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.
Furthermore, in addition to the Board of Directors, whose role is to make major operational decisions, play a supervisory role in the executive management’s execution and support appropriate risk-taking by them. TEL has also established systems that will facilitate growth-oriented governance directed at sustainable growth for TEL, including the following:
・The Nomination Committee and Compensation Committee to ensure fair, effective, and transparent management
・The Corporate Officers Meeting as the highest decision-making body on the executive side
・The Corporate Senior Staff (CSS) as the body that formulates and advances company strategy
Six out of the 11 the Corporate Directors and the Audit & Supervisory Board Members, consisting of three Independent Directors and three Outside Audit & Supervisory Board Members. Stating their unreserved opinions from an independent perspective, Independent Directors and Independent 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 believes that the current Board of Directors is properly fulfilling the roles of supervising executive management and making important decisions based on engaging in constructive, open-minded debate by inside Directors familiar with the business, Outside Directors and Audit & Supervisory Board 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.