Strengthening Corporate Governance and Building an Agile Organizational Structure

「In addition to matters prescribed by law and regulations, the Board of Directors deliberates on the formulation of management policies and plans and their progress, matters relating to risk management and the results of internal audits, evaluations of the effectiveness of the Board of Directors, compensation for directors other than Audit and Supervisory Committee members, corporate governance and initiatives to achieve management that is conscious of the cost of capital and share price, promotion of sustainability, and policies for holding cross-shareholdings.」

「During the fiscal year, the Board of Directors met 9 times, the Nomination and Compensation Committee met 3 times, the Audit and Supervisory Committee met 5 times, and the Audit and Supervisory Committee Liaison Committee met 4 times.」

「The Board of Directors met 9 times during the fiscal year, and all directors, including Hiroshi Natsui (夏井博史), Shinji Maekawa (前川伸二), Masaki Ito (伊藤雅基), Hijiri Inoue (井上聖), Hidekatsu Noda (野田英勝), Masanori Hiroshima (廣島雅則), Shigeki Morinobu (森信茂樹), Toshihiko Morimoto (森本利彦), Yasushi Mizuno (水野靖史), Hideki Tokai (東海秀樹) and Yumiko Umehara (梅原由美子), attended every meeting.」

「During the fiscal year, the company held 1 Audit & Supervisory Board meeting, 4 Audit & Supervisory Committee meetings and 5 Audit & Supervisory Committee liaison meetings, and examined the legality and appropriateness of the execution of duties by directors and executive officers, the reasonableness of management decisions at important meetings such as Board of Directors and management meetings, the appropriateness of the accounting audit conducted by the accounting auditor, and the effectiveness of the internal control system across the Group.」

「On 26 June 2020, the company transitioned from a company with an Audit & Supervisory Board to a company with an Audit & Supervisory Committee, strengthening the Board of Directors’ supervisory function and further enhancing corporate governance by making Audit & Supervisory Committee members members of the Board of Directors and giving them responsibility for auditing the execution of directors’ duties.」

「3) Building a highly transparent management foundation and ensuring sound use of management resources aligned with social needs ・Continued strengthening of the corporate governance framework」

「At a Board of Directors meeting held on 23 June 2017, the company resolved to establish a Nominating Committee to deliberate on candidates for directors and Audit & Supervisory Board members and make recommendations to the Board of Directors, and a Compensation Committee to deliberate and decide matters concerning director compensation. Each committee consists of 3 members, including outside directors and outside Audit & Supervisory Board members, to enhance management transparency.」

「3) Strengthening corporate governance and building an agile organisational structure ・Strengthening corporate governance and compliance ・Agile organisational structure」