Corporation with Committees is one of the forms of stock companies that are prescribed in Companies Act enforced in 2006. "Executive officers," who are in charge of administration, are newly introduced, and supervisory responsibility of "directors" is clarified.
Overview of Corporation with Committees
In the traditional type of stock companies in Japan, the ratio of "administration" and "supervision" varies depending on directors, and there was no clear partition between the two. In addition, even though an auditor (or board of auditors) is supposed to supervise the administration, such a system is not easily understandable especially for overseas people.
Corporation with Committees postulate an American-style organization of a company, which does not have auditors and makes executive officers responsible for administration and directors responsible for supervision. The representative of a company is the chief executive officer.
Because of the following reasons, the number of companies that hesitate to introduce this system is not negligible, but approximately 100 companies, including big companies, have done.
- No representative director (The representative of a company is the "chief executive officer.")
- No auditors
While some countries do not allow directors to combine with executive officers, Japanese Corporation with Committees allows it, which makes it practically possible for directors to also administer the business process. Thereby, it is sometimes criticized by saying "There is no clear partition between administration and supervision."
Examples of Corporation with Committees
- Sony Corporation, ORIX Corporation, Hitachi Ltd., Toshiba Corporation、Nomura Holdings Inc., Resona Holdings Inc., Mitsubishi Electric Corporation, ...
- Daiwa Securities Co. Ltd., ASAHITEC Corporation, ...
- Shoei Co. Ltd., The Fuji Fire and Marine Insurance Co. Ltd., ...
- Toyoko Inn Co. Ltd., GaiaX Co. Ltd., ...
- Japan Post Holdings, Co. Ltd., Japan Post Bank Co. Ltd., Japan Post Insurance Co. Ltd., ...
- 04/2003 Corporation with Committees is institutionalized.
- 06/2005 Companies Act is enacted.
- 05/2006 Companies Act is enforced.
- List of Corporation with Committees(Japan Corporate Auditors Association, July, 2008)
- Business Q&A (About Corporation with Committees)(Organization for Small & Medium Enterprises and Regional Innovation)
- Brochure of “Companies Act”(Civil Affairs Bureau in The Ministry of Justice)
- Overview of Companies Act (About Companies Act enacted at the 162nd Diet)(Civil Affairs Bureau in The Ministry of Justice)
- Overview of Ordinance of The Ministry of Justice Concerning Systems Ensuring a Proper Business of Stock Companies(The Ministry of Justice)
- Whole Concept of Modernization of Companies Legislation from Small and Medium Enterprises’ Perspective(Small and Medium Enterprise Agency, June, 2005)
- Corporate Governance(Sony Japan)