Corporate governance

Basic Stance

By adopting a Company with an Audit & Supervisory Committee structure, under which directors who are Audit & Supervisory Committee members audit and supervise execution of duties of executive directors while having voting rights of the Board of Directors, Bando aims to further enhance auditing and oversight functions. The Company’s Board of Directors consists of nine members, with four of those nine members serving as members of the Audit & Supervisory Committee. The Board meets at least once a month. The Board’s three external directors are charged with the independent oversight of business operations.
We have also established the Nominating and Compensation Committees, both made up of a majority of external directors and chaired by an external director, as consultative bodies of the Board of Directors to further enhance corporate governance.

Analysis and Evaluation of the Effectiveness of the Board of Directors

The Company analyzes and evaluates the effectiveness of the Board of Directors every year and discloses a summary of the results. The Board of Directors performs a self-evaluation questionnaire in regard to the operation of the Board and their management style, and the chair of the Board performs the analysis and evaluation based on the directors’ self-evaluation and reports the results to the Board of Directors to discuss. In 2022, the Board set a goal to “ensure fulfilling strategic discussions toward the achievement of the targets of the mid-to-long term business plan“ and discussed the main issues to achieve the targets as well as other various issues to prepare for the development of a new mid-to-long term management plan set to begin in fiscal 2023. As a result, although there were issues to be overcome, the Board shared recognition on measures and points to keep in mind to achieve the new mid-to-long term management plan through discussions from multiple perspectives. Based on this, the Board has set a goal for 2023 to “ensure fulfilling discussions toward the improvement of mid-to-long term corporate value in light of changes in business structure and diversification of values.”

Internal Control

Improvement toward effective internal control

To meet the requirements stipulated in the Financial Instruments and Exchange Act pertaining to financial reporting performed by internal control reporting systems, the Company maintains internal control in accordance with the basic frameworks for internal control outlined in Financial Services Agency criteria, and undertakes evaluations and reporting as defined by said criteria. The Bando Group will work to further improve the effectiveness of internal control based on the four objectives of internal control: (1) reliability of financial reporting, (2) operational effectiveness and efficiency, (3) legal compliance regarding business activities, and (4) asset protection.

Information Security

Strengthening system/education/Group IT governance

In terms of maintenance and management of information security, we provide trainings on targeted e-mail attacks and information security training on an ongoing basis to all employees who use the system in addition to strengthening technical measures to respond to increasingly sophisticated cyberattacks.
As part of internal control audit, we also perform IT control audit to strengthen IT governance throughout the Group including domestic and overseas affiliates.