Basic Principle

“K” LINE is developing and strengthening its corporate governance and risk management framework in order to fulfill its social responsibility, respond to the mandate given by its stakeholders, including shareholders, and achieve sustainable growth. While thoroughly enforcing its corporate ethics across the entire group, “K” LINE will continue to develop an organic and effective governance framework, strengthen its earnings / financial structure and enhance its corporate value.


Under the “Japan’s Corporate Governance Code” formulated by Tokyo Stock Exchange, Inc., we are enhancing our corporate governance structure and formulating Kawasaki Kisen Kaisha, Ltd. CORPORATE GOVERNANCE GUIDELINES to clarify our approach and management policy.

In line with Article 17 of our Corporate Governance Guidelines, the Criteria for Independence of Outside Directors is prescribed as below:



Corporate Governance Structure

Business Execution Structure

The Board of Directors and Audit & Supervisory Board are in charge of establishing, managing and monitoring the Company’s corporate governance structure, while committees and other organs work to enhance the structure. With effect from April, 2016, the Company has implemented “Unit Supervisory System” and “Unit Supervising Executive Officers” for further improvement of efficiency and reinforcement of business execution structure.

Board of Directors

The Board of Directors is an organ of the Company that meets at least once a month and determines fundamental management policies, matters required by laws and regulations, and other important management-related matters, as well as supervising the execution of duties by the Directors. Four of the nine Directors are Outside Directors. The Audit & Supervisory Board Members also attend the Board of Directors’ Meetings.


The Board effectiveness is evaluated every year, and the latest report of the overview of the results is as follows.

Nomination Advisory Committee

The Nomination Advisory Committee is composed of all Independent Outside Directors, the Chairman of the Board, and the President & CEO, while the Chair is appointed from among the Outside Directors through mutual election among themselves. The Committee conducts deliberations on reasonableness of proposals for appointment or dismissal of the Company’s Officers upon consultation from the Board of Directors.

Remuneration Advisory Committee

The Remuneration Advisory Committee is composed of all Independent Outside Directors, the Chairman of the Board, and the President & CEO, while the Chair is appointed from among the Outside Directors through mutual election among themselves. The Committee conducts deliberations on institutional design of Officers’ remuneration system and level of Officers’ remunerations upon consultation from the Board of Directors.

Audit & Supervisory Board

The Audit & Supervisory Board formulates and implements audit policies and plans, and undertakes to conduct efficient, expeditious auditing. Two of the four members of the Audit & Supervisory Board are outside members. As an independent organ, the Audit & Supervisory Board audits the execution of duties by the Directors through attendance at meetings of the Board of Directors and other important meetings and the inspection of important decision-making documents. “K” LINE assigns dedicated staff as assistants to the Audit & Supervisory Board Members.

Management Conference

The Management Conference function as a system to help the President & CEO and/or his/her representatives make decisions, through lively discussion. The conferences are held every week, attended by the Chairman of the Board, the President & CEO, Executive Officers equivalent to or higher than Senior Managing Executive Officer, the Executive Officers in charge of Corporate Planning, Finance and Accounting, and Members of the Audit & Supervisory Board.

Executive Officers’ Meeting

Executive Officers’ Meetings are held once a month in principle, attended by all the Executive Officers, including those concurrently serving as Directors, and Audit & Supervisory Board Members, where progresses of business executions (including monthly performances) and decision-matters are reported and discussed.

Investment Committee

Meetings of the Investment Committee, consisting of Executive Officers in charge of Corporate Planning and Finance, and other Executive Officers and General Managers appointed by the President & CEO, are held periodically to deliberate on basic plans and important initiatives for maximizing investment effects, while taking the Company’s investment capacity into consideration. The Committee also monitors past investment effects and considers the termination or cessation of such investments.

Unit Supervisory System

Under the direction of the President & CEO, as a head of business execution, six Unit Supervising Executive Officers who control and supervise multiple business departments or administration departments have been placed. Under the control of each Unit Supervising Executive Officer, Executive Officers in charge of each department have been placed. Each unit is as follows.


  • Dry Bulk Carriers Unit
  • Energy Transportation Business Unit
  • Product Logistics Business Unit(Car Carriers, Logistics, Port, Short Sea and Coastal Business and Affiliated Business)
  • Containerships Unit
  • CFO Unit(Corporate Planning, Research, Corporate Sustainability, Environment Management, IR and Communication, Finance, Accounting, Taxation)
  • General Affairs, Human Resources Unit
  • Legal, Corporate Legal Risk & Compliance Unit
  • Marine Sector, Advanced Technology, Ship Technical, GHG Reduction Strategy Unit
  • Digitalization Strategy Unit

Corporate Governance Structure

Officer’s Remuneration System

Policy and Procedures for the Determination of Officer’s Remuneration

Remuneration for Executive Directors shall be appropriate, fair, and balanced so as to reflect the Company’s medium- to long-term business performance and the latent risks borne by said Executive Directors and to further enhance their willingness and motivation to bring about the Company’s sustainable growth and maximize its corporate value. Remuneration for Non-executive Directors shall reflect the amount of time devoted to the Company’s business, and the responsibilities borne by them, and shall not include business performance-linked factors. In line with this policy, the Remuneration Advisory Committee deliberates and determines the design of the remuneration system and level etc. and reports back to the Board of Directors. The Board of Directors is responsible for determining system/levels of remuneration based on this report.

Remuneration System

In addition to monthly remuneration and bonuses based on consolidated performance, remuneration paid to Directors is composed of a Performance-based Share Remuneration Plan (BBT=Board Benefit Trust) approved by the Ordinary General Meeting of Shareholders held in June 2016. BBT is linked to the Company's total shareholders return (TSR) to raise the motivation of Directors to make contributions towards improving the Company's medium- to long-term performance and increasing its corporate value. See below for an overview of our remuneration system.

Classification Type of remuneration Nature of
Method of determination Maximum limit of remuneration
Director Monthly
Remuneration is determined in accordance with position. Within 600 million yen / year
Bonuses based on consolidated performance
* Limited to Executive Directors
Linked to consolidated performance and individual performance evaluations for single fiscal years.
share remuneration(BBT)
* Limited to Executive
Linked to the Company's medium- to long-term total shareholders return (TSR)

TSR=The rate of increase of the Company's shares over a fixed period + the dividend rate over the fixed period (Total dividend ÷ initial share price)
Over the 4 fiscal years from FY ended March 31, 2022 up until FY
ending March 31, 2025
(1) Amount contributed to the trust by the Company: 480 million yen
(2) Maximum points awarded to Directors in any 1 FY: 620,000 points (equivalent to 62,000 shares)
Audit &
Supervisory Board
remuneration only
Determined following deliberation
among Audit & Supervisory Board
Within 12 million yen/month

For information on remuneration amounts for each fiscal year, please refer to Governance Data

Establishment and Maintenance of the Internal Control System

The Board of Directors is responsible for establishing the internal control system, evaluating its effectiveness and ensuring that it functions properly. In addition, through monitoring and verifying the status of the internal control system, the Internal Audit Group plays a role in supporting the Board of Directors in carrying out its responsibilities for the development, maintenance and enhancement of the internal control system. The Audit & Supervisory Board Members oversee the processes by which the Directors establish the internal control system and confirm that it is functioning effectively.

Further, while respecting the autonomy of each of our Group companies, “K” LINE supports and supervises the establishment and effective management of internal control systems within each of these Group companies to ensure that activities conducted across all Group companies are appropriate.

Group Governance

To ensure proper business operations of the “K” LINE Group companies, we have established the Charter of Conduct for “K” LINE Group Companies, as a keystone for both corporate governance and compliance of the entire Group. Based on this Charter, each Group company has established its own Implementation Guideline for Charter of Conduct.



Corporate Governance Report

Whistle-blowing System

The “K” LINE Group has introduced an internal reporting system called “Hot Line System.” In addition to an internal contact, we have also established an external point of contact with outside lawyers and have appointed full-time Audit and Supervisory Board members as an additional contact window. The system is accessible to all people working at “K” LINE and Group companies that have joined the system, regardless of employment status or position.  The Group also aims to make the system user-friendly for both executives and employees by establishing a preliminary consultation window for people who are undecided about making a report, in addition to clearly documenting the protection of whistle-blowers.



Governance Data

A list of governance-related data, including the composition of the Board of Directors, is posted in the ESG Data section.