Basic Views on Corporate Governance for the Group
Based on our Group mission to sensitize the world to beauty, the POLA ORBIS Group offers a number of brands each with differing properties. We deploy our businesses based on the recognition that our strengths are in our high brand loyalty through direct ties with customers, R&D capabilities in the skincare area through concentration of our resources, and multi-value chain strategy exploiting strong synergistic effects of our brands upon each other. Each operating company under the Group umbrella essentially manages itself autonomously and independently, while POLA ORBIS HOLDINGS, as the holding company, retains management control over each operating company and strives to increase corporate value through ensuring sound management and improved efficiency in Group operations overall.
The POLA ORBIS Group also incorporates compliance into CSR activities, emphasizing compliance as an integral part of business. The POLA ORBIS Group strives to realize sustainable development of the Group through initiatives where the Group, as a good corporate citizen, works to deepen cooperation and establish trustful relationships with various stakeholders, including shareholders and business partners, and fulfills its corporate responsibilities. In addition, the Company has established the POLA ORBIS Group Code of Conduct to cover the various facets of responsible corporate activity, including legal compliance, environmental protection, and shareholder relations, and all executives and other employees pledge to abide by the Code of Conduct.
Corporate Governance Structure
| Purpose and Activities | Members | Meeting Schedule | |
|---|---|---|---|
1. Board of Directors | The Board bears responsibility for achievement of Group business performance and is authorized to supervise subsidiaries and make decisions for the Group on important matters. The Board of Directors meets monthly, in principle, to make resolutions and reports regarding important matters related to management, such as results of analysis of differences between budgeted and actual figures for the month, in addition to matters as prescribed in laws, regulations, and the Articles of Association. | 10 directors (5 of whom are independent outside directors) | At least once a month. In 2025, directors met 20 times. |
2. Board of Corporate Auditors | Each corporate auditor attends important meetings such as Group managerial meetings, as well as the General Meetings of Shareholders and Board of Directors meetings, and receives reports from directors, employees, and the accounting auditor, among other activities involved in its supervision of the business execution of directors. | 3 corporate auditors (2 of whom are outside corporate auditors) | In 2025, meetings were held 15 times. |
3. Group Managerial Meeting | The Group managerial meeting deliberates and reports on important matters related to the Company and subsidiaries. | Membership in the Group managerial meeting consists of Company directors and the full-time corporate auditor as well as subsidiary presidents, directors, and others chosen for membership through resolutions of the Company Board of Directors. | - |
4. Nomination Advisory Committee (voluntary) | The Committee’s role is to ensure the objectivity, transparency, and effectiveness of the decision-making process regarding personnel affairs important from a management perspective by deliberating and reporting on matters such as the nomination of Company Director candidates, appointment of Corporate Officers, and nomination of Director candidates at subsidiaries, etc., based on requests from the Board of Directors. | The majority of the membership consists of Outside Directors, and an Outside Director designated by the Board of Directors shall chair the committee. | In 2025, meetings were held 5 times. |
5. Compensation Advisory Committee (voluntary) | The Committee’s role is to ensure the objectivity, transparency, and effectiveness of the decision-making process by deliberating and reporting on matters such as the system design of the compensation program for Company executives, compensation for Company Directors, and compensation, etc. for Directors and Corporate Officers at subsidiaries, etc. of the Company, based on requests from the Board of Directors. | The majority of the membership consists of Outside Directors, and an Outside Director designated by the Board of Directors shall chair the committee. | In 2025, meetings were held 9 times. |
In considering the balance of knowledge, experience, and skills on the Board of Directors, together with its diversity and size, the Company considers it important that the board consist of members who possess wide-ranging perspectives and a wealth of experience and specialized knowledge, as well as the ability to reflect these properties appropriately in Company management through flexible thinking. It aims for a state in which the knowledge, experience, abilities, and other attributes of Board members are mutually complementary and maintained in a healthy balance.
A skills matrix is prepared covering such matters as the knowledge, experience, and competencies of each director and corporate auditor. Readers are encouraged to view the skills matrix below.
Please refer to our convocation notice of the annual shareholders’ meeting for the reasons for appointment as directors.
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Corporate Governance Report
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Basic Policy on Corporate Governance
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The POLA ORBIS Group’s policy for determining the remuneration, etc., of executives is as follows. This policy was decided by the Board of Directors after deliberations and reports by the Compensation Advisory Committee.
1. Basic views
The POLA ORBIS Group considers executive remuneration an important means of realizing the sustained growth of the Group and increased corporate value over the medium to long term. As the Group holding company, the Company makes clear the business execution roles and responsibilities of Company directors and other executives, whose main duties are to make decisions on overall Group management and to supervise business execution, and the directors of subsidiaries to which the Company delegates business execution authority. Executive remuneration is based on the responsibility for business performance and other results in relevant areas of business execution and serves as strong motivation for achieving results over not only the short term but the medium and long terms as well. In addition, executive remuneration is oriented toward further sharing of gains with shareholders by making clear its linkage to share prices.
2. Remuneration levels
Remuneration levels are set in consideration of the scale of individual roles and responsibilities, through consideration of the POLA ORBIS Group’s business conditions and competitive strengths in external markets, and comparison with firms in the same industries or of the same size both in Japan and worldwide.
3. Remuneration structure
The POLA ORBIS Group’s executive remuneration (excluding that for outside directors and corporate auditors) consists of a fixed basic component and variable annual bonuses and a performance-linked share-based component. Annual bonuses include additional mission payments for executives responsible for specific missions, in addition to remuneration paid in accordance with the achievement of business performance targets. Remuneration for outside directors consists of a basic component and a non-performance-linked, share-based component. Remuneration for corporate auditors consists only of a fixed basic component. The share of executive remuneration accounted for by variable remuneration is set within the range of 40% to 65%, depending on the job grade category and mission of the individual executive. Variable annual bonuses vary within the range of 0% to 200%, depending on such factors as the Group’s achievement of business performance targets and each individual’s achievement of mission KPIs for the fiscal year, while that of the performance-linked, share-based component varies within the range of 0% to 200%, depending on such factors as the Group’s achievement of business performance targets in the medium-term management plan and other targets.
4. Executive remuneration decision-making process
To ensure objectivity and transparency in the executive remuneration decision-making process, the Company has established a Compensation Advisory Committee, whose majority and chair are outside directors, to serve as a voluntary advisory body to the Board of Directors. Decisions on the POLA ORBIS Group’s executive remuneration are made by the Board of Directors within the scope of the remuneration limits approved at the Annual Shareholders’ Meeting after deliberations and reports by the Compensation Advisory Committee.
Total, including compensation by executive classification, and total by type of compensation (Fiscal 2025)
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unit: mil. yen
