Log in
E-mail
Password
Remember
Forgot password ?
Become a member for free
Sign up
Sign up
New member
Sign up for FREE
New customer
Discover our services
Settings
Settings
Dynamic quotes 
OFFON

MarketScreener Homepage  >  Equities  >  Tokyo Stock Exchange  >  LIXIL Group Corporation    5938   JP3626800001

LIXIL GROUP CORPORATION

(5938)
  Report
SummaryChartsNewsRatingsCalendarCompanyFinancialsConsensusRevisions 
News SummaryMost relevantAll newsPress ReleasesOfficial PublicationsSector news

LIXIL : Oct 31, 2019ReleaseAnnouncement on Review of Corporate Governance at LIXIL Group and the Establishment of a Governance Committee as a Permanent Committee of the Board of > NEW

share with twitter share with LinkedIn share with facebook
share via e-mail
10/31/2019 | 01:07am EDT

October 31, 2019

LIXIL Group Corporation Kinya Seto

Representative Executive Officer, President and CEO (First Section of TSE/NSE, code 5938)

(Contact): Kayo Hirano

Senior Manager, Investor Relations Office

Announcement on Review of Corporate Governance at LIXIL Group and the Establishment of a

Governance Committee as a Permanent Committee of the Board of Directors

Following its 77th Annual General Meeting of Shareholders, held on June 25, 2019, LIXIL Group Corporation (hereinafter the "Company") established a Governance Committee within the Board of Directors to review past issues relating to the Company's governance, and to ascertain the root causes behind these issues and determine the sufficiency of the remedial actions taken to prevent a reoccurrence. The results of the review by the Governance Committee were reported to the Board of Directors as described below.

The Company announces that, based on the reported results of the review, the Board of Directors has resolved to establish the Governance Committee as a permanent voluntary committee within the Board of Directors, to strengthen the Company's corporate governance, increase transparency with objectivity, and grow corporate value.

The details of the review by the Governance Committee are as follows:

1. Scope and methodology of the review by the Governance Committee:

(1) Scope of the matters considered

Issues identified in relation to the decision-making process for the change of Representative Executive Officers during the past year; and,

Issues in relation to operations of the 77th Annual General Meeting of Shareholders, held on June 25, 2019

(2) Methodology

  • Issues identified in relation to the decision-making process for the change of Representative

Executive Officers during the past year

The primary methodology was a thorough review and consideration of internal documentation such as the full report created by the third party included in an announcement issued on April 9, 2019 and titled "Regarding the Release of the Review Report of Decision-Making Process for the Change of Representative Executive Officers", the Company's governance guidelines, board's rules, each committee's rules, past minutes and other internal and external materials (hereinafter "Considered documents").

  • Issues in relation to operations of the 77th Annual General Meeting of Shareholders, held on

June 25, 2019

The primary methodology was review and consideration of a series of operations in relation to the convocation of the Annual General Meeting of Shareholders, including the process of nomination of director candidates and their announcement, description of the convocation notice, forms of voting and proxy, an additional document of the proxy, and an examination of independence of outside director candidates.

2. Ascertaining root causes behind the governance issues and determining the sufficiency of the remedial actions taken to prevent a reoccurrence

Based on the findings of the review, the Governance Committee has determined, first of all, that the findings by the third party in "Regarding the Release of the Review Report of Decision-MakingProcess for the Change of Representative Executive Officers" released by the Company on April 9, 2019 are not unreasonable, and that the governance structure and processes that the Company has in place are appropriate. As such, no significant faults were found.

The Governance Committee did, however, find root causes in two main areas, as outlined below, which resulted in the governance issues at the Company. The Committee concluded that additional remedial actions are required to prevent a reoccurrence of these past issues.

(1) Ambiguity within guidelines and rules

Through the review, the Governance Committee found that, in certain areas, the guidelines and rules governing the operations of the Board of Directors and statutory committees remain ambiguous and leave room for interpretation when it comes to the execution of roles and responsibilities, despite the revision of the Corporate governance guidelines and the Nomination Committee rules made on February 25, 2019. For example, according to the Corporate governance guidelines that were revised on February 25, 2019, the Nomination Committee is supposed to submit its opinion to the Board of Directors in connection with the appointment and dismissal of Representative Executive Officer (CEO) as well as other Executive Officers. However, the revised rules created confusion or misunderstanding

with the previous Nomination Committee regarding execution of roles and responsibilities due to insufficient clarity.

(2) Risk of a lack of objectivity and fairness

Despite the governance structure that was in place, the review found that there nevertheless remains the risk of a lack of objectivity and fairness in the operation of the governance if not properly independently monitored and, specifically, if one member of the Board holds too much power and other Directors, even informally, become deferential to that individual. For example, this was found to have been an issue regarding the decision-making process for the change of Representative Executive Officer announced last year, when there were no discussions within the Nomination Committee excluding the two members of the Committee who were ultimately nominated as CEO and COO. In addition, during the process to convene the Annual General Meeting of Shareholders, the governance of the Board of Directors didn't work as expected to deter the announcement of two director candidates from the Shareholders' proposal as candidates by the Company before their consent was obtained.

3. Remedial Actions

Firstly, in order to prevent any confusion or misunderstanding from occurring, the guidelines and rules governing the Board of Directors and all statutory committees shall be revised for clarity and to eliminate any room for difference in interpretation. To do so, the Board of Directors and the committees will review all the guidelines and rules and update them in an orderly manner.

Secondly, in response to the risk of a lack of objectivity and fairness, the Board of Directors has established the Governance Committee within the Board of Directors as a voluntary and permanent committee, thereby fulfilling the monitoring and supervisory functions within the Board of Directors. This will also ensure that any individuals shall not become overly influential, and serve as a deterrent to prevent misuse of corporate governance mechanisms and the recurrence of procedural problems.

Roles and responsibilities of the Governance Committee

The Governance Committee will discuss and submit suggestions to the Board of Directors regarding the review and revision of the Company's Corporate Governance Guidelines, lead the effectiveness evaluation of the Board, and so on, to monitor and supervise the Company's corporate governance and for its continuous improvement.

Composition of the Governance Committee

To represent the interest of shareholders, the Governance Committee consists of five members, of which four members are Outside Directors. In addition, to ensure an effective link between the role of the Governance Committee and that of the Board of Directors itself in overseeing the Company's

governance, the Governance Committee includes Masatoshi Matsuzaki, the Chairman of the Board, as a member of the Committee.

Members:

Chairperson

Teruo Suzuki (Outside director: Audit Committee member)

Member

Masatoshi Matsuzaki (Outside director: Chairperson of the Board,

Nomination Committee member)

Member

Yuji Nishiura (Outside director: Chairperson of the Nomination committee,

Compensation Committee member)

Member

Kaoru Onimaru (Outside director: Nomination Committee member)

Member

Keiichiro Ina (Internal director: Nomination Committee member)

The Governance Committee collaborates with the Company's three statutory committees (i.e. Nomination Committee, Audit Committee, and Compensation Committee) to improve the Company's corporate governance. The Governance Committee will inform shareholders, investors, and other stakeholders about the status of progress through various disclosure documents such as securities report, the corporate governance report, and other types of disclosure documents.

(Reference) Corporate Governance Structure

General Meeting of Shareholders

Dismissal Appointment

LIXIL Group

Directors

Decision on director candidates

Chairman of the Board of

(Inside and/or

)

Overseen

Directors

Selection and/or

Dismissal

Selection and

Dismissal

Compensation Committee

Company

By

Board of Directors

Report

(oversight of decision-making and

business execution)

Nominatinga with

Dismissal ppointmentA

Report

Legality Audit

Legality Audit

Validity Audit

Validity Audit

Representative Executive Officer and Executive Officers

ofExecution

Decision-making and execution of business regarding matters delegated by the Board of Directors

Internal Audit Committee, Compliance Committee, Risk Management Meeting,

Executive Meetings and Various Other Meetings

Duties

M&A Committee, Investment Review Committee, Corporate Responsibility Committee

Business

Management

Each Operating

Supervision

Company

And

Board

General Meeting of Shareholders

Auditors

CompanywithCompany

Company.etcAuditors,of

Audit Committee Member or Auditor

Board of Directors

Management Meeting

Each Division

Audit

Audit

Appointment

Committee) Audit Internal the and Committee Audit the with (coordination Auditor Accounting

This is an excerpt of the original content. To continue reading it, access the original document here.

Disclaimer

LIXIL Group Corporation published this content on 31 October 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 31 October 2019 06:06:04 UTC

share with twitter share with LinkedIn share with facebook
share via e-mail
Latest news on LIXIL GROUP CORPORATION
03/30LIXIL GROUP CORPORATION : Ex-dividend day for final dividend
FA
03/23LIXIL : Mar 23, 2020Release(Correction) Partial correction of“Notification..
PU
03/23LIXIL : Mar 23, 2020ReleaseNotification Regarding Plans for Simplified and Short..
PU
03/23LIXIL : Mar 23, 2020ReleaseNotification Regarding Determination of Director Cand..
PU
03/23LIXIL : Mar 23, 2020InfoExplanatory Material for Briefing on Progress of Managem..
PU
03/23LIXIL : Introduces New Transformation Measures to Simplify Organization, Improve..
PU
02/09LIXIL : Feb 10, 2020ReleaseStatement in Response to Media Reports > NEW
PU
01/30LIXIL : Jan 31, 2020ReleaseConsolidated Financial Results for the Third Quarter ..
PU
01/30LIXIL : Jan 31, 2020ReleaseQ3 Results for the Fiscal Year Ending March 31, 2020&..
PU
01/30LIXIL : Revenue and Profit Grow Over Three Quarters
PU
More news
Financials (JPY)
Sales 2020 1 828 B
EBIT 2020 39 594 M
Net income 2020 18 607 M
Debt 2020 756 B
Yield 2020 5,73%
P/E ratio 2020 19,2x
P/E ratio 2021 13,0x
EV / Sales2020 0,61x
EV / Sales2021 0,60x
Capitalization 355 B
Chart LIXIL GROUP CORPORATION
Duration : Period :
LIXIL Group Corporation Technical Analysis Chart | 5938 | JP3626800001 | MarketScreener
Technical analysis trends LIXIL GROUP CORPORATION
Short TermMid-TermLong Term
TrendsBearishBearishBearish
Income Statement Evolution
Consensus
Sell
Buy
Mean consensus HOLD
Number of Analysts 11
Average target price 1 933,00  JPY
Last Close Price 1 222,00  JPY
Spread / Highest target 121%
Spread / Average Target 58,2%
Spread / Lowest Target 22,7%
EPS Revisions
Managers
NameTitle
Kinya Seto Executive President, CEO & Representative Director
Masatoshi Matsuzaki Chairman
Sachio Matsumoto Chief Financial Officer, EVP, Head-Accounting, M&A
Ryo Nihei Chief Technology Officer
Yugo Kanazawa Chief Digital & Information Officer
Sector and Competitors
1st jan.Capitalization (M$)
LIXIL GROUP CORPORATION0.45%3 626
ASSA ABLOY-21.44%20 987
SAINT-GOBAIN-40.58%13 242
MASCO CORPORATION-32.47%9 118
FORTUNE BRANDS HOME & SECURITY, INC-45.79%6 042
TOTO LTD.-4.01%5 658