Measures for Robust Governance
Basic internal controls policies and implementation of a practical internal control system
The Board of Directors is responsible for creating basic policies related to a system of internal controls at the Company. The Board of Directors shall design and implement this system of internal controls, systematizing corporate regulations, while at the same time reviewing and enhancing the Company's risk management system.
Adoption of an Executive Officer System and Performance Evaluation System
The Company has adopted an Executive Officer System designed to activate the Board of Directors and speed up the decision-making process, while also clarifying responsibilities related to the execution of duties within the Company. The Company has also implemented measures to clarify roles and responsibilities among Members of the Board and executive officers, adopting an executive performance evaluation system, tying corporate earnings with Member of the Board and executive officer compensation.
Effective Audit & Supervisory Board Member audits, internal audits and financial statement audits
Each Audit & Supervisory Board Member shall attend Board of Director meetings, as well as important corporate meetings including, but not limited to, the Executive Officer Meeting, monitoring the state of Members of the Board in their pursuit of corporate duties.
The relevant departments shall maintain contact with the Audit Committee with respect to internal audits as they conduct audits of the operations of Company departments and/or group companies.
Financial statement audits shall be conducted by Ernst & Young ShinNihon LLC as the Audit Corporation with whom the Company has executed an audit engagement contract. Audit and Supervisory Board Members and the Audit Corporation shall maintain communications with respect to periodic audit planning and the exchange of information related to audit results in order to increase audit efficiency.
Designation of Independent Members of the Board and Audit & Supervisory Board Members
The Company has designated the following six individuals as independent Members of the Board and Audit & Supervisory Board Members under the rules of the public exchange on which we are listed:
- Outside Member of the Board Yasuhiro Kawashima
- Outside Member of the Board Hidenori Takahashi
- Outside Member of the Board Naoki Furuya
- Outside Audit & Supervisory Board Member Hironaga Fukuda
- Outside Audit & Supervisory Board Member Yoshiaki Oohashi
- Outside Audit & Supervisory Board Member Tatsuya Toyoshima