TEL uses the Audit & Supervisory Board System, which consists of a Board of Directors and an Audit & Supervisory Board. Effective governance is achieved based on the supervision of management by the Audit & Supervisory Board.
Based on this organizational structure, TEL has also established systems that will facilitate Growth-Oriented governance directed at sustainable growth for TEL, including the following:
・The Board of Directors, whose role is to make major operational decisions and play a supervisory role in the execution of those
・The Nomination Committee and Compensation Committee to ensure fair, effective, and transparent management
・The Corporate Senior Staff (CSS) as the body that formulates and advances company strategy
Five out of the 18 participants in the Board of Directors, including Audit & Supervisory Board Members, are outside members, consisting of two Independent Directors and three Outside Audit & Supervisory Board Members. Stating their unreserved opinions from an independent perspective, Independent Directors and Outside Audit & Supervisory Board Members guide Board of Directors debates in the proper direction for success in global competition that does not follow the same line of discussion proposed by internal Corporate Directors. TEL regards the active statement of opinions, not only by Independent Directors, but also by Audit & Supervisory Board Members, as the cornerstone that supports the best decisions by the Board of Directors. TEL believes that the current Board of Directors has achieved an appropriate sense of tension and constructive debate from the combination of Executive Directors essential for making operational decisions and the objectivity provided by outside members.
TEL makes decisions the independence of Independent Directors and Independent Audit & Supervisory Board Members based on TEL's criteria for judging independence, "Independence Requirements for Outside Directors and Outside Audit & Supervisory Board Members"; these criteria that were established based on the requirements for Independent Standards set forth by the Tokyo Stock Exchange.