Basic principle

Basic Principle

Our company is aware that compliance is important for sustainable growth and in order to make management decisions in a timelier manner while enhancing enterprise value. In order to organizationally adhere to compliance requirements, we have established a corporate governance system.

Corporate governance system

Our company adopts an audit system in order to supervise and audit the execution of business by directors through the board of directors and the board of auditors. Furthermore, for further amelioration, our company has also established for each business office and related company a unique management system based on a self-responsible management system as well as a corporate governance system suitable for our business structure as is shown below.

General meeting stockholders

Structure of company organizations

Board of directors

The board of directors is the management decision-making body of our company that consists of thirteen members, two representative directors and ten directors. Among the thirteen members in total, two of them has to be an external independent director nominated based on the regulations set out by the Tokyo Stock Exchange. As part of our corporate strategies, the board of directors functions as a cross-cutting responsible body that covers all our group companies both in the country and abroad in order to enhance the total ability of the group.

Board of auditors

Our company has auditors and adopts the board of auditors system based on the regulations stipulated in related laws such as the Companies Act. The board of auditors consists of three members in total, one full-time auditor, who is familiar with the business and operations of the industry as well as the company, and two auditors (among them, two are external auditors). One of the auditors is nominated as an independent auditor so that there is no conflict of interest with general stockholders. Auditors supervise the effectiveness of the company’s governance while also auditing the execution of management including the business execution of directors. Furthermore, our company has been strengthening the audit system in business execution through close alliance with the accounting auditor (KPMG AZSA LLC), the Internal Auditing Dept. of our company, as well as auditors at related companies.

Summary of the structure of the internal control system as well as the risk management system

Our company has established the Internal Auditing Dept. directly under the President & Representative Director and regularly carried out audits of the business execution of the executive directors and employees in order to make sure that the management activities of our company and our group companies are appropriately carried out based on the corporate internal regulations and standards. In order to prevent illegal activities, we also have the “Compliance Committee” and develop publicity and awareness regarding compliance-related regulations, whistle blowing systems, as well as compliance programs for the Compliance Committee to report any violation of compliance to the board of directors and the board of auditors. Furthermore, we have established the “Corporate Risk Management Committee” and enhanced the internal management system in order to improve the corporate governance system and manage risks. Thus we have measures to keep the impact on the society and the damage for the company minimum even when our company faces an emergency situation.

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