Tokyogasgroup csr report

Board of Directors

In 2002, we significantly reduced the number of directors to increase 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 to improve transparency and reinforce the supervision of business operations. As of June 2018, the Board of Directors had eight members, including three 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 the Basic Policy on Officer Remuneration not only to clarify their management responsibilities for Company performance but also to ensure objectivity and transparency regarding remuneration (the policy was updated in February 2012, with some expressions revised). Under 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. To reflect shareholders’ perspectives in management, all directors excluding outside directors are required to purchase Company stock every month and maintain ownership of this stock during the term of their service in accordance with the Guidelines for Stock Purchases.

 
Types of Directors Total Value of Remuneration
(Million Yen)
Total Value of Remuneration by Type (Million Yen)
Base Salary Stock Options Bonuses Retirement Allowance Number of Directors Subject to Remuneration
Directors (excluding outside directors) 464 386 - 78 - 10
Audit & Supervisory Board members (excluding outside members) 74 74 - - - 3
Outside directors 34 26 - 8 - 3
Outside Audit & Supervisory board members 32 32 - - - 4

Note 1: Total remuneration above includes payments to two directors and two Audit & Supervisory Board members (including 1 outside member) who retired at the conclusion of the 217th Ordinary General Shareholder’s Meeting.

Note 2: The total basic monthly salary for all directors, including outside directors, approved at the 205th Ordinary General Shareholder’s Meeting, is to be a maximum of 50 million yen per month, and total bonuses for all directors approved at the 206th Ordinary General Shareholder’s Meeting is to be a maximum of 90 million yen per year.

Note 3: The total basic monthly salary for all Audit & Supervisory Board members, including outside members, approved at the 190th Ordinary General Shareholder’s Meeting, is to be a maximum of 12 million yen per month.

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 over 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 Group 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 the Advisory Committee, which comprises five members with outside members in the majority. These members are appointed by the chairman, president and Board of Directors. 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 management transparency and objectivity.

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

The purpose of the Corporate Executive Meeting is to deliberate on measures pertaining to corporate management issues. It is composed of 11 executive officers with operational responsibilities. In addition, two full-time Audit & Supervisory Board members attend the committee meetings.

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

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 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 with operational responsibility 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.
 

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.