Governance Initiatives
We aim to generate sustainable value for all shareholders in keeping with Kyuden Group’s Mission by engaging in operations that are socially
meaningful from a long-term perspective. It is a top management priority to strengthen corporate governance to ensure that we do business
properly.
Basic Stance
Corporate Governance
Appoint or dismiss
Appoint or dismiss
Appoint or dismiss
Report
Determine that
accounts audits
are appropriate
Audit Audit & Supervisory Committee Office
Audit & Supervisory Committee
Business Execution Structure
Compliance
Committee
Accounting
Auditor
Board of Directors
Members of the Board of Directors
(Audit & Supervisory Committee members)
Members of the Board of Directors
(excluding Audit & Supervisory Committee members)
Audit
Audit accounts
Liaise
Appoint, dismiss,
delegate business execution
Implementation
monitoring
Supervise
Delegate
Report
Internal
auditing
President & Chief Executive Officer
Company, Headquarters, Divisions,
Branch Offices, Group companies, etc.
Corporate Management Committee
Report
Instruct
Submit and report on important matters
Coordinate
and instruct
• Management Auditing Office
• Nuclear Auditing Office
• Auditing Office, Power Transmission and
Distribution Company
Internal Auditing Body
General Meeting of Shareholders
■しかく Corporate Governance Structure
■しかく Overview of Internal Organizations
Organization Role
Members
(As of March 31, 2018)
Meeting Frequency, etc.
Board of Directors
• Decides on important corporate management matters
• Supervises performance of duties
• 
15 members of the Board of Directors in total
(including 2 external members of the Board of
Directors)
Once a month in principle
(18 times during FY2017)
Corporate Management
Committee
• 
Considers matters that were decided by the Board of
Directors in advance
• Makes important decisions on business execution
• 
President, vice president, senior managing
executive officers, managing executive officers,
and others 16–27 members (11 members
attended in response to agenda)*In addition to the above, two external directors
attended
Once a week in principle
(41 times during FY2017)
Audit & Supervisory
Committee
• 
Performs audits relating to general status of members of the
Board of Directors’ performance of duties
→ 
Attends Corporate Management Committee and other
important meetings
→ 
Receives oral reports from executive divisions, consolidated
subsidiaries, and others
→ Performs business site inspections
→ 
Deliberates and decides on important matters related to
audits stipulated by laws and regulations and the articles of
incorporation
• 
6 Audit & Supervisory Committee members in
total (including 3 external Audit & Supervisory
Committee members)*The Audit & Supervisory Committee Member
Office, which has 12 members, was established
to assist the Audit & Supervisory Committee
members as a specialist organizational body
*Information from 
Board of Corporate Auditors
Once a month in principle
(15 times during FY2017)*Board of Corporate Auditors actual
result
Internal auditing body
• 
Audits observance of laws, regulations, and so forth
in divisions and business sites and status of business
execution
• 
Audits quality assurance systems in place to monitor safety
initiatives and the status of operations based on these
• Management Auditing Office (19)
• Nuclear Auditing Office (8)
• 
Auditing Office, Power Transmission and
Distribution Company (8)
*Held constantly as part of duties
Kyuden Group Annual Report 201856We believe that strengthening governance and accelerating decision-making is critical to respond to our changing operating environment
more flexibly and dynamically. Consequently, in June 2018, we transitioned from an Audit and Supervisory Board model to an Audit and
Supervisory Committee model.
The Company conducted questionnaires and interviews with members of the Board of Directors, and the results were submitted for
discussion to the Board of Directors.
It was determined that Board of Directors decision-making with respect to important matters, and oversight of operational execution, are
being performed appropriately, and that meetings are being conducted with the goal of active, high-quality deliberations.
Transition to a Company with an Audit and Supervisory Committee
Analysis and Evaluation of Overall Effectiveness of Board of Directors
Objectives
●くろまる Strengthen auditing supervision of the Board of Directors by giving audit personnel board voting rights
●くろまる Accelerate decision-making by delegating decisions from the Board of Directors to directors
(1) Regarding the function and composition
of the Board of Directors
●くろまる Appropriateness of the decision-making process
●くろまる Formulation and external disclosure of management strategies
and policies
●くろまる Appropriateness of supervision of business execution
●くろまる Appropriateness of composition (diversity, scale)
(2) Operation of the Board of Directors
●くろまる Appropriateness of determination of matters for resolution
and reporting and matters for deliberation
●くろまる Clarity of materials and explanations
●くろまる Appropriateness of frequency and time allocation for
deliberation
General Meeting of Shareholders
Members of the Board
of Directors
Voting rights: Voting rights:
Audit
and supervise
Internal: 12 persons
External: 2 personsyesMembers of the Board of Directors
(Audit & Supervisory Committee
members)
5 persons
Internal: 2 persons
External: 3 persons
Appoint Dismiss Appoint Dismiss
Board of Directors
Governance
Initiativesyes14 persons
Kyuden Group Annual Report 2018 57
ESG Section
Candidates for Board membership are selected based on consideration of their character, judgment, and background, and after Board of
Director deliberations with the participation of external directors. Candidates who are members of the Audit and Supervisory Committee
must gain approval from that board before becoming Board of Directors candidates.
In addition, the election of director candidates by the Board is preceded by a meeting of the Personnel Committee, which is chaired by an
external director, to obtain appropriate involvement and advice from external directors and ensure transparency and objectivity in candidate
selection.
Nomination Policies and Procedures
Director remuneration is set at levels appropriate to the individual’s capabilities and responsibilities, taking into account such factors as our
operating environment, compensation at other enterprises, principally listed companies, and Kyushu Electric Power employee compensation
as a whole.
Specifically, remuneration breaks down into monthly remuneration, bonuses, and stock compensation, which was adopted this fiscal
year. To ensure objectivity and transparency, the Compensation Committee, which is chaired by an external director, reviews all aspects of
director compensation for review and decision by the Board of Directors and the Audit and Supervisory Committee.
Bonuses for directors (excluding external directors and Audit and Supervisory Committee members) are linked to the company’s business
performance, with an upper limit, to clarify directors’ responsibility for business results and as an incentive to better business performance.
Remuneration Policies and Procedures
A performance-based stock compensation system was adopted for directors (excluding external directors and Audit and
Supervisory Committee members) beginning this fiscal year. The system awards company stock to directors, proportionate
to their degree of fulfillment of business performance targets. The goal of the system is for directors to share corporate
value with stockholders, and further incentivize directors to contribute to enhancing corporate value and raising the
company’s stock price through achievement of management objectives.
Adoption of Performance-based Stock Compensation
Committee
Total
members
(persons)
Statutory
members
(persons)
Internal
directors
(persons)
External
directors
(persons)
External
experts
(persons)
Other
(persons)
Chairperson
Nominating
discretionary
committee
Personnel Committee 4 0 2 2 0 0
External
director
■しかく Discretionary committee status, member composition, chairperson affiliation
Committee
Total
members
(persons)
Statutory
members
(persons)
Internal
directors
(persons)
External
directors
(persons)
External
experts
(persons)
Other
(persons)
Chairperson
Compensation
discretionary
committee
Compensation
Committee
6 0 4 2 0 0
External
director
■しかく Discretionary committee status, member composition, chairperson affiliation
Kyuden Group Annual Report 201858To manage risk, we regularly identify, categorize and assess risks based on our risk management rules, clarifying Company-wide and
division-specific threats that could affect management.
Each division and business office produces contingency plans to appropriately manage clear general and specific risks.
With regard to risks that relate to multiple departments and risks for which concerns of materializing are high, we share information
among related departments, clarify response structures and address these risks appropriately.
For nuclear power in particular, we take external knowledge and opinions into consideration as we work to identify a broad range of risks,
share this information with members of the Board of Directors and executive officers and address the risks thoroughly and on an ongoing
basis.
When these risks arise, and events occur including emergency disasters involving loss of public trust or major adverse operational or social
effects, rapid and appropriate response is critical. To this end, we have codified our risk response structures and procedures, and carry out
regular drills.
Risk Management
Principal Risks
●くろまる Changes in systems affecting the electric power
business, etc.
●くろまる Status of the environment surrounding nuclear power
generation
●くろまる Fluctuations of electric power sales volume, etc.
●くろまる Fluctuations of fuel price
●くろまる Costs related to nuclear power backend costs, etc.
●くろまる Costs related to climate change
For details, see Business and Other Risks (page 68)
■しかく Risk Management System
President
Report & consult
Risk Management Administrator Risk Management Department
External experts (think tank)
xx Branch
supervisory area
Risk Management
Supervisor
Risk Management
Supervisor
Risk Management
Supervisor
xx Branch
supervisory area
xx Branch
supervisory area
Risk Management Officer
(Vice President)
Branch
supervisory
areas
Supervising departments
Liaise
Risk management
meetings
xx Headquarters
Risk Management
Supervisor
xx Headquarters
Risk Management
Supervisor
xx Headquarters Risk Management
Supervisor
Governance
Initiatives
Kyuden Group Annual Report 2018 59
ESG Section