Corporate Governance (Internal Control System)

The Cosmo Energy Group Management Vision is, "Striving for an infinite tomorrow, developing sustainably in harmony with humanity, society, and our planet." We pursue management transparency and efficiency, prompt execution of business, and thorough risk management and compliance based on the Cosmo Energy Group Code of Conduct, which serves as a specific guideline for implementing and achieving the Management Vision, and other Cosmo Energy Group’s policies, which serve as the general principles for implementing the Code of Conduct and executing business appropriately.

We have also established the Basic Policy on Corporate Governance to ensure transparent, fair, prompt, and decisive decision-making, and we strive continuously to enhance and strengthen corporate governance.

Internal Control System

In order to implement the Group Management Vision and the Code of Conduct and to execute duties appropriately and efficiently, the Cosmo Energy Group has established, in accordance with the “Basic Policy on Internal Control System (Japanese),” a system of execution of duties by the directors and employees of Cosmo Energy Holdings and its Group companies, a system of risk management and internal audit supporting such execution, and a system to ensure that audits by the Audit and Supervisory Committee are conducted effectively.

Sustainability promotion structure

Aiming to realize our Group Management Vision, the Company has established a Sustainability Strategy Council and a Sustainability Committee as organizational structures to oversee sustainability and internal control-related activities. In addition, committees have also been established at each core operating company and semi-core operating company according to their respective functions. These committees work with the Company’s Sustainability Strategy Council to ensure that all Group companies are on the same page.

 

The Sustainability Strategy Council evaluates the results of efforts to address material issues and reports important issues to the Board of Directors. In fiscal 2025, the Sustainability Strategy Committee met seven times and discussed 22 agenda items, of which 9 were reported to the Board of Directors for deliberation and further discussion.

 

Where necessary, the matters discussed by the Sustainability Strategy Council are shared with Group companies through the Sustainability Liaison Committee. Moreover, the evaluation of efforts to achieve Materiality KPIs (ESG Targets) has been reflected in executive remuneration as directors and executive officers work to ensure sustainable management.

For information on the agenda items of the Sustainability Strategy Council and the governance framework for sustainability promotion (internal controls), please refer to the Sustainable Management Promotion System.

PDCA cycle

We have defined KPIs for each of the material issues we have identified, setting annual targets and reporting progress to both the Sustainability Strategy Council and the Board of Directors once every six months (Progress on GHG reduction measures is reported once per quarter). The details of reports are then relayed back to Group companies through the Sustainability Liaison Committee, ensuring effective implementation of the PDCA cycle.

KPI review cycle