IR
Corporate Governance
Table of Contents
Basic Concept
CMP regards the continuous improvement of corporate value through the establishment of efficient, sound, and transparent corporate governance as an important management policy and strives to strengthen its structure by basing it on the Board of Directors and the Board of Corporate Auditors, in addition to establishing the Management Meeting and various other committees. In choosing director candidates, we take into consideration diversity in gender, experience, and other attributes, and make selections following deliberation by the Board of Directors.
In accordance with the rules of the Tokyo Stock Exchange, we also publish a report describing our views on corporate governance and our governance structure.
History of Improving Corporate Governance
Organization Chart for Corporate Governance
Governing Bodies
- The CMP Group has adopted the governance structure of a company with a Board of Corporate Auditors.
- As an important decision-making body following the Board of Directors, a Management Meeting—composed of executive directors and executive officers—has been established to deliberate key matters related to business execution.
- To enhance the independence and objectivity of the Board of Directors in relation to the selection and dismissal of directors and the determination of their remuneration, the Group has voluntarily established a Nomination Advisory Committee and a Compensation Advisory Committee, each chaired by an outside director and composed of a majority of outside directors.
- The composition of the main governing bodies is as follows: all five outside officers are independent officers as defined by the Tokyo Stock Exchange.
Board of Directors
Three of seven members are outside directors, one of whom is female. (As of September 30, 2025)
| Title | Name | Responsibilities (primary and concurrent) |
|---|---|---|
| President&CEO | Kenshi Date | |
| Senior Managing Director | Hideyuki Tanaka | In charge of Technology and Production |
| Managing Director | Katsunori Kobayashi | In charge of Administration and Compliance |
| Managing Director | Takao Shimizu | In charge of Corporate Strategy |
| Outside Director | Toshifumi Inami | Independent Director of KYOEI TANKER CO.,LTD. |
| Outside Director | Akiko Monden | Lawyer |
| Outside Director | Takumi Kudo |
Executive Advisor, Wholesale Business Planning Department, Sumitomo Mitsui Trust Panasonic Finance Co., Ltd. |
Board of Corporate Auditors
Two of four members are outside auditors, one of whom is female. (As of September 30, 2025)
| Title | Name | Concurrent positions |
|---|---|---|
| Standing Corporate auditor | Junichi Yokozeki | |
| Standing Corporate auditor | Tatsuro Enomoto | |
| Outside Auditor | Kie Yamada | Certified public accountant |
| Outside Auditor | Tetsuji Nakamura | Certified public tax accountant |
Directors’ Remuneration
To enhance the independence and objectivity of the decision-making process, the policy for determining directors’ remuneration, as well as the specific remuneration amounts for each director based on that policy, are decided by resolution of the Board of Directors, which has the final decision-making authority, following deliberation and recommendations by the Compensation Advisory Committee, chaired by an outside director and composed of a majority of outside directors. The total amount of directors’ remuneration has been approved by resolution at the General Meeting of Shareholders as up to ¥450 million per year, including remuneration for restricted stock (RS) grants of up to ¥100 million per year.
Basic policy
- Remuneration is structured in accordance with the roles and contributions of each director to ensure transparency and fairness.
- It also serves as an incentive for the sustainable enhancement of corporate value andpromotes the sharing of value with shareholders.
- To ensure objectivity and rationality in determining the remuneration structure and level, deliberations are conducted by the Compensation Advisory Committee, chaired by an outside director and composed of a majority of outside directors.
Remuneration structure
In accordance with the above basic policy, remuneration consists of the following three components. Outside directors receive only basic remuneration, in consideration of the nature of their duties.
| Category | Classification | Form of compensation | Percentage of total compensation(*1) | Notes |
|---|---|---|---|---|
| Basic compensation | Fixed | Cash | About 62% | |
| Annual incentives | Performanceetc. linked | Cash | About 20% |
Linked to single year profit and ESG (GHG reduction rate) indicators |
| Medium- to long-term incentives(*2) | Performance-linked | Stocks | About 18% | Restricted stock compensation (enrollment and performance requirements) |
(*1) The component ratio excludes outside directors and represents the total amount ratio when annual incentives are paid at 100%.(FY2025 forecast)
(*2) The medium- to long-term incentive includes the portion recognized in the current fiscal year for performance-based restricted stock (RS) granted in past years.
Efforts to Strengthen Our Internal Control System
To support the Company’s sustainable development by establishing an effective and efficient internal control environment, the Board of Directors approved our Basic Policy Regulations for Building an Internal Control System in May 2006 (partially revised in March 2008 and May 2015). Based on this policy, we have been proactively advancing various initiatives, including the establishment of multiple committees.
Ensuring the Reliability of Financial Reporting
As a listed company, we recognize providing highly reliable financial reporting is an important responsibility to investors and shareholders. Accordingly, the Board of Directors approved our Basic Policy on Financial Reporting in March 2008, and through evaluations of the effectiveness of internal controls over the reliability of financial reporting under Japan’s Financial Instruments and Exchange Act, we have established a framework for continuously maintaining and improving our systems.
Risk Management System
The business environment surrounding the CMP Group is always changing and requires CMP to respond quickly to various risks. Under the basic policy of “Enhancing risk response capabilities by building an effective and efficient risk management system, thereby ensuring personal safety, maintenance and improvement of corporate value, and securing the trust of stakeholders,” our Group has established various committees to enhance its structure.
These committees include the Compliance Committee, System Planning & Operating Committee and others in support of the Risk Management Committee. We consolidate the control system for prevention, detention, correction, recurrence prevention of such anticipated risks, and for crisis response.
Business and Other Risks
The CMP Group has established the Basic Rules for Risk Management. Additionally, to ensure smooth management by setting out a management framework for the prevention, detection, correction, and recurrence prevention of all risks that may arise in the course of business operations, as well as policies for responding to risks that have already materialized, the Group has established a Risk Management Committee chaired by the Chief of Administration Headquarters. The Committee meets quarterly to identify and assess business and other risks, formulate countermeasures, and monitor progress. In addition to the Chief of Administration Headquarters, who serves as chair, the Committee consists of senior directors, chiefs of each headquarters, and the heads of relevant departments.