Corporate Governance Basic Policy

We recognize that corporate governance is a critical issue that involves managing a company with social responsibility based on corporate ethics. With this understanding, our fundamental approach is to maximize corporate value and prioritize shareholder-focused management. To achieve this, we are committed to building a system where decision-making efficiency, management oversight, fairness and transparency in governance, and compliance with regulations are fully operational. Furthermore, we aim to establish a corporate governance framework that is grounded in a long-term perspective.

Corporate Governance Basic Policy: Revised on June 27, 2024 (JP ONLY)

Basic Description of the Company's Governance Structure

Our company transitioned to a company with an Audit Committee following the resolution at the 41st Annual General Meeting of Shareholders held on June 27, 2019. The Audit Committee meets at least once a month, and discusses necessary matters related to audits and oversight, based on reports from the internal audit department and committee members.

Additionally, to ensure the effectiveness and efficiency of operations and the reliability of financial reporting, we have established an Internal Control Committee. In order to promote compliance and ensure the proper execution of business operations, we have also established a Compliance Committee and are enhancing our risk management system.

Corporate Governance Structure Chart

Status of Risk Management System

An independent organization, the "Internal Audit Office," directly reporting to the President and Representative Director, has been established to conduct audits and risk management in the operations of each department and subsidiary. This office audits compliance with company regulations, as well as the appropriateness, effectiveness, and legality of the overall operations. It reports to the President and Representative Director and the Audit Committee, while also providing recommendations and corrective guidance to relevant departments as needed.

Additionally, a separate "Customer Service Desk" has been set up as a point of contact for customer inquiries and complaints, ensuring a swift and appropriate response to requests, inquiries, or grievances, independent from any organizational divisions. Furthermore, to maintain legal oversight, the company seeks advice from an external legal advisor.

Status of the Audit Committee, Internal Audit, and Accounting Audit

The Audit Committee members attend important meetings such as management meetings and share various information gathered during these meetings within the committee to oversee and monitor the execution of duties by the directors. Additionally, the committee plans to engage in close communication with the external auditors. The internal audit and internal control-related departments will collaborate closely by including the Audit Committee in their reporting lines, ensuring timely and appropriate audits and supervision are carried out.

Status of Outside Directors

Our company's approach to selecting outside directors is based on the principle of independence, which requires no significant personal, capital, or transactional relationships. Within this framework, the fundamental policy is to ensure that outside directors can effectively perform an oversight function over the management from a neutral and objective standpoint. Additionally, they must have a deep understanding of our corporate philosophy and activities, as well as possess sufficient experience and insight as business leaders.