Sustainability

Governance

Soundness and transparency of management

From the perspective of increasing the soundness and transparency of management, the Company has in place a corporate governance structure and internal control systems to establish and build optimal corporate governance. As a Company with a Board of Directors and an Audit & Supervisory Board, the Board of Directors, comprising seven (8) directors (including three (4) Outside Directors), makes decisions on important matters of the Company. The Directors report on the status of the execution of their duties at least once every three months and whenever otherwise necessary, and the status of execution of operations by the Directors is supervised. The Audit & Supervisory Board comprises three (3) highly independent Outside Audit & Supervisory Board Members (including one (1) full-time Audit & Supervisory Board Member). In addition to exercising its authority as set forth in laws and regulations from an independent standpoint, it coordinates with the Internal Audit Office and the Accounting Auditor to audit the Directors’ execution of their duties, including the status of the establishment and implementation of internal control systems, in accordance with the Regulations of the Audit & Supervisory Board.

Status of establishment of corporate governance structure

The Company has, with certain exceptions (establishment of optional committees in which main members consist of Independent Outside Directors), completed its actions on the individual principles described in the Japan’s Corporate Governance Code set forth by the Tokyo Stock Exchange, Inc.

Diagram of Corporate Governance Structure (as of March 31, 2024)
Corporate Governance Structure at a Glance
(as of June 28, 2024)
Format of organization Company with an Audit & Supervisory Board
Number of Directors (of which, number of Outside Officers) 8 (4)
Number of Audit & Supervisory Board Members (of which, number of Outside Audit & Supervisory Board Members) 3 (3)
Directors’ term of office 2 years
Number of Outside Directors designated as independent officers 4
Existence of optional committee(s) equivalent to nomination committee or remuneration committee None (*)

* As four (4) of the Company’s eight (8) Directors are Independent Outside Directors, and the number of Independent Outside Officers constitutes a majority of the Board of Directors, the Company has not established an optional committee in which main members consist of Independent Outside Directors.

Knowledge and Experience Matrix of Board Members

Knowledge and Experience Matrix of Directors
Name Corporate
management
Industry
experience
and
knowledge
Investment
and market
Finance and
accounting
Legal affairs
and risk
management
Personal
affairs and
human
resource
development
Information
systems
Masanori Eto
(Male)
Hideo Karatsu
(Male)
Joji Nagai
(Male)
Nozomu Murai
(Male)
Hideo Kurosawa
(Male)
(Outside)
Nobushige Kamei
(Male)
(Outside)
Shiro Shibuya
(Male)
(Outside)
Mariko Mabuchi
(Female)
(Outside)
Knowledge and Experience Matrix of Audit & Supervisory Board Members
Name Corporate
management
Industry
experience
and
knowledge
Finance and
accounting
Legal affairs
and risk
management
Personal
and human
resource
development
Information
systems
Toshihiko Yamauchi
(Male)
(Outside)
Shinichiro Yamaoka
(Male)
(Outside)
Hirohisa Ryu
(Male)
(Outside)