Masaki Mizukoshi The amended Companies Act went into effect on May 1 2015. One of the major changes in the amendment was the introduction of a new corporate structure – a company with an audit committee. This was introduced to make it easier for Japanese companies to utilise outside directors and so to enhance the monitoring of executive directors of the company. The audit committee must consist of at least three directors, the majority of which must be outside directors, and an executive director or employee of the company or one of its subsidiaries may not be a member of the audit committee. Like a statutory auditor in a company with a board of statutory auditors, which is a very common corporate structure among Japanese listed companies, the audit committee in the new structure has the power to audit the execution of duties by directors (other than members of the audit committee) and prepare an audit report. In addition, the audit committee has the unique power to state its opinion on the nomination and remuneration of directors (other than members of the audit committee) at a shareholders meeting, and through exercising this power properly, the audit committee is expected to achieve more effective monitoring of executive directors.
April 22 2015