| Corporate Governance is positioned as an important management governing function in our company. We work hard towards improving and strengthening the corporate governance system and strive for thorough compliance, ensure transparency and fairness, and maximize corporate values which we consider vital. |
1. Our Mindset Towards Corporate Governance |
| Corporate Governance is positioned as an important management governing function in our company. We work hard towards improving and strengthening the corporate governance system and strive for thorough compliance, ensure transparency and fairness, and maximize corporate values which we consider vital. |
2. Corporate Governance Related Policy Implementation Status |
（1）Diagram of Corporate System |
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（2）Company Organization and Internal Control Related Diagram |
| The Board of Directors’ Meeting, which consists of 7 directors, is held once every month. Also, a system is established for flexible extraordinary meetings to be held as necessary. Key matters are discussed during the Board of Directors’ Meeting, along with the discussion and consideration of performance progress. |
（3）Auditors and the Board of Auditors |
| 3 auditors (including 1 standing auditor) are outside auditors. The auditors and the board of auditors audit the job performance of the directors based on the auditing plans and policies. Generally, other than functioning as a high efficient management supervisor by holding Board of Auditors’ Meeting and attending important meetings such as The Board of Directors’ Meeting, the auditors offer necessary opinions for the overall management along with monitoring the operations of the directors through various inspections such as direct hearing of business operation status. In addition, we aim to strengthen cooperation and exchange opinions with accounting auditors and internal chief auditor and are committed to improving the effectiveness of the audit. |
（4）Internal Audit |
The Internal Audit is positioned as an important function to prevent the risk of errors and scandals. The Internal Audit Office (2 members) plays its role based under direct instructions from the president. The internal audit office is audited by other departments and audits are reported directly to the president in writings. Based on the audit results, instructions for necessary improvements will be given to the audited departments. We are making efforts to enhance the effectiveness of internal audit by grasping the improvement status done and promoting further solid improvements.
Furthermore, coordination, information sharing and exchange of opinions are conducted amongst the internal auditors, auditors and accounting auditors in order to have effective and efficient audit implementations. |
（5）Status of Accounting Audits |
| Audit agreement of accounting audits, which are based on the Financial Instruments Exchange Law and Corporation Law, are conducted and concluded with Avantia auditing firm. The mentioned auditing firm and its managing members have no special favor with our company in any way. |
（6）Relation With Outside Directors and Outside Auditors |
| Our company has appointed 3 outside auditors and has no capital, business relations nor any other interests with them. |
（7）Constant Members, Limitation of Rights and Resolution Requirements for Dismissal and Appointment of the Board |
Our company incorporates the following articles.
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Our company’s Board of Directors must be less than 15 members. |
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Directors are appointed through resolutions during the Shareholders’ General Meeting |
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The election of directors shall be adopted by a majority vote which requires the attendance of shareholders who hold at least one-third of voting rights of the shareholders eligible to exercise voting rights. |
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Resolutions for the appointment of directors shall not depend on cumulative votes. |
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3. Establishment Status of Risk Management System |
| Our company has put in place a risk management system for the upkeep and improvement of our company’s public trust by establishing a risk management committee as a mean to spread the awareness of law, internal rules and business ethics compliance to all employees, and also as a measure to forestall risks or to minimize, prevent further or secondary damages and to perform restoration measures. |
4. Cumulative Projections of IR Related Activity Status |
| Our company actively carries out IR activities such as ensuring timely disclosure and a substantial home page, holding company briefing sessions for analysts and individual investors. |
