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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 customers, shareholders, 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 eight Directors, including one Outside Director.

    The Board of Directors is comprised of all Directors of the Company. In addition to making decisions on important matters concerning business executions, the Board of Directors also has the authority to supervise Directors’ duties. In principle, the Board of Directors convenes a monthly regular Board of Directors’ Meetings as well as extraordinary meetings as necessary.

  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.
  3. 3. Auditors and Board of Auditors

    The Company has three Auditors (one is full-time; all three are external auditors). The Auditors audit our Directors’ execution of duties as an independent body at the mandate of our shareholders. Besides having the right to attend General Meeting of Shareholders and Board of Directors’ Meetings, receive reports from Directors, employees, and accounting auditors, and exercise legal authority, the Auditors, or the Full-time Auditors in particular, take effective approaches by attending Management Council and other important meetings, reviewing board’s decision documents, and conducting visiting audits at our places of business and subsidiaries as well as taking other measures. The Auditors work together with our internal auditing division and exchange information and opinions with the person in charge as necessary.

    The Board of Auditors is comprised of all Auditors of the Company. The Board of Auditors determines auditing policies and receives reports from each of the auditors on the state of their execution of duties. In principle, Board of Auditors convenes a monthly regular Board of Auditors’ Meetings as well as extraordinary meetings as necessary.

  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 Department.

    The Internal Auditing Department reports to the President and the Auditors on the fiscal year plans and the result of audits. The Company employs a system of self-evaluation. Our non-auditing departments evaluate the level of internal control by checking implementation status and conducting evaluation themselves, with a view to bolstering internal auditing.

  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