Basic information of Current Audit & Supervisory COMMITTEE
| Composition (as of March 25, 2022) |
・Total Number : 3 ・Inside Members’ Number : 1 (33%) ・Outside Members’ Number: ２ (67%) Each Members’ career and experience is shown on page 16~18 of Notice of the 66nd Ordinary General Meeting of Shareholders. |
| Term of Office | 2 years |
| Independency | ・All of outside members satisfy the “Selection Criteria for Independent Outside Directors and Independent Outside Audit & Supervisory Board Members” ・They also satisfy the requirement of Independent Officers specified in the rules of the Tokyo Stock Exchange. |
| Frequency of Audit & Supervisory Board Meetings | Once each month, and at other times whenever necessary. |
| Average Attendance Rate (as of December 31, 2022) |
100% |
Roles
The Audit & Supervisory Committee members of the Company take into consideration the responsibilities entrusted to them by the shareholders and carry out the following roles from an independent and objective standpoint:
1) Audit and supervision of the execution of duties of the Board of Directors and Executive Officers.
2) Appointment and dismissal of the Accounting Auditor
3) Exercise of authority concerning audit compensation
Qualification Standards
Audit & Supervisory Committee members must possess the sufficient experience and expertise to perform the appropriate auditing of business execution, and in particular, at least one of the elected Audit & Supervisory Committee members must possess a suitable level of insight regarding finance, accounting and legal affairs.
Employees requested to assist with the Audit & Supervisory Board members' duties and the independence of such employees from directors
To assist the performance of duties of the Audit & Supervisory Committee Members and the Audit & Supervisory Committee, the Audit & Supervisory Committee Secretariat has been established under the Audit & Supervisory Committee.
The Audit & Supervisory Committee Secretariat may, based on instructions from the Audit & Supervisory Committee, request each department or each subsidiary to provide necessary information for an audit. The Audit & Supervisory Committee Secretariat liaise with and makes adjustments between the Internal Audit Department and the audit & supervisory board members of subsidiaries based on instructions from the Audit & Supervisory Committee and assists with sharing information on audits.
An employee of the Audit & Supervisory Committee Secretariat is not subject to the instructions and orders of any Director (excluding those who are Audit & Supervisory Committee members) regarding the operations within the scope of the order given by the Audit & Supervisory Board Members. Furthermore, before any such employee is subjected to transfer, personnel evaluation or disciplinary action, the prior approval of Audit & Supervisory Committee is required.
Reporting to Audit & Supervisory Board members by the ASICS Group’s directors and employees, other reporting to Audit & Supervisory Board members, and ensuring the effective performance of Audit & Supervisory Board members' duties
The Selected Audit & Supervisory Committee Members identify the overall status of the Group’s corporate management by attending important meetings (including those of the Board of Directors, the Executive Board and Risk Management Committee), by exchanging information with the Group’s officers and employees, and by reading internal approval documents and reports. Audit & Supervisory Committee also consult with the Accounting Auditor accordingly and receive reports from Directors (excluding those who are Audit & Supervisory Committee members) or the Board of Directors on the matters listed below:
・Misconduct by Directors and employees in the course of their duties, violations of the law and The Company’s Articles of Incorporation, and other compliance issues;
・Facts that may cause serious loss or damage to the Company;
・Important information to be disclosed; and
・Matters of which the Global Whistleblowing System has been informed.
The Group has developed a system that enables officers and employees to provide information speedily and seamlessly in response to request from the Audit & Supervisory Committee or the Selected Audit & Supervisory Committee Members, and does not mistreat any officer or employee who has provided information.
Upon request of the Audit & Supervisory Committee or the Audit & Supervisory Committee Members, the Company pays in advance the expenses incurred for the execution of duties by the Audit & Supervisory Committee Members (limited to those in relation to execution of duties of the Audit & Supervisory Committee) (including the expenses incurred for obtaining advices from lawyers, certified public accountants and other external experts), reimburses such expenses and settles the payment of debts.