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Management PolicyCorporate Governance

Basic Approach to Corporate Governance

The Company strives to establish and maintain an excellent relationship with our stakeholders, which are our shareholders, customers, business partners, the local community and our employees, and to achieve stable long-term growth through maximizing our corporate value. At the same time, we believe that achieving and maintaining sound management is also one of the most important issues of our management. Based on this recognition, we have a number of policies designed to enhance our corporate governance.

Company Structure

  1. 1. Directors and Board of Directors

    The Company has nine Directors, including three Outside Directors. In principle, the Board of Directors convenes a monthly regular Board of Directors’ Meetings as well as extraordinary meetings as necessary. In order to reinforce the monitoring functions of the Board of Directors, the company elects two Outside Directors. In addition, the Company conducts analysis and evaluation of effectiveness for Board of Directors’ Meetings, and we discuss to enhance the effectiveness and work on improvement of the function for Board of Directors’ Meetings.
    The Board of Directors is chaired by Mr. Kazuki Morishita, President and Representative Director, and is comprised of Mr. Kazuya Sakai, Director, Mr. Yoshinori Kitamura, Director, Mr. Koji Yoshida, Director, Mr. Akihiko Ichikawa, Director, Mr. Norikazu Oba, Director, Mr. Hidetsugu Onishi, Outside Director, Mr. Keiji Miyakawa, Outside Director and Mr. Susumu Tanaka, Outside Director. Mr. Masato Ochi, Full-time Auditor, Mr. Hiroto Uehara, Outside Auditor and Mr. Toshiro Kaba, Outside Auditor attend the Board of Directors.

  2. 2. The Management Council

    The Management Council convenes to deliberate on matters to be presented to the Board of Directors, as well as to discuss and make decisions on important proposals. The Management Council consists of the President & CEO and full-time Directors, and Management Council meetings are held as necessary.
    The Management Council is chaired by Mr. Kazuki Morishita, President and Representative Director, and is comprised of Mr. Kazuya Sakai, Director, Mr. Yoshinori Kitamura, Director, Mr. Koji Yoshida, Director, Mr. Akihiko Ichikawa, Director and Mr. Masato Ochi, Full-time Auditor.
  3. 3. Auditors and Board of Auditors

    The Company, which has three Auditors (one is full-time auditor), adopts a system of company with board of company auditors.
    Two auditors other than full-time auditor are outside Auditors, the Company reinforces monitoring functions and secure the soundness of management. Board of Auditors convenes a monthly regular Board of Auditors’ Meetings as well as extraordinary meetings as necessary. Auditors attend Board of Directors’ Meetings, besides full-time Auditor attends Management Council. All Auditors audit our Directors' execution of duties as an independent body of corporate governance.
    The Board of Auditors is chaired by Mr. Masato Ochi, Full-time Auditor, and is comprised of Mr. Hiroto Uehara, Outside Auditor and Mr. Toshiro Kaba, Outside Auditor.

  4. 4. Accounting Auditors

    The Company has appointed PricewaterhouseCoopers Aarata, an auditing company, to conduct our accounting auditing. PricewaterhouseCoopers Aarata provides us with opinions on financial statements, etc. from the perspective of an independent auditor. PricewaterhouseCoopers Aarata reports to our Auditors on the details of the audit upon completion of the accounting audit and works closely with us to exchange information and opinions.
  5. 5. Internal Auditing

    The Company’s internal auditing system is overseen by the Internal Auditing Office.
    Based on internal auditing rule, the Internal Auditing Office, under the direct control of the President, audits each division and major subsidiaries according to the annual internal auditing implementation plan approved by the President, whether the business is being carried out legally and properly in accordance with laws, the Articles of Incorporation and internal rules, and reports the audit results to the President and Auditors.

  6. 6. Compliance Committee

    The Company appoints a Chief Compliance Officer (CCO), who bears overall responsibility for the Company’s compliance matters, pursuant to the Compliance Organization and Procedures Regulations, and assigns the managers of every department or division to be responsible for compliance. If Officers or employees identify compliance concerns, they may choose to report these concerns to the person in charge of compliance for their or other departments or they may also directly report to or consult with the CCO.
    In addition, the Company has set up a hotline through which Officers or employees can report or consult about compliance issues with outside lawyers. We also provide Officers and employees with training programs designed to increase their recognition and awareness of compliance.
  7. 7. Information Security Committee

    The Company has established an Information Security Committee headed by a Chief Information Security Officer (CISO) in order to lead the activities relating to information security.

    As the principle measure for information security, the Company undertakes several measures to, as needed, maintain management structure of personal information pursuant to the Act on the Protection of Personal Information as well as reinforce and review rules regarding training and auditing, based mainly on the existing Basic Rules Concerning Information Security. In parallel with these measures, we place emphasis on education and training for our officers and employees.

  8. 8. Crisis Management Committee

    The Company has established a Crisis Management Committee headed by a Chief Crisis Management Officer (CCMO) in order to direct crisis prevention and crisis management including effective responsive measures. With respect to managing exposures to loss, we formulate and revise the relevant rules and regulations to deal with exposures to risk. Also, we draw up guidelines, conduct training programs, prepare and give out manuals, and carry out other measures as necessary.

Corporate Governance System