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  5. Operation of the Board of Company Auditors

Operation of the Board of Company Auditors

Appointment or dismissal of company auditors

The appointment or dismissal of company auditors is resolved at the General Meeting of Shareholders. IIJ submits the proposal of candidates for company auditors to the General Meeting of Shareholders with the consent of the Board of Company Auditors. In order to ensure the effectiveness of audits, IIJ selects candidates for corporate auditors impartially on the basis of their ability, who are familiar with corporate governance-related systems and have a high level of knowledge of laws and regulations as well as finance and accounting, regardless of age, gender and other factors. In addition, IIJ makes an effort to appoint financial and legal experts as company auditors.

Results of operation of the Board of Company Auditors and attendance at meetings of the Board of Directors

The Board of Company Auditors holds meetings once a month, at which each company auditor reports on the status of execution of duties and requests reports from the accounting auditor, officers and employees as necessary. Company auditors attend meetings of the Board of Directors and monitor the Board of Directors’ decision-making processes and business supervision through vigorous discussions and exchanges of opinions.

Year Number of meetings of the Board of Company Auditors/Attendance Number of subjects
FY2021 Total 13 times
  • Attendance of all auditors: 13 times
  • Absence of auditors: None
Total 85 subjects
  • Subjects for approval: 18 subjects
  • Subjects for reporting: 67 subjects
FY2020 Total 13 times
  • Attendance of all auditors: 12 times
  • Absence of auditors: Mr. Ohira once
Total 78 subjects
  • Subjects for approval: 16 subjects
  • Subjects for reporting: 62 subjects
FY2019 Total 15 times
  • Attendance of all auditors: 13 times
  • Absence of auditors: Mr. Michishita twice
Total 78 subjects
  • Subjects for approval: 15 subjects
  • Subjects for reporting: 63 subjects
Year Number of meetings of the Board of Directors /Attendance
FY2021 Total 12 times  
  • Attendance of all auditors: 12 times
  • Absence of auditors: None
FY2020 Total 12 times  
  • Attendance of all auditors: 11 times
  • Absence of auditors: Mr. Ohira once
FY2019 Total 12 times
  • Attendance of all auditors: 10 times
  • Absence of auditors: Mr. Michishita twice

Results of company auditors’ audits

The Board of Company Auditors holds regular meetings with the representative directors to exchange opinions on issues that needs to be addressed by IIJ and important audit-related issues. The Board of Company Auditors ensures the effectiveness of audits by actively conducting interviews with directors and executive officers etc. and by communicating with the accounting auditor.

Results of company auditors’ audits

Year Results of activities
FY2021
  • Exchanges of opinions with representative directors: 4 times
  • Interviews with directors, executive officers, managers of departments, etc.: 92 times
  • Interviews with directors etc. of subsidiaries and equity method investees: 170 times
  • Exchanges of opinions with the Internal Auditing Office: 17 times
  • Exchanges of opinions with the accounting auditor: 48 times
FY2020
  • Exchanges of opinions with representative directors: 5 times
  • Interviews with directors, executive officers, managers of departments, etc.: 75 times
  • Interviews with directors etc. of subsidiaries and equity method investees: 214 times
  • Exchanges of opinions with the Internal Auditing Office: 13 times
  • Exchanges of opinions with the accounting auditor: 61 times
FY2019
  • Exchanges of opinions with representative directors: 6 times
  • Interviews with directors, executive officers, managers of departments, etc.: 100 times
  • Interviews with directors etc. of subsidiaries and equity method investees: 169 times
  • Exchanges of opinions with the Internal Auditing Office: 26 times
  • Exchanges of opinions with the accounting auditor: 68 times

Operation of whistleblowers hotline system

IIJ Group operates a whistleblowers hotline system, with contact points in accordance with legal requirements, to ensure compliance with laws and regulations regarding corporate activities and to enhance and maintain corporate ethics. IIJ ensures the effectiveness of the whistleblowers hotline system by securing the anonymity of whistleblowers and prohibiting disadvantageous treatments.

Determination of remuneration for company auditors

The upper limit of the maximum aggregate amount of remuneration for company auditors is JPY 100 million or less per year, which has been applied to the current four company auditors. From the viewpoint of ensuring their independence, remuneration for corporate auditors is not linked to IIJ’s business performance. Therefore, their remuneration is fixed remuneration (cash remuneration).

Year Number of company auditors Aggregate amount of remuneration for company auditors
FY2021 4 JPY 32,853 thousand
(Outside company auditors JPY 17,749 thousand)

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