「監査等委員会設置会社」のガバナンスを考える

抄録

Companies Act revisions establish a new choice for governance known as the "one board, one committee" system while also requiring that companies with no external directors explain this absence before their annual shareholder meetings. These revisions allow companies with at least two external directors greater governance flexibility while also clarifying the board's supervisory function when compared to that of "two board" companies. The fundamentals of governance system development according to OECD governance principles, ISO26000, and the new COSO, are (a) sustainable growth through moderation of stakeholder interests; (b) establishment shared-value-type governance by management; (c) compatibility of misconduct prevention and sustained growth; (d) recognition of the strengths of Japanese-style management and governance; and (e) dissemination of governance information. Japanese industry must practice these fundamentals if it is to make productive use of the one board, one committee provisions.