Business Report - Shiseido group website

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7.Status of Corporate Governance 7.1 Outline of the Company’s Framework for the Management and Execution of Business and Reasons for Adopting the Current Framework (As of March 31, 2012) (1) Corporate Governance Policy The Company is setting higher standards of corporate governance based on the understanding that maximizing corporate and shareholder value, fulfilling social responsibilities and achieving sustainable growth and development are the keys to maintaining support as a valuable company from all stakeholders (customers, business partners, shareholders, employees, society and the Earth). (2) Outline of the Company’s System for the Management and Execution of Business The outline of the Company’s system for the management and execution of business is as follows: Corporate Executive Officer Committee: Final decision-making body comprising corporate executive officers in charge of business execution, regarding material matters of business execution Policy Meeting of Corporate Officers: Committee of corporate officers to deliberate the Company’s medium-to-long-term strategies and decide the direction the strategies are to take [Translation: AGM 2012] - 42 -
In addition to the above, corporate executive officers make decisions regarding the execution of business in their respective business divisions and hold Decision-Making Meetings of Corporate Officers to deliberate matters to be proposed to the Board of Directors and the Corporate Officer Committee. Remuneration Advisory Committee: Makes reports to the Board of Directors regarding the remuneration system for directors and corporate auditors as well as evaluation of their performance. The committee was held four times during the fiscal year 2011 and reports of the fiscal year 2010 were made on the evaluation of the performance of the directors and corporate auditors and other matters. (Chairman: Mr. Shoichiro Iwata, external director) Nomination Advisory Committee: Makes reports to the Board of Directors on the selection of candidates for officers and their promotions and demotions. The committee was held once during the fiscal year 2011 and reports were made to the Board of Directors on the promotion of directors and corporate auditors, and the selection of new corporate officers to the Board of Directors (Chairman: Mr. Tatsuo Uemura, external director) CSR Committee: Addresses all areas that are required for Shiseido to fulfill its social responsibility. In addition to grasping the details of social requirements or expectations and examining the direction of CSR activities, the committee also comprehends and evaluates the risks of management strategies and business operations, thereby establishing necessary measures. (Chairman: Kimie Iwata, representative director, executive vice president. From April 1, 2012, Hisayuki Suekawa, representative director, President & CEO ) (3) Reasons for Adopting the Current Framework The Company has adopted the framework of a company with the Board of Corporate Auditors system, which exercises the dual checking functions over business execution by the Board of Directors and over the legality and effectiveness by the Board of Auditors. Furthermore, as the Company aims to become a truly global enterprise, it holds the establishment of corporate governance that is capable of surviving global competition to be of paramount importance. Consequently, the Company, to the end of improving the “Management transparency, fairness and speed,” has been engaged in reforms to its corporate governance from the following four perspectives: [Translation: AGM 2012] - 43 -
Page 1 and 2: [Translation: AGM 2012] Business Re
Page 3 and 4: 2) Operational Review by Business S
Page 5 and 6: In the core Chinese market, we face
Page 7 and 8: Moreover, the Shiseido Group provid
Page 9 and 10: Notes: 1. Annual cash dividends per
Page 11 and 12: Customer-First Strategy This strate
Page 13 and 14: Emerging Countries We will strength
Page 15 and 16: 1.2 Outline of the Shiseido Group (
Page 17 and 18: Laboratoires Decléor S.A.S. [Trans
Page 19 and 20: holdings (Percentage of shareholdin
Page 21 and 22: 4. Matters Concerning Stock Acquisi
Page 23 and 24: Issue Date of Stock Acquisition Rig
Page 25 and 26: Notes: 1.There are 8 directors and
Page 27 and 28: External Directors External Corpora
Page 29 and 30: Position Name Major Activities Exte
Page 31 and 32: 3. Corporate officers who were desi
Page 33 and 34: 3. The medium-term incentives remun
Page 35: 6.Matters Concerning Accounting Aud
Page 39 and 40: appropriateness of business. The re
Page 41 and 42: Incorporation and other regulations
Page 43 and 44: (including an external director), e
Page 45 and 46: Overview of Shiseido’s CSR Activi

Business Report - Shiseido group website

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