Transition to a Company with an Audit and Supervisory Committee and Strengthening Oversight Functions

「If the proposal is approved and adopted, the company will have 2 directors other than Audit and Supervisory Committee members, including 1 outside director, and 3 directors who are Audit and Supervisory Committee members, all of whom will be outside directors.」

「As the company operates under an audit and supervisory committee structure, and the audit and supervisory committee takes the lead in conducting organizational audits through the internal control system, the appointment of a full-time audit and supervisory committee member is not necessarily required. Accordingly, we have not appointed a full-time audit and supervisory committee member.」

「From the perspective of further enhancing corporate governance by strengthening the audit and supervisory functions of the board of directors, the company operates as a company with an Audit and Supervisory Committee. Under this structure, the board of directors and the Audit and Supervisory Committee monitor and audit and supervise the execution of duties by the company's directors.」

「From the perspective of further enhancing corporate governance by strengthening the audit and supervisory functions of the board of directors, the company operates as a company with an Audit and Supervisory Committee. Under this structure, the board of directors and the Audit and Supervisory Committee monitor and audit and supervise the execution of duties by the company's directors.」

「From the perspective of further enhancing corporate governance by strengthening the audit and supervisory functions of the board of directors, the company operates as a company with an Audit and Supervisory Committee. Under this structure, the board of directors and the Audit and Supervisory Committee monitor and audit and supervise the execution of duties by the company's directors.」

「As of the filing date, the company's board of directors consists of its Representative Director and President, Fukazawa Eiji (深沢 栄二), as chair, 1 director who is not an Audit and Supervisory Committee member, Kato Yuichi (加藤 雄一), and 3 Audit and Supervisory Committee members, Suzuki Makoto (鈴木 真), Kanai Koki (金井 公克) and Shibayama Satoshi (柴山 聡). Kato Yuichi (加藤 雄一), Suzuki Makoto (鈴木 真), Kanai Koki (金井 公克) and Shibayama Satoshi (柴山 聡) are outside directors. In addition to holding a regular board meeting once a month, the company holds management meetings with the heads of each division 1–2 times a week and extraordinary board meetings as necessary. It has established a system for confirming agenda items in advance and enabling discussion, and determines matters prescribed by law and important management matters while each director continuously supervises the status of business execution within their respective role.」

「As of the filing date, the company's board of directors consists of its Representative Director and President, Fukazawa Eiji (深沢 栄二), as chair, 1 director who is not an Audit and Supervisory Committee member, Kato Yuichi (加藤 雄一), and 3 Audit and Supervisory Committee members, Suzuki Makoto (鈴木 真), Kanai Koki (金井 公克) and Shibayama Satoshi (柴山 聡). Kato Yuichi (加藤 雄一), Suzuki Makoto (鈴木 真), Kanai Koki (金井 公克) and Shibayama Satoshi (柴山 聡) are outside directors. In addition to holding a regular board meeting once a month, the company holds management meetings with the heads of each division 1–2 times a week and extraordinary board meetings as necessary. It has established a system for confirming agenda items in advance and enabling discussion, and determines matters prescribed by law and important management matters while each director continuously supervises the status of business execution within their respective role.」

「From the perspective of further enhancing corporate governance by strengthening the audit and supervisory functions of the board of directors, the company operates as a company with an Audit and Supervisory Committee. Under this structure, the board of directors and the Audit and Supervisory Committee monitor and audit and supervise the execution of duties by the company's directors. The company's board of directors consists of 2 directors, excluding directors who are Audit and Supervisory Committee members, and 3 Audit and Supervisory Committee members. In addition to holding a regular board meeting once a month, the company holds management meetings with the heads of each division 1–2 times a week and extraordinary board meetings as necessary. It has established a system for confirming agenda items in advance and enabling discussion, and determines matters prescribed by law and important management matters while each director continuously supervises the status of business execution within their respective role.」

「In terms of administrative controls, even after submitting to the Tokyo Stock Exchange in August a report on the status of improvements describing corrective measures and other actions to prevent a recurrence of the misconduct by the head of the accounting department discovered last year, we continue to work diligently to strengthen corporate governance and raise compliance awareness among all employees.」

「To prevent a recurrence of the misconduct by the head of the accounting department discovered last year, we have worked diligently to strengthen the company's corporate governance and raise compliance awareness among all employees, including by completely revamping the structures of the administrative divisions and the Internal Audit Office.」

「From the perspective of further enhancing corporate governance by strengthening the audit and supervisory functions of the board of directors, the company operates as a company with an Audit and Supervisory Committee. Under this structure, the board of directors and the Audit and Supervisory Committee monitor and audit and supervise the execution of duties by the company's directors. The company's board of directors consists of 2 directors, excluding directors who are Audit and Supervisory Committee members, and 3 Audit and Supervisory Committee members. In addition to holding a regular board meeting once a month, the company holds management meetings with the heads of each division 1–2 times a week and extraordinary board meetings as necessary. It has established a system for confirming agenda items in advance and enabling discussion, and determines matters prescribed by law and important management matters while each director continuously supervises the status of business execution within their respective role.」

「In April 2016, from the perspective of further enhancing corporate governance by strengthening the audit and supervisory functions of the board of directors, the company transitioned to a company with an Audit and Supervisory Committee. Under this structure, the board of directors and the Audit and Supervisory Committee monitor and audit and supervise the execution of duties by the company's directors. The company's board of directors consists of 4 directors, excluding directors who are Audit and Supervisory Committee members, and 3 Audit and Supervisory Committee members. In addition to holding a regular board meeting once a month, the company holds management meetings with the heads of each division 1–2 times a week and extraordinary board meetings as necessary. These meetings determine matters prescribed by law and important management matters, while continuously supervising the status of business execution. The Internal Audit Office is responsible for internal audits. Based on an annual plan, it conducts internal audits to ensure the proper execution of duties and provides specific advice and recommendations for business improvement. The audit results are reported to the board of directors and the Audit and Supervisory Committee.」