Corporate Governance
Overview of Corporate Governance
Details on corporate organs
Following the capital restructuring by the new partners in the form of a consortium of companies led by Bain Capital in January 2023, Proterial laid out a policy of utilizing the new partners’ financial strength, knowledge, and expertise within the Company’s management to make large-scale investments and implement reforms in response to changes in the market environment. With the aim of making decisions and implementing management strategies based on this policy more quickly and flexibly, our company has established a corporate governance system as a Company with Audit & Supervisory Board. The details of each organ are as follows. (As of April 1, 2024)
- aThe Board of Directors is an organ with purposes to make decisions on the Company’s business execution and supervise the execution of duties by Directors and Executive Officers, and holds the authority to decide matters provided in the Articles of Incorporation of the Company and the Board of Directors Rules as well as in laws and regulations. As of the filing date of this document, the Board of Directors consists of the following six Directors
- Representative Director
- Sean M. Stack
- Representative Director
- Kazuya Murakami
- Director
- Yuji Sugimoto
- Director
- Masashi Suekane
- Director
- Joseph Robbins
- Director
- Hidemi Moue
- bThe Auditors abide by the audit policies established by the Audit & Supervisory Board, and attend the Board of Directors and other important meetings, for example, in order to audit the execution of duties by the Directors. The Auditors consist of the following three individuals (two of whom are Outside Auditors), who together form the Audit & Supervisory Board.
- Full-time Auditor
- Masakatsu Hibata
- Auditor (part-time)
- Shunsuke Nakahama
- Auditor (part-time)
- Takumi Yoshikawa
- cAlong with introducing an Executive Officer System, the Company established the Executive Committee to ensure that the Representative Director, who consecutively serves as President and CEO, makes decisions on and executes business operations in compliance with laws and regulations and the Articles of Incorporation, as well as more efficiently. Important matters regarding decisions on business operations delegated to the Representative Director, who consecutively serves as President and CEO, by the Board of Directors are first deliberated by the Executive Committee, which is composed of Executive Officers ranked Managing Executive Officer or above.
Following these deliberations, the President and CEO makes a decision. The Executive Officers consist of the following 16 individuals.- Chairman, President & CEO
- Sean M. Stack
- Executive Vice President
- Kazuya Murakami
- Managing Executive Officer
- Tony I. Cha
- Managing Executive Officer
- Yutaka Nakashima
- Managing Executive Officer
- Hisaki Masuda
- Executive Officer
- Ryoichi Aita
- Executive Officer
- Randy Ahuja
- Executive Officer
- Yoshihiro Anmo
- Executive Officer
- Katsura Ishikawa
- Executive Officer
- Hiroaki Inuyama
- Executive Officer
- Toru Taniguchi
- Executive Officer
- Natsuki Tokubuchi
- Executive Officer
- Kenji Minegishi
- Executive Officer
- Hajime Murakami
- Executive Officer
- Motohide Mohri
- Executive Officer
- Toru Yamamoto