Tokyogasgroup csr report

Corporate Governance

Management Structure

Directors and Board of Directors

In 2002, we reduced the number of directors to raise the speed and effectiveness of management decision making. In addition, we have adopted an executive officer system and invited outside directors to serve on the Board of Directors in order to improve transparency and to reinforce the monitoring of business operations. As of June 2017, the Board of Directors has 11 members, including 3 outside directors. Their respective terms of office are set at one year.

DFF Inc., Corporate Social Responsibility Sect, General Administration Dept., Corporate Planning Dept., Resources & Global Business Division, Energy Solution Div, Power Buisiness Dept., Pipeline Network Division, IT Division, Residential Sales Div., Fundamental Technology Dept., Energy Solution Div, Environmental Affairs Dept., Purchasing Dept. , Health Insurance & Employees' Welfare Sect., Personnel Dept., Internal Audit Dept., Audit & Supervisory Board Member's Office, Compliance Dept., Regional Development Div., Finance Dept, TGES, TOKYO GAS COMMUNICATIONS, INC.

Officer Remuneration System

In April 2005, we formulated a basic policy on officer remuneration not only to clarify our officers' management responsibilities for the Company's performance but also to ensure objectivity and transparency regarding officer remuneration (the policy was revised in February 2012, with revisions made to some expressions). Based on this policy, we reexamined the officer remuneration system, centering on the abolishment of allowances for retirement benefits for officers and the introduction of a performance-linked remuneration system. In order to reflect shareholders' perspectives in management, all directors excluding outside directors are mandated to buy our company's stock every month and possess said stock during the term of their service in accordance with the Guidelines for Stock Purchases.

DFF Inc., Corporate Social Responsibility Sect, General Administration Dept., Corporate Planning Dept., Resources & Global Business Division, Energy Solution Div, Power Buisiness Dept., Pipeline Network Division, IT Division, Residential Sales Div., Fundamental Technology Dept., Energy Solution Div, Environmental Affairs Dept., Purchasing Dept. , Health Insurance & Employees' Welfare Sect., Personnel Dept., Internal Audit Dept., Audit & Supervisory Board Member's Office, Compliance Dept., Regional Development Div., Finance Dept, TGES, TOKYO GAS COMMUNICATIONS, INC.

Executive Officer System

By adopting an executive officer system, we have delegated substantial authority pertaining to business operations in individual business departments to the corresponding executive officers and established clear lines of responsibility. Executive officers are assigned to ensure that company decisions on business matters are executed quickly and reliably. These officers work to maximize the Group’s value in accordance with policies determined by the Board of Directors. To ensure clear accountability, executive officers are appointed for terms of one year.
DFF Inc., Corporate Social Responsibility Sect, General Administration Dept., Corporate Planning Dept., Resources & Global Business Division, Energy Solution Div, Power Buisiness Dept., Pipeline Network Division, IT Division, Residential Sales Div., Fundamental Technology Dept., Energy Solution Div, Environmental Affairs Dept., Purchasing Dept. , Health Insurance & Employees' Welfare Sect., Personnel Dept., Internal Audit Dept., Audit & Supervisory Board Member's Office, Compliance Dept., Regional Development Div., Finance Dept, TGES, TOKYO GAS COMMUNICATIONS, INC.

Advisory Committee

We have established an Advisory Committee made up of the representatives of outside directors and outside audit & supervisory board members, the Chairman, and the President. In response to inquiries from the Board of Directors, the committee deliberates on issues such as the appointment of officer candidates and officer remuneration, thus ensuring transparency and objectivity in management.

DFF Inc., Corporate Social Responsibility Sect, General Administration Dept., Corporate Planning Dept., Resources & Global Business Division, Energy Solution Div, Power Buisiness Dept., Pipeline Network Division, IT Division, Residential Sales Div., Fundamental Technology Dept., Energy Solution Div, Environmental Affairs Dept., Purchasing Dept. , Health Insurance & Employees' Welfare Sect., Personnel Dept., Internal Audit Dept., Audit & Supervisory Board Member's Office, Compliance Dept., Regional Development Div., Finance Dept, TGES, TOKYO GAS COMMUNICATIONS, INC.

Corporate Executive Meeting

We have the Corporate Executive Meeting in place to deliberate on measures pertaining to corporate management issues. It is composed of 14 members, including the President, Executive Vice Presidents and Senior Executive Officers. In addition, two full-time audit & supervisory board members also attend the committee.

DFF Inc., Corporate Social Responsibility Sect, General Administration Dept., Corporate Planning Dept., Resources & Global Business Division, Energy Solution Div, Power Buisiness Dept., Pipeline Network Division, IT Division, Residential Sales Div., Fundamental Technology Dept., Energy Solution Div, Environmental Affairs Dept., Purchasing Dept. , Health Insurance & Employees' Welfare Sect., Personnel Dept., Internal Audit Dept., Audit & Supervisory Board Member's Office, Compliance Dept., Regional Development Div., Finance Dept, TGES, TOKYO GAS COMMUNICATIONS, INC.

In-house Committees

Our business departments and subsidiaries are organized along the LNG value chain to ensure that business is conducted with speed, efficiency, and professionalism. With that in mind, we are also reorganizing our operations into seven business domains to facilitate our evolution as a total energy business and accelerate our global business development. Important management issues concerning the company’s overall policies require investigations, studies, and arrangements spanning multiple business departments, subsidiaries, or business domains, and to that end we have also established cross-divisional in-house committees to enhance the consistency, effectiveness, and cohesiveness of our policies. These committees are chaired either by an executive officer or, in the case of the three most important committees responsible for ethics, safety, and customer satisfaction, by the president. The matters considered by each committee are reported as necessary to the Corporate Executive Meeting.

<Link>
▶ Corporate Governance (PDF:307KB) pdf
▶ Basic Policy on Corporate Governance (PDF:116KB) pdf
▶ Independence Standards for Outside Officers (PDF:74.5KB) pdf

DFF Inc., Corporate Social Responsibility Sect, General Administration Dept., Corporate Planning Dept., Resources & Global Business Division, Energy Solution Div, Power Buisiness Dept., Pipeline Network Division, IT Division, Residential Sales Div., Fundamental Technology Dept., Energy Solution Div, Environmental Affairs Dept., Purchasing Dept. , Health Insurance & Employees' Welfare Sect., Personnel Dept., Internal Audit Dept., Audit & Supervisory Board Member's Office, Compliance Dept., Regional Development Div., Finance Dept, TGES, TOKYO GAS COMMUNICATIONS, INC.