------------------

Enhancing Corporate Governance

CITIZEN Group’s Corporate Governance

The CITIZEN Group endeavors to improve corporate value and contribute to society through sustained activities in harmony with the local community and the global environment, under the corporate philosophy of "Loved by citizens, working for citizens." To continuously further this goal, we strive to reinforce corporate governance in recognition of the importance of ensuring management transparency and supervising management from various different angles.
We have also established a Nominating Committee and a Compensation Committee, consisting of outside directors and the representative director, as advisory boards.

Initiatives to Enhancing

The CITIZEN Group is striving to further enhance corporate governance in order to ensure sustainable growth through the achievement of the Group's overall business goals. With the global economy and society changing at an unprecedented pace, CITIZEN WATCH plays a central role in managing and supervising the entire Group in order to respond to the various social issues we face.

Corporate Governance Structure

CITIZEN WATCH has a Board of Directors comprised of seven directors knowledgeable about its business content and three highly independent outside directors. The Board of Directors makes decisions regarding the execution of business and oversees the execution of business. It also adopts the board of auditors system with three members included two outside auditors.
To increase transparency in management, a Nominating Committee and Compensation Committee in which the outside auditors hold a majority have been established as voluntary authorities. The Nominating Committee discusses matters related to the selection of the representative director, the president, and the chairperson of the board, and its main duty is to provide advice to the Board of Directors. The Compensation Committee discusses matters related to the standards for and compensation received by the directors, and its main duty is also to provide advices counsel to the Board of Directors.
Each committee is composed of three or more Directors, who are appointed by a resolution of the Board of Directors. The majority of committee members are Outside Directors and at least one of them is a Representative Director. The Chairperson of each of the committees is an Outside Director and is elected by the members of the committee.
In accordance with the audit policy and audit plans prescribed by the Audit & Supervisory Board, to carry out initiatives for further enhancement of corporate governance, each auditor attends the Board of Directors meetings, Group management meetings, and management meetings, inspects important documents such as authorization documents and reports from the Board of Directors, etc. concerning the execution of duties, and implements rigorous audits on the conduct of affairs by directors through means such as examining business operations and assets.

Employee stock Ownership program

The CITIZEN Group has adopted an employee stock ownership program as a benefit for employees, mainly at Group companies in Japan. This helps employees build assets by making it easy for them to acquire stock in Citizen Watch Co., Ltd., by continually making contributions to the program in small amounts. Membership in this program also increases employees' sense of involvement in management and helps to protect the Company, since employees are a stable class of shareholders.

As of March 31, 2021
  Members Shares held Percentage of voting rights held
CITIZEN Group Employee Stock Ownership Program 2,146 persons 5,039,961 shares 1.61%