[Translation for Reference and Convenience Purposes Only]
CORPORATE GOVERNANCE REPORT
INPEX CORPORTION
Last Update: August 10, 2023
INPEX CORPORATION Takayuki Ueda Representative Director, President & CEO
Contact: Corporate Communications Unit, Investor Relations Group +81-3-5572-0750 Securities Code: 1605 https://www.inpex.co.jp/english/
The corporate governance of INPEX CORPORATION (hereinafter "INPEX" or the "Company") is described below.
I | Basic Views on Corporate Governance, and Basic Information on Capital Structure, | ||
Corporate Attributes, and Other Matters | |||
1. Basic Views
The mission of the Company is to contribute to the creation of a brighter future for society through our efforts to develop, produce and deliver energy in a sustainable way. Based on this mission, in order to achieve sustainable growth and increase corporate value over the medium- to long-term, the Company fulfills its social responsibilities in cooperation with its shareholders and other stakeholders, and works to enhance its corporate governance for the purpose of conducting transparent, fair, timely, and decisive decision-making.
The Company formulated the "Corporate Governance Guidelines" (hereinafter the "Guidelines") regarding the basic views and principles on corporate governance of the INPEX Group, as disclosed on the Company's website. https://www.sustainability-report.inpex.co.jp/fy2022/en/_assets/downloads/e-guidelines.pdf
Reasons for Non-compliance with the Principles of the Corporate Governance Code
The Company complies with all the principles of the Corporate Governance Code.
Disclosure Based on the Principles of the Corporate Governance Code
[Principle 1-4:Cross-Shareholdings]
See Article 7 ("Policy Concerning Cross-Shareholdings") of the Guidelines of the Company. Fiscal year 2022's situation is as follows.
The Company assessed whether or not to hold each individual cross-shareholding by comprehensively examining the purpose of the cross-shareholding, dividend income, current transactions with the company, medium-to long- term opportunities for expanding transactions, business synergies and risks, etc., while considering the Company's cost of capital. The Company confirmed that it will consider selling shares for which the Company assessed the necessity to hold has decreased.
[Principle 1-7: Related Party Transactions]
See Article 9 ("Related Party Transactions and Submission of Pledges"), Paragraphs 1 and 2 of the Guidelines of the Company.
[Principle 2-4-1: Ensuring Diversity in the Promotion to Core Human Resources] See "3. Measures to Ensure Due Respect for Stakeholders" of this report.
[Principle 2-6: Roles of Corporate Pension Funds as Asset Owners]
The Company entrusts the management and administration of its trust-type defined benefit corporate pension plans to financial institutions which have accepted the Stewardship Code.
For the purpose of maintaining appropriate management of the Company's pension funds, the Company established the Pension Committee which consists of board members in charge of Human Resources and Finance & Accounting
and representatives from the labor union. Matters of financial administration, including formulation and revision of investment basic policy, investment management and political asset mix shall be discussed in the Pension Committee and minutes of the Pension Committee's meetings are disclosed to the beneficiaries.
An internal department monitors and manages conflicts of interest for fund investment. Members of the Pension Committee also are encouraged to participate in various training courses for strengthening their professional expertise.
[Principle 3-1: Full Disclosure]
- Company objectives (e.g., business principles), management strategies and management plans
See"Long-term Strategy and Medium-term Business Plan (INPEX Vision @2022)"as disclosed on the
Company's website. https://www.inpex.co.jp/english/company/pdf/inpex_vision_2022.pdf - Basic views and principles on corporate governance
See the "1. Basic Views" of the "Basic Views on Corporate Governance, and Basic Information on Capital Structure, Corporate Attributes, and Other Matters" of this report. - Board policies and procedures in determining the compensation of the senior management and Directors
See Article 27 ("Compensation for Directors, etc.") of the Guidelines.
- Board policies and procedures in the appointment and dismissal of the senior management and the nomination of candidates for Directors and Audit & Supervisory Board Members
See Article 25 ("Directors, etc.") and Article 28 ("Audit & Supervisory Board Members") of the Guidelines. - Explanations with respect to the individual appointments, dismissals and nominations based on the above (iv)
For the reasons for nominating the candidates for Directors and Audit & Supervisory Board Members, see Notice and Material of Ordinary General Meeting of Shareholders
For the reasons for nominating Outside Directors/Audit & Supervisory Board Members, see "Directors" and
Integrated Report "Audit & Supervisory Board Members" of "1. Organizational Composition and Operation" of "II
Business Management Organization and Other Corporate Governance Systems Regarding Decision-making,
Execution of Business, and Supervision of Management" of this report. https://www.inpex.co.jp/english/ir/shareholder/meeting.html
See "Implementation of Environmental Activities and CSR Activities, etc." of this report.
Investment in human capitalDetails regarding investment in human capital are outlined in the "Integrated Report" and "Sustainability Report,", etc. Integrated Report
https://www.inpex.co.jp/english/ir/library/pdf/integrated_report/inpex_integratedreport202212_en.pdf・"Human Capital" is listed as a part of Value Creation Process.
・"Our policy" for human resources, "Human Resource Development", "Developing of next-generation leaders", "HR Evaluation and Placement" and "Promoting Diversity" are listed as part of sustainability management.
2022 Sustainability Report https://www.sustainability-report.inpex.co.jp/fy2022/en/
•Importance of human resource development is listed as our policy toward employees.
•Amount of investment (unconsolidated) in human resource development is specified in the ESG Performance Data
The Company provides a combination of group training, practical training overseas and e-learning to ensure employees have the skills such as leadership and motivation needed to carry out their duties so that employees may contribute to the business for the long term and aim to pursue their own development. Further, to facilitate the development of our future business in support of a net zero carbon society, we have internal programs such as internal job posting and secondary work schemes that support autonomous growth. Externally we have connections with research development ventures and startups to facilitate engagement with human resources.
Investment in intellectual property
In August 2022, the INPEX Group devised the "INPEX Technical Strategies," which outline our core technologies as well as the ideal state and orientation of technologies supporting new business development and our future targets. These strategies are positioned to help us contribute to the realization of the energy transition and fulfill our responsibilities as a major energy supplier based on "INPEX Vision @2022." In April 2022, we established the "INPEX Research Hub for Energy Transformation" (I-RHEX) at our Technical Research Center to promote research and development in our net- zero businesses.
Details regarding company activities are outlined on the corporate website.
https://www.inpex.co.jp/english/business/technology/
[Supplementary Principle 4-1-1: Scope and Content of the Matters Delegated to the Management]
See Article 14 ("Roles and Responsibilities of the Board of Directors"), Paragraph 3 of the Guidelines of the Company.
[Principle 4-1-3: Succession Plan]
See Article 32 ("Succession Plan") of the Guidelines of the Company.
[Principle 4-9: Independence Standards and Qualification for Independent Directors]
See Article 29 ("Independence Standards") and Exhibit 2 ("Independence Standards for Outside Directors and Outside Audit & Supervisory Board Members") of the Guidelines of the Company.
[Principle 4-10-1: The Mandates and Rolls as well as the Policy regarding the Independence of the Composition of each Committee]
See Article 13 ("Organizational Structure") Paragraph 3, Article 25("Directors, etc.") Paragraphs 2 and 3, Article 27("Compensation for Directors, etc.") Paragraph 1 and Article 32("Succession plan") of the Guidelines of the Company.
[Supplementary Principle 4-11-1: View on the Balance of Knowledge, etc. as well as Diversity and Size of the Board of Directors as a Whole]
See Article 16 ("Composition of the Board of Directors"), Paragraphs 1 and 3 of the Guidelines of the Company. See skills matrix of the Board of Directors as disclosed on Notice and Material of Ordinary General Meeting of Shareholders.
https://www.inpex.co.jp/english/ir/shareholder/pdf/e20230227.pdf
[Supplementary Principle 4-11-2: Status of Concurrent Posts Held by Directors and Audit & Supervisory Board Members as Officers at Listed Companies]
Concurrent posts as officers at other listed companies held by the Company's Directors and Audit & Supervisory Board Members are disclosed in "Reference Documents for the General Meeting of Shareholders", "Business Report", "Annual Securities Report", etc. https://www.inpex.co.jp/english/ir/shareholder/meeting.htmlhttps://www.inpex.co.jp/ir/library/securities.html
[Supplementary Principle 4-11-3: Analysis and Evaluation of the Effectiveness of the Board of Directors as a Whole] With the aims of regularly verifying that the Board of Directors is functioning as intended and continuing to identify issues and effectuate improvement, the Company undertakes an evaluation of the effectiveness of the Board of Directors each year and discloses the summary of the evaluation results. Based on this policy, the eighth evaluation was conducted in FY 2022. The evaluation method and summary of the results are as follows.
[Evaluation Method]
An interim review of the issues identified in the effectiveness evaluation for the FY 2021 was undertaken at the meeting with Outside Directors and Audit & Supervisory Board Members held in August 2022. The specific implementation method of effectiveness evaluation was also discussed, including the involvement of third-party evaluation organizations. As a result, the Board of Directors decided to adopt the self-evaluation method by the Board of Directors itself, which was confirmed to be appropriate by the third-party evaluation organization in the FY 2020 evaluation. Subsequently, the implementation policy and evaluation items for FY 2022 were deliberated at the meeting of the Board of Directors meeting held in October 2022, including the content and composition of the survey prepared by the Board of Directors secretariat. The evaluation items included the self-evaluation of each Director and Audit & Supervisory Board Member, the composition, operations, roles and responsibilities of the Board of Directors, operations of the Nomination and Compensation Advisory Committee, as well as the status of improvement of issues identified in the previous evaluation. An anonymous online survey of all Directors and Audit
- Supervisory Board Members was conducted in December. In order to obtain more specific views and opinions from the Directors, the Directors were encouraged to comment on many of the questions. Subsequently, results of the survey were consolidated and analyzed by the Board of Directors secretariat. The results of the consolidation and analysis as well as issues and initiatives for the future were discussed at a meeting among the Outside Directors, Audit & Supervisory Board Members, and the Representative Director in February 2023. Based on this discussion, the following evaluation results were confirmed at the Board of Directors meeting held in February 2023.
[Summary of Evaluation Results]
- The overall effectiveness of the Board of Directors was confirmed to be sufficient, as in the previous fiscal year.
- The implementation of pre-meeting briefings for non-Executive Officers prior to Board of Directors meetings, enhancement of explanation of background information in discussion of new matters, and the implementation of a lecture and opinion exchange meeting for the Board of Directors by external experts all received positive evaluations, and their continuation was requested.
- The following challenges were established in order to secure even greater effectiveness for the Board of Directors.
- Enhance discussions regarding strategies
- Further revitalize discussion at Board of Directors meetings
- Deeper discussions regarding the desired state of the Board of Directors
- Ongoing reinforcement of portfolio management
Based on these evaluation results, the Company will continue striving to improve the effectiveness of the Board of Directors.
[Supplementary Principle 4-14-2: Training Policy for Directors and Audit & Supervisory Board Members] See Article 33 ("Training Policy") of the Guidelines of the Company.
[Principle 5-1: Policy for Constructive Dialogue with Shareholders]
See Article 34 ("Constructive Dialogue with Shareholders") and Exhibit 3 ("Policy concerning the Development of a System and Initiatives for Promoting Constructive Dialogue with Shareholders") of the Guidelines of the Company.
[Action to Implement Management that is Conscious of Cost of Capital and Stock Price]
The Company will work to continuously increase corporate value by improving capital efficiency and gaining the market's confidence in the Company's future business growth.
Please refer to pages 11 to 16 of the "Financial Results for the six months ended June 30, 2023" presentation posted on the IR section of the company's website. https://www.inpex.co.jp/english/ir/library/pdf/presentation/e-Presentation20230810-a.pdf
[Implementation of Dialogue with Shareholders, etc.]
To contribute to sustainable growth and increase corporate value over the medium- to long-term, the company is committed to communicating closely with shareholders and investors. Opinions raised by shareholders and investors are relayed to management and the Board of Directors.
Please refer to the "Information Disclosure and Activities for Shareholders and Investors" section of our Integrated Report below for more information.
https://www.inpex.co.jp/english/ir/library/pdf/integrated_report/inpex_integratedreport202212_en.pdf
2. Capital Structure
Foreign Shareholding Ratio
[Status of Major Shareholders] Updated
From 20% to less than 30%
Name / Company Name | Number of Shares Owned | Percentage (%) | ||||||||||
(Shares) | ||||||||||||
Minister of Economy, Trade and Industry | 276,922,801 | 21.19 | ||||||||||
The Master Trust Bank of Japan, Ltd. (Trust Account) | 192,279,700 | 14.71 | ||||||||||
Custody Bank of Japan, Ltd. (Trust Account) | 71,299,800 | 5.46 | ||||||||||
Japan Petroleum Exploration Co., Ltd. | 53,446,600 | 4.09 | ||||||||||
JAPAN SECURITIES FINANCE CO., LTD. | 33,237,500 | 2.54 | ||||||||||
SMBC Nikko Securities Inc. | 23,125,959 | 1.77 | ||||||||||
-CEP LUX - ORBIS SICAV | 22,427,792 | 1.72 | ||||||||||
STATE STREET BANK WEST CLIENT - TREATY 505234 | 19,520,243 | 1.49 | ||||||||||
Mitsubishi UFJ Morgan Stanley Securities Co., Ltd. | 18,585,118 | 1.42 | ||||||||||
JPMorgan Securities Japan Co., Ltd. | 15,849,882 | 1.21 | ||||||||||
Controlling Shareholders (excluding Parent | - | |||||||||||
Company) | ||||||||||||
Parent Company | None |
Supplementary Explanation Updated
- Number of shares owned by Minister of Economy, Trade and Industry includes one Class A stock.
- The status of major shareholders above is based on the shareholders' register as of June 30, 2023.
- In a Report on Major Shareholders provided for public viewing on March 22, 2023, indicated that BlackRock Japan Co., Ltd., and its seven joint shareholders owned the following shares as of March 15, 2022. The content of the Report on Major Shareholders is as follows.
The Company, however, has not been able to confirm the actual holding of shares as of the end of June 2023, and they are not included in the status of major shareholders above.
Name or Company Name: BlackRock Japan Co., Ltd. and its seven joint shareholders
Number of Shares Owned: 69,831,037
Percentage of Number of Shares Owned by Total Number of Issued Shares : 5.04%
4. In a Report on Major Shareholders provided for public viewing on April 20, 2023, indicated that Sumitomo Mitsui Trust Asset Management Co., LTD, and it's joint shareholder Nikko Asset Management Co., Ltd. Owned the
following shares as of April 14, 2023. The content of the Report on Major Shareholders is as follows.
The Company, however, has not been able to confirm the actual holding of shares as of the end of June 2023, and they are not included in the status of major shareholders above.
Name or Company Name: Sumitomo Mitsui Trust Asset Management Co., Ltd.
Number of Shares Owned: 44,398,100
Percentage of Number of Shares Owned by Total Number of Issued Shares: 3.20%
Name or Company Name: Nikko Asset Management Co., Ltd.
Number of Shares Owned: 26,397,100
Percentage of Number of Shares Owned by Total Number of Issued Shares: 1.90%
5. In a Report on Major Shareholders (Change Report) provided for public viewing on June 21, 2023, indicated that Orbis Investment Management Limited owned the following shares as of June 19, 2023. The content of the Report on Major Shareholders (Change Report) is as follows.
The Company, however, has not been able to confirm the actual holding of shares as of the end of June 2023, and it is not included in the status of major shareholders above.
Name or Company Name: Orbis Investment Management Limited
Number of Shares Owned: 75,673,101
Percentage of Number of Shares Owned by Total Number of Issued Shares : 5.46%
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Inpex Corporation published this content on 10 August 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 10 August 2023 08:07:03 UTC.