Our Fundamental Concept & Structure
Our Fundamental Concept
As an “Energy Frontier Corporate Group” focused on natural gas, Tokyo Gas shall actively contribute to the creation of pleasant lifestyles and an environmentally friendly society and work to ensure continued development while consistently earning the trust of customers, shareholders, and society. Under its management philosophy, Tokyo Gas seeks to fulfill and bolster its corporate governance in order to increase its corporate value by ensuring legality, soundness and transparency of management. Simultaneously, it engages in appropriate, prompt decision making, efficient business operations, enhancement of the audit and supervisory functions, and clarity of responsibility of management and operations.
Basic Policy on Corporate Governance [PDF : 117KB]
Implementation System of Corporate Governance
To increase the speed and effectiveness of management decision-making, we appoint an appropriate number of directors and invite outside directors to serve on the Board of Directors for greater transparency as well as to reinforce the supervision of business operations. Our Board of Directors now has nine members, including four outside directors. Furthermore, we have established the Advisory Committee, comprised of two outside directors, one outside Audit & Supervisory Board member, the chairman and the president to select candidates for officers in a fair and proper manner in response to an inquiry by the Board of Directors. It also deliberates on the salaries of officers, based on the Basic Policy on Officer Remuneration, and submits decisions to the Board of Directors. Our audits are conducted based on stringent standards by five Audit & Supervisory Board members, with three of them being outside members.
The Corporate Executive Meeting, which is held once a week in principle, deliberates on matters requiring approval from the Board of Directors as well as important management-related issues to achieve accurate, prompt decision making and efficient business execution. In business execution based on the resolution of the Board of Directors, by introduction of an executive officer system, the Board of Directors delegates substantial authority to executive officers in their designated criteria of responsibility by resolution. On the other hand, the directors supervise those executive officers in an appropriate manner and in accordance with a report they receive on the status of business execution by executive officers, if needed, which is submitted to the Board of Directors. (The term of office of directors and executive officers is set at one year to clarify management and executive responsibilities.) We established the Management Ethics Committee, chaired by the president, and other in-house committees to address key management concerns such as compliance, security, customer satisfaction, sustainability, and risk management and to promote transparent management and create a flexible, open corporate culture. These committees facilitate the sharing of information within the Group as well as deliberations and adjustments regarding the Group's overall direction.
Tokyo Gas has adopted and established a highly objective and transparent governance systems to invite outside directors and Audit & Supervisory Board members to create multiple layers in its audit and supervisory functions.
Corporate Governance Report [PDF : 308KB]
Corporate Governance Structure (as of June 26, 2020)
Overview of Corporate Governance System (as of June 26, 2020)
|Number of directors
|Average age of directors
|Number of outside directors
|Number of Audit & Supervisory Board members
|Number of outside Audit & Supervisory Board members
|Number of independent officers
|Participation of outside directors / outside Audit & Supervisory Board members in determination of remuneration
|Participation of outside directors and outside Audit & Supervisory Board members in selecting director candidates
|Number of meetings of Board of Directors *
|Attendance rate of outside directors at meetings of Board of Directors*
|Term of office of directors
| Share purchase system to reflect the perspective of shareholders in management
* Total for the period from June 2019 to May 2020
The reason for appointment of outside directors
The Board of Directors comprises 9 directors, 4 of whom are outside directors. In accordance with their individual experience and knowledge, the outside directors strive to secure the soundness and appropriateness of deliberations and decisions regarding business execution. From an independent viewpoint, the outside directors monitor the performance of duties by the directors and exercise their authority at meetings of the Board of Directors. In this way, the outside directors contribute to the improvement of the rationality and objectivity of the company's business execution and of the deliberations and decisions of the Board of Directors.
The reasons for appointment of outside directors are as follows.
||Mr. Hitoshi Saito is expected to use his international perspective acquired from overseas businesses in the real estate industry, as well as his management capabilities, broad outlook and in-depth knowledge gained through a wide range of business development for the Company's management.
||Mr. Kazunori Takami is expected to use his management capabilities, broad outlook and in-depth knowledge acquired through a wide range of business development in the electrical industry for the Company's management.
||Ms. Junko Edahiro is expected to use her experience as a corporate manager, advanced specialization related to the environment and in-depth knowledge as an environmental journalist for the Company's management.
||Ms. Mami Indo is expected to use her experience of being deeply involved in company management acquired while working as an analyst, consultant, and other roles, her broad outlook, and her in-depth knowledge for the Company's management.
Independence Standards for Outside Officers [PDF: 59KB]
Analysis and Evaluation of Effectiveness of the Board of Directors
Starting in Fiscal 2018, the Board of Directors has analyzed and evaluated its effectiveness by having each of its Directors complete a questionnaire-based self-evaluation. The Board then held discussions and exchanged opinions based on the outcome of those self-evaluations, to maintain and enhance the Board's effectiveness.
Based on the results of the questionnaire and the exchange of opinions at the Board of Directors' meetings, it was determined that measures for improving the Board's effectiveness are functioning effectively through efforts to improve and enhance site inspection visits and to increase opportunities for Executive Officers to attend Board meetings.
On the other hand, ceaseless efforts are required to further increase the Board's effectiveness. Accordingly, initiatives to contribute to the strengthening of the supervisory functions of the Board, including further enhancement of site inspection visits by the Directors, will be examined and implemented in the future.