Corporate governance

We strive to continuously improve our corporate value by building and maintaining relationships of trust with our stakeholders who support us. To achieve this, it is essential to ensure sound, efficient, and transparent management, and we regard the enhancement of corporate governance as an important management issue.

We adopt the organizational design of a company with an Audit and Supervisory Committee. With this structure, we work to enhance prompt decision-making and business execution and, with the active participation of Independent External Directors, strengthen the Board of Directors’ audit and supervisory functions and management transparency.

Corporate Governance System (June 21, 2024)

Board of Directors

The Board of Directors deliberates on key management decisions and receives regular reports on the status of operational execution. Members engage in lively discussions for decision-making and reinforce the supervisory function for management.

Audit and Supervisory Committee

The Audit and Supervisory Committee, in accordance with the audit policy and plans, audits and supervises the execution of duties by the Board of Directors by attending the Board of Directors and other important meetings as well as examining corporate operations and assets.

Nomination and Remuneration Advisory Committee

The Nomination and Remuneration Advisory Committee is established as an advisory body to the Board of Directors in order to ensure transparency and objectivity of decisions on the nomination and remuneration of Directors. It deliberates and makes recommendations on matters related to the nomination policy, election, and dismissal of Directors as well as the system determining the amount of Directors’ remuneration.

Management Committee

The Management Committee is mainly composed of internal Directors and Operating Officers and is convened to accelerate strategic decision-making, respond to important issues, and deliberate or report on the status of operations and other matters. In addition to reporting on monthly consolidated business performance, it meets in a timely manner to ensure agile management.

Operating Officer System

We operate an Operating Officer System to separate management supervision from operational execution and expedite the implementation of operations.

Internal Auditing System

The Internal Auditing Department, which is in charge of and carries out internal audits in accordance with the Basic Annual Audit Plan, based on the audit policy, reports its results to the President & CEO and the Audit and Supervisory Committee.

The Board of Directors annually evaluates its overall performance to continuously improve the effectiveness of key management approval processes and operational execution supervision.

Evaluation Results and Future Actions

The Company’s Board of Directors recognized improvements in the following issues identified in the evaluation of the effectiveness of the previous fiscal year.

• Further enhancement of information sharing with External Directors
• Ongoing discussion of medium- to long-term management strategies
• Expansion of information disclosed to stakeholders (Effective disclosure of corporate information to stakeholders)

Also, as a result of evaluation based on the above evaluation items, the Company’s Board of Directors identified the following new issues with regard to “Operation of the Board of Directors” and “Management strategy.”

• Expansion of opportunities for communication between external directors and management
• Ensuring sufficient time for review of materials for Board of Directors meeting

The Company’s Board of Directors will continue its efforts to improve the effectiveness of the Board of Directors by addressing the newly identified issues in addition to the issues that have been addressed since last year.