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Ticker code : 6197

Corporate Governance

Basic Approach to Corporate Governance

Solasto views corporate governance as a framework for ensuring corporate management that is rapid and effective, stable and fair, and highly transparent. Through the creation and implementation of this framework, we are able to uphold our Corporate Philosophy, thus enabling us to continuously improve our corporate value.

Based on this view, we established the Solasto Corporate Governance Policy, a framework and guidelines for corporate governance, at the Board of Directors meeting held on June 30, 2016(Revised on June 27, 2022). We will use this framework to promote initiatives and strive to continuously improve our corporate governance.

View our Corporate Governance Policy
& Corporate Governance Report

Solasto Corporate Governance Policy(PDF544KB)
Corporate Governance Report(PDF754KB)

The Current Corporate Governance Framework
(As of June 2021)

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Solasto has chosen to be a company with Board of Corporate Auditors as defined by the Companies Act. Additionally, to enhance the functions of our Board of Directors, under the Board of Directors we have established a Nomination, Evaluation, and Compensation Committee. The committee is chaired by an Outside Director as well as the majority of the members are Outside Directors. This enables us to create and maintain a system that takes advantage of the beneficial aspects of a company with nominating committee, etc.

・Board of Directors
Our Board of Directors consists of eight directors (of whom, four are Outside Directors). In principle, the Board of Directors holds monthly regular meetings as well as extraordinary meetings as necessary. The duties of the Board of Directors include the selection of candidates for Directors and, Corporate Auditors and Corporate Officers, supervision and making decisions on proposals related to annual budget, our medium-term management plan, and other important strategies, and making decisions on the execution of important business matters. Through their activities, the Board of Directors serves in a supervisory role for all business activities to ensure both management effectiveness and transparency. To ensure the clarification of management responsibilities and enable rapid responses to changing operating environments, the term of appointment for Solasto Directors is one year.

・Board of Corporate Auditors
The Board of Corporate Auditors consists of three Corporate Auditors (of whom, two are Outside Corporate Auditors) and is chaired by the Auditor who is selected by the resolution of the Board of Corporate Auditors to create a system that ensures the effectiveness of audits by each Corporate Auditor. Corporate Auditor conduct audits on the status of business execution by Directors and the fulfillment of supervisory duties by the Board of Directors by attending Board of Directors meetings and other important meetings. Board of Corporate Auditors work with the Board of Directors to hold monthly Board of Corporate Auditors meeting where members outline audit policy and audit plans as well as receive reports on important matters related to audits from each member, deliberate on matters, and make decisions.

・Nomination, Evaluation, and Compensation Committee
The Nomination, Evaluation, and Compensation Committee is chaired by an Outside Director. The committee advises the Board of Directors on matters related to the nomination and evaluation of and compensation for corporate management personnel, including making proposals to the Board of Directors regarding candidates for President and Corporate Officers.

・Corporate Governance Committee
Corporate Governance Committee is chaired by an Outside Director. The committee supports the function of Board of Directors by discuss and suggest to the Board of Directors on the matters and measures related to the increased corporate governance and management transparency and fairness.

・Other committees
In addition to the above, Solasto has established a Management Committee, the purpose of which is to promote rapid and efficient decision-making by the Board of Directors by serving as an entity that deliberates and decides on important matters related to business execution. The Management Committee is comprised by President, and Corporate Officers in management positions. In principle, the committee meets twice per month. Also, Corporate Officers' Meeting, which is comprised by all the Corporate Officers including President, is held at least once per month. Its purpose is to discuss and share the important matters for the business execution.Furthermore, Divisional Strategy Meeting , which is comprised by the President and the Managers of related divisions, is held monthly to report and discuss the progress in strategic measures by divisions and changes in business environment. Through those activities, Solasto endeavors to strengthen its structure with improved business execution and further transparency.Solasto has also established Risk & Compliance Committee which serves as a general management entity for risk response and compliance for the entire company, and Investment Management Committee which evaluates investment efficiency on investment projects and monitors post-investment.

・General policies and procedures for appointing management team and nominating Directors and Corporate Auditors
Solasto selects candidates with the knowledge and experience required to execute the authority and responsibilities deemed required of Corporate Officers and Directors. Candidates are nominated for the position of Corporate Officer and Director by our Nomination, Evaluation, and Compensation Committee and submitted to the Board of Directors for approval. Corporate Officer candidates must be appointed by the Board of Directors. Director candidates must be approved by the Board of Directors, after which they are appointed by the General Meeting of Shareholders. Corporate Auditor candidates are subject to consent by the Board of Corporate Auditors and approval by the Board of Directors before candidates can be appointed by the General Meeting of Shareholders.

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