Corporate Governance

Basic Idea

We recognize the enhancement of corporate governance as an important management issue in order to engage in fair and efficient management. Based on this recognition, we have established the Internal Control Promotion Committee, whose main members are officers, to enhance corporate governance, to develop and further improve internal controls, as well as to monitor and educate employees on compliance. In addition, in order to facilitate prompt decision-making, the Board of Directors and other important meeting bodies such as the Financial Results Management Meeting are held on a regular basis, and reports on the status of the maintenance and operation of internal controls are made at each of these meetings.
The overall corporate activities, including the above, are audited by the full-time Audit & Supervisory Board Member and the Audit Office, which reports directly to the President, and improvements are constantly encouraged. The three external members of the Board of Directors (excluding Directors who are Audit & Supervisory Committee members) monitor the execution of business operations of the Company.

Corporate Governance Structure

Please refer to (Figure 1) for a schematic diagram of the corporate governance system, including the internal control system.

[Overview of Timely Disclosure System]

For a schematic diagram of the corporate governance system, including the internal control system, please refer to (Figure 1).

1. Our Policy on Timely Disclosure of Corporate Information

We are striving to enhance our internal systems to ensure fair, timely, and appropriate disclosure in order to promote understanding of our company among shareholders, investors, and other stakeholders and to enable their proper evaluation of our company, and disclosure of corporate information, including timely disclosure, is handled under the following system, with the President and Representative Director in charge and the Director in charge of information disclosure (General Manager of the Administration Division).

2. Persons and Departments Responsible for Timely Disclosure

  • Information on the Company and its subsidiaries is collected and managed by the General Administration and Personnel Department, the Accounting Department, and the Corporate Planning Office, with the Administrative Division playing a central role.
  • Information related to financial results is prepared for disclosure mainly by the Accounting Department, which collects and manages information from related divisions as needed in the preparation process. Information related to financial results is disclosed immediately after approval by the Board of Directors.
  • Important information (decisions, occurrences, financial results, etc.) that may affect the performance and direction of the Company and its subsidiaries is reported to the director in charge of information disclosure, the Management Division, and the Corporate Planning Office, and then to the President and Representative Director. The Management Division and Corporate Planning Office review the information and determine whether or not timely disclosure is necessary, and if necessary, a resolution of the Board of Directors or advice from attorneys, audit firms, etc. is obtained before immediate disclosure.
  • Information that is determined to require timely disclosure is disclosed via TDnet after a disclosure document is prepared by the Administration Division, and is subsequently disclosed on the Company's website.
  • The Company strives to enhance its internal systems to ensure fair, timely, and appropriate disclosure in order to promote understanding of the Company among shareholders, investors, and other stakeholders, and to enable their proper evaluation of the Company, and for timely disclosure of corporate information, we have established "Information Disclosure Regulations" and have a system centering on the Administration Division to handle such disclosure.
    Please refer to (Chart 2) for a schematic diagram of the timely disclosure system.

(Figure 1) Corporate Governance Structure

(Figure 2) Schematic diagram of internal system for timely disclosure of corporate information

Corporate Governance Information

Percentage of shares held by foreigners Name of Major Shareholder Director (Outside) Last Update Date

Less than 10%

Intellectual

8(1)

2021/12/28