Transition to a Company with an Audit and Supervisory Committee and Faster Decision-Making

「During the fiscal year, the Management Board mainly deliberated the progress of the business plan, as well as business, sales, regional and procurement strategies and next-generation business development in light of the business environment. From the perspective of supervising management, the Monitoring Board mainly deliberated and supervised these matters after their deliberation by the Management Board, and deliberated and resolved matters concerning the evaluation and remuneration of officers.」

「During the fiscal year under review, the Audit and Supervisory Committee held 4 regular meetings with representative directors and others to exchange views and deepen mutual understanding, and worked with the internal audit department to conduct effective audits.」

「Board structure with one-third outside directors, establishment of nomination and remuneration committees, selection of female director candidates, and development of a skills matrix」

「To clearly separate the Board's supervisory and business execution functions while maintaining coordination between directors and executive officers, the Board operates through two functional divisions: a Monitoring Board, consisting of all directors and focused on supervision, and a Management Board, consisting of all directors and all executive officers and focused on business execution. The Monitoring Board generally meets once a quarter. Its primary roles are to appoint and dismiss representative directors and supervise the execution of directors' duties. It focuses on supervising management from an objective, medium- to long-term perspective and deliberates important matters concerning the direction of management, including nominations and remuneration. The Management Board consists of the directors together with all executive officers and generally meets once a month. Its primary roles are to decide basic management policies and the development of the management structure, as well as matters related to business execution, and to receive reports on and deliberate important business execution matters. It operates with a focus on management's business execution function.」

「To clearly separate the Board's supervisory and business execution functions while maintaining coordination between directors and executive officers, the Board operates through two functional divisions: a Monitoring Board, consisting of all directors and focused on supervision, and a Management Board, consisting of all directors and all executive officers and focused on business execution. The Monitoring Board generally meets once a quarter. Its primary roles are to appoint and dismiss representative directors and supervise the execution of directors' duties. It focuses on supervising management from an objective, medium- to long-term perspective and deliberates important matters concerning the direction of management, including nominations and remuneration. The Management Board consists of the directors together with all executive officers and generally meets once a month. Its primary roles are to decide basic management policies and the development of the management structure, as well as matters related to business execution, and to receive reports on and deliberate important business execution matters. It operates with a focus on management's business execution function.」

「The Board is structured so that independent outside directors account for at least one-third of all directors. To clearly separate the Board's supervisory and business execution functions while maintaining coordination between directors and executive officers, the Board operates through two functional divisions: a Monitoring Board, consisting of all directors and focused on supervision, and a Management Board, consisting of all directors and all executive officers and focused on business execution.」

「The company decided at a Board meeting held on 17 April 2019 to establish a Board in which independent outside directors account for one-third of the members, with the aim of strengthening the Board's supervisory function. It also decided to introduce an executive officer system, with the aim of maintaining an agile business execution structure despite reducing the total number of directors. The strengthened supervisory function of the Board will be implemented after the company's Annual General Meeting scheduled for 27 June of this year.」

「The company's Board of Directors consists of 11 directors responsible for business execution and 3 directors who are Audit and Supervisory Committee members, 2 of whom are outside directors. At its monthly regular meetings, the Board thoroughly deliberates important matters, including the status of business execution, makes decisions on the company's business execution and supervises the execution of directors' duties.」

「The company's Board of Directors consists of 11 directors responsible for business execution and 3 directors who are Audit and Supervisory Committee members, 2 of whom are outside directors. At its monthly regular meetings, the Board thoroughly deliberates important matters, including the status of business execution, makes decisions on the company's business execution and supervises the execution of directors' duties.」

「The company is a company with an Audit and Supervisory Committee, and its Board of Directors consists of 11 directors responsible for business execution and 3 directors who are Audit and Supervisory Committee members, 2 of whom are outside directors. In connection with the transition to a company with an Audit and Supervisory Committee, the company added a provision to its articles of incorporation, in accordance with the Companies Act, allowing all or part of the matters previously subject to Board resolutions to be delegated to directors responsible for business execution. Based on this provision, it established internal rules and put in place a structure for faster decision-making by the company's governing bodies.」

「The company's Board of Directors consists of 11 directors responsible for business execution and 3 directors who are Audit and Supervisory Committee members, 2 of whom are outside directors. At its monthly regular meetings, the Board thoroughly deliberates important matters, including the status of business execution, makes decisions on the company's business execution and supervises the execution of directors' duties. The company's Audit and Supervisory Committee consists of 1 full-time chairperson who is an Audit and Supervisory Committee member and 2 outside directors who are Audit and Supervisory Committee members.」

「The company's Board of Directors consists of 11 directors responsible for business execution and 3 directors who are Audit and Supervisory Committee members, 2 of whom are outside directors. At its monthly regular meetings, the Board thoroughly deliberates important matters, including the status of business execution, makes decisions on the company's business execution and supervises the execution of directors' duties.」

「The company is a company with an Audit and Supervisory Committee, and its Board of Directors consists of 11 directors responsible for business execution and 3 directors who are Audit and Supervisory Committee members, 2 of whom are outside directors. In connection with the transition to a company with an Audit and Supervisory Committee, the company added a provision to its articles of incorporation, in accordance with the Companies Act, allowing all or part of the matters previously subject to Board resolutions to be delegated to directors responsible for business execution. Based on this provision, it established internal rules and put in place a structure for faster decision-making by the company's governing bodies. It also established a Management Meeting, the company's highest decision-making body, consisting mainly of directors with executive responsibilities and held twice a month in principle, and a Management Planning Meeting consisting of the heads of major divisions and held once a month in principle. One Management Meeting and the Management Planning Meeting are held on the day before Board meetings to accelerate the preparation and deliberation of Board agenda items.」

「The company's Board of Directors consists of 12 directors responsible for business execution and 3 directors who are Audit and Supervisory Committee members, 2 of whom are outside directors. At its monthly regular meetings, the Board thoroughly deliberates important matters, including the status of business execution, makes decisions on the company's business execution and supervises the execution of directors' duties.」

「The company's Board of Directors consists of 12 directors responsible for business execution and 3 directors who are Audit and Supervisory Committee members, 2 of whom are outside directors. At its monthly regular meetings, the Board thoroughly deliberates important matters, including the status of business execution, makes decisions on the company's business execution and supervises the execution of directors' duties.」

「The company's Board of Directors consists of 12 directors responsible for business execution and 3 directors who are Audit and Supervisory Committee members, 2 of whom are outside directors. At its monthly regular meetings, the Board thoroughly deliberates important matters, including the status of business execution, makes decisions on the company's business execution and supervises the execution of directors' duties.」

「The company is a company with an Audit and Supervisory Committee, and its Board of Directors consists of 12 directors responsible for business execution and 3 directors who are Audit and Supervisory Committee members, 2 of whom are outside directors. In connection with the transition to a company with an Audit and Supervisory Committee, the company added a provision to its articles of incorporation, in accordance with the Companies Act, allowing all or part of the matters previously subject to Board resolutions to be delegated to directors responsible for business execution. Based on this provision, it established internal rules and put in place a structure for faster decision-making by the company's governing bodies.」