Management InformationCorporate Governance

1. Basic approach to corporate governance

The Company regards the establishment, maintenance and improvement of an organizational structure capable of responding swiftly to changes in the management environment, and a fair and equitable system of management emphasizing the interests of shareholders and other stakeholders, as extremely important management issues, in order to ensure the soundness, transparency, reliability and agility of management, and enhance corporate governance.
The Company also works to fulfill its accountability obligations, strengthen shareholder trust, and ensure compliance by engaging in close communication with shareholders through IR activities and forums such as the General Meeting of Shareholders.

2. Details of company organs, the status of internal control systems, etc.

Details of company organs

The Company transitioned to a Company with an Audit and Supervisory Committee based on the resolution of the 52nd Annual General Meeting of Shareholders held on March 30, 2016, for the purpose of enhancing corporate governance by strengthening the supervisory function of the Board of Directors.
The Management Meeting and Corporate Planning Meeting deliberate on important matters of business management, which are then submitted to the Board of Directors for resolution. The following are the Company's main organs.

a. Board of Directors

The Company's Board of Directors is composed of 8 Directors (excluding Directors who are Audit and Supervisory Committee Members) and 3 Directors who are Audit and Supervisory Committee Members (including 3 Outside Directors). In addition to regular monthly meetings, the Board of Directors holds extraordinary meetings as necessary. It decides on important matters and confirms the status of business execution. Directors also mutually supervise the execution of their duties through the Board of Directors.

b. Audit and Supervisory Committee

The Company's Audit and Supervisory Committee is composed of 3 Audit and Supervisory Committee Members (including 3 Outside Directors). The Audit and Supervisory Committee Members work to enhance the effectiveness of corporate governance, through activities such as attending and expressing opinions at meetings of the Board of Directors and other important meetings. The Company aims to ensure the effectiveness of corporate governance through the organic fusion of auditing work by the Audit and Supervisory Committee, the Internal Audit Office and the Accounting Auditor.

c. Management Meeting

The Company has established a Management Meeting attended, where necessary, by managerial employees nominated by the presidents, in addition to Corporate officers, Directors who are Audit and Supervisory Committee Members participate as observers. As a rule, the Management Meeting is held at least twice a month.
The Management Meeting, as an authority of a decision-making organ, functions for the purpose of furthering the achievement of business plans and the prompt and smooth operation of important company business.

d.Members of the Board of Directors, Audit and Supervisory Committee and Management Meeting

Members (as of March 30, 2023)

Chair Member

Position Name Board of Directors Audit and Supervisory Committee Management Meeting
Chairman, President and Representative Director Tohru Yamai
Executive Vice President Fumihiro Takai
Executive Vice President Nobu Sakamoto
Senior Managing Director Ryo Murase
Senior Managing Director Noah Reis
Director Kim Nam Hyung
Outside Director Takafumi Minaguchi
Outside Director Masahiro Ito
Outside Director
(Audit and Supervisory Committee Member)
Shinji Tanabe *
Outside Director
(Audit and Supervisory Committee Member)
Yoshihiro Wakatsuki *
Outside Director
(Audit and Supervisory Committee Member)
Eriko Uematsu *

* Directors who are Audit and Supervisory Committee Members participate as observers.

The Company's corporate governance structure is shown in the figure below.

Corporate governance report