GOVERNANCE Governance Corporate Governance
Enhancing Corporate Value through
Transparent and Sound Management.
To meet the expectations of shareholders and all other stakeholders,
the Vision Group regards strengthening its corporate governance system
—one that ensures management transparency, fairness, and prompt decision-making—as one of its highest priorities.
Three Pillars of Governance
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Prompt Decision-Making
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Ensuring Objectivity and Transparency
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Strengthening Oversight
Corporate Governance Structure
Governance Structure
Hover over the marked items to view details.
Dismissal, and
SupervisionReporting and
Submission for
DeliberationConsultationRecommendationsReporting and Submission
for DeliberationSupervisionReportingInstructionsReportingConsultation
and ReportingInstructionsReportingInternal AuditReportingConsultation
and ReportingGuidanceReportingAuditCoordinationAccounting
AuditAppointment
and DismissalReportingCoordinationAppointment
and DismissalCoordination
Compensation Committee Nomination and Compensation Committee As an advisory body to the Board of Directors, we have established the Nomination and Compensation Committee, in which Independent Outside Directors constitute a majority and an Outside Director serves as chair. The Committee meets as necessary to ensure independence, objectivity, and transparency in the processes for nominating Directors and determining their compensation.
Risk Management Committee Compliance Committee The Compliance Committee establishes basic compliance policies, systems, and related regulations and conducts education and training. Working in coordination with the Board of Directors and other bodies, it promotes the maintenance and strengthening of a compliance framework that supports responsible and ethical business activities. Risk Management Committee The Risk Management Committee, chaired by the Representative Director, anticipates potential risks and promotes measures and organizational systems to minimize damage and safeguard the soundness of the Company, thereby supporting sustainable growth.
Roles and Initiatives of Each Governance Body
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Board of Directors
The Board of Directors is the Company’s highest decision-making body and consists of seven Directors, four of whom are Independent Outside Directors, including two women. In principle, the Board meets once a month to determine basic management policies and other important matters aimed at enhancing corporate value over the medium to long term, while also supervising business execution.
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Audit and Supervisory Board
The Audit and Supervisory Board is a neutral and objective audit body consisting of four Audit and Supervisory Board Members, three of whom are independent outside members. By rigorously auditing the execution of duties by Directors and helping prevent unilateral or arbitrary management decisions, it enhances the effectiveness of corporate governance and the soundness of management.
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Nomination and Compensation Committee
As an advisory body to the Board of Directors, we have established the Nomination and Compensation Committee, in which Independent Outside Directors constitute a majority and an Outside Director serves as chair. The Committee meets as necessary to ensure independence, objectivity, and transparency in the processes for nominating Directors and determining their compensation.
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Investment Committee
The Investment Committee is a preliminary review body for significant investment decisions, with independent outside officers constituting a majority of its members. It assesses the growth potential and risks of investment proposals from multiple third-party perspectives and conducts highly independent and objective deliberations on matters that could have a significant impact on management, thereby strengthening governance over investment decisions.
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Sustainability Committee
The Sustainability Committee, chaired by the President and Representative Director, develops overall plans and strategies for sustainability activities and promotes their steady implementation, with the aim of both contributing to a sustainable society and enhancing corporate value over the medium to long term.
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Compliance Committee / Risk Management Committee
The Compliance Committee establishes basic compliance policies, systems, and related regulations and conducts education and training. Working in coordination with the Board of Directors and other bodies, it promotes the maintenance and strengthening of a compliance framework that supports responsible and ethical business activities.
The Risk Management Committee, chaired by the Representative Director, anticipates potential risks and promotes measures and organizational systems to minimize damage and safeguard the soundness of the Company, thereby supporting sustainable growth.
Compliance and Risk Management
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Strengthening Compliance and Internal Controls
We have established a framework that goes beyond legal compliance to ensure responsible and ethical business activities. Under our Compliance Regulations, we conduct regular education and training as well as rigorous operational audits by the Internal Audit Office, while maintaining strong internal controls to ensure the reliability of financial reporting.
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Risk Management Framework and Business Continuity
To support sustainable growth, we have established a framework for anticipating a wide range of potential risks surrounding our business. We respond appropriately to changes in the external environment and, when management risks materialize, implement measures such as our Business Continuity Plan (BCP) to minimize damage and protect the soundness of the Company.
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Whistleblowing System (Helpline)
To facilitate the early detection and correction of violations and suspected misconduct, we have established an external reporting channel that directors, officers, and employees can contact directly. We ensure anonymity and prohibit any disadvantageous treatment of whistleblowers, maintaining a healthy organizational culture in which self-correcting mechanisms function effectively.
For details of our business risks, please see below.
Securities ReportInformation Security and Personal Information Protection Framework
Protecting Information Assets and Privacy to Earn Customer Trust
As a provider of information and communications services, we regard information security and the protection of personal information as among our highest management priorities. In addition to ISO/IEC 27001 certification, the international standard for information security management systems (ISMS), the Vision Group has obtained PrivacyMark certification based on Japanese Industrial Standards. Beyond implementing advanced security technologies, we continue rigorous education and awareness activities for all employees to protect our customers’ valuable information assets and privacy from cyber threats and information leakage risks.