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Basic Policy

Corporate Governance

Based on our Mission, in order to achieve sustainable growth and increase corporate value over the medium- to long-term, INPEX 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.

Risk Management

We strive to accurately identify and assess the complex and varied risks inherent in the business environment and to implement necessary risk prevention measures and systems to minimize risks. In addition to largescale natural disasters and pandemics, business risks include changes in the economic situation, social situation, laws and regulations, and other factors in the business environment as well as risks that exist in business processes such as exploration, production, transportation, and sales. We have implemented internal controls under Japan’s Financial Instruments and Exchange Law (known as “J-SOX”) based on the COSO*1 framework. Each Operational Organizations*2 also performs risk management related to occupational health and safety and environmental conservation under the HSE Management System. Additionally, we analyze the impact of fluctuation in oil prices and exchange rates and disclose the information in result briefings.

*1 COSO : The Committee of Sponsoring Organizations of the Treadway Commission

*2 Operational Organizations : INPEX headquarters and organizations that implement operator projects

Targets and Results

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  FY2015 Targets FY2015 Results FY2016 Targets
  • Strengthen our corporate governance system to comply with the Corporate Governance Code
  • Established Corporate Governance Guidelines
  • Evaluate the effectiveness of the Board of Directors as a whole and disclose a summary of the evaluation results
  • Review the HQ Business Continuity Plan (BCP)*3 for Earthquakes and provide relevant training to employees.
  • Reviewed and provided training on the HQ BCP for Earthquakes to all employees
  • Review the HQ BCP for Earthquakes and provide relevant education and training to employees

*3 Business Continuity Plan (BCP) : The selection of key operations for continuation in the event of a disaster in order to prevent interruption. Prepare a system making it possible to continue such operations

Case Study 1

Corporate Governance Guidelines

Corporate Governance Guidelines were formulated on November 27, 2015.
These guidelines lay out the provisions and basic views for the company’s corporate governance initiatives including relationships with shareholders and other stakeholders, full disclosure of information, the adoption of a corporate governance structure and constructive dialogue with shareholders.
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.

Year Development of INPEX Corporate Governance System
[Full Business Integration]
  • Adopted the structure of a Company with an Audit & Supervisory Board (Company with Kansayaku Board)
  • Appointed four Outside Directors
[Enhancement of Corporate Governance of Directors and Executive Officers]
  • Reduced the office terms of directors and executive officers from two years to one year
  • Appointed additional Outside Directors (The total number of Outside Directors was increased from four to five.)
  • Set up the Management Advisory Committee (The Committee seeks multifaceted and objective feedback from domestic and foreign expertise)
  • Established a guideline for the purchase of the shares by directors and executive officers
  • Accelerated the delivery of Ordinary General Meeting of Stakeholders invitations (three weeks prior to the meeting)
[Response to Corporate Governance Code]
  • Established the “Corporate Governance Guidelines” (with English translation)
  • Developed “Independence Standards for Outside Directors and Outside Audit & Supervisory Board members” and “Policy Concerning the Development of a System and Initiatives for Promoting Constructive Dialogue with Shareholders”

Case Study 2

Board of Directors Performance Evaluation

INPEX has evaluated, (by means of a self-evaluation survey) the overall effectiveness of the Board of Directors, in order to regularly verify that the Board of Directors is functioning appropriately as a whole, and strives to identify issues and continue measures for improvement based on the results of such verification. The latest survey was conducted from March to early April 2016 as an evaluation of the fiscal 2015.
Through the survey form, responses were obtained from all directors and Audit & Supervisory Board members regarding matters including the operations, constitution, roles and responsibilities of the Board of Directors.
The secretariat of the Board of Directors aggregated the responses, and the Board of Directors sufficiently discussed and analyzed such responses after exchanging opinions between Outside Directors/Audit & Supervisory Board members and representative directors.
As a result of this evaluation process, the Board of Directors has ensured a certain level of board effectiveness and confirmed the following matters.

  • In the operations of the Board of Directors, with respect to the deliberations and the provision of information, there are active discussions and information is readily provided, and thus a certain level of effectiveness is ensured. With a view to further improve effectiveness going forward, more opportunities for advance explanations to Outside Directors are needed and efforts are required with regard to establishing appropriate proposals and efficient reporting, etc.
  • With regard to the constitution of incumbent directors, greater diversity needs to be ensured (in terms of gender, variety of experience in other industries, academic expertise, etc.), and we should accelerate the consideration of this matter.
  • The Board of Directors should ensure more time for discussion related to broad corporate strategies, including medium- to long-term vision and management policies. In addition, the Board should further enhance the involvement of Outside Directors in those discussions with a view to increase corporate value over the medium-to long-term.

We will make necessary improvements with the aim of ensuring greater effectiveness and enhancing the functions of the Board of Directors.

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