Company

GOVERNANCE

Corporate Governance Structure

The Company has adopted the form of a company with an Audit and Supervisory Committee. The purpose is to further strengthen the supervisory and audit function over executives by assigning Directors who are Audit and Supervisory Committee members having voting rights at meetings of the Board of Directors and to further enhance corporate governance.

Overviews of the bodies established by the Company are as follows.

【 Board of Directors 】

As of the date of submission, the Board of Directors is comprised of seven Directors (including three Directors who are Audit and Supervisory Committee members), and it makes decisions regarding the execution of important business as well as other matters stipulated in the Regulations of the Board of Directors. In principle, the Board of Directors meets regularly once per month, and may also meet at other times as required.

【 Audit and Supervisory Committee 】

As of the date of submission, the Audit and Supervisory Committee is comprised of three Directors who are Audit and Supervisory Committee members (of whom two are External Directors). There are two full-time Audit and Supervisory Committee members who are elected by the members of the committee. Each Audit and Supervisory Committee member attends important meetings of the Board of Directors and other bodies, and conducts an investigation into the operations and status of assets of the Company and subsidiaries of the Company in accordance with the auditing policies, allocation of duties and other matters determined by the Audit and Supervisory Committee, in addition to auditing the execution of duties by Directors. Furthermore, one Substitute Director who is an Audit and Supervisory Committee member has been elected in preparation for the case where the number of Audit and Supervisory Committee members falls short of the number stipulated by laws and regulations.

【 Accounting Auditor 】

The Company has appointed Deloitte Touche Tohmatsu LLC as its Accounting Auditor.

【 Compliance Committee 】

The Compliance Committee is chaired by the Representative Director and President, with Directors (excluding External Directors and Directors who are Audit and Supervisory Committee members) and Executive Officers as members. External Directors, Directors who are Audit and Supervisory Committee members, and the Manager of the Internal Audit Department attend as observers. In principle, it meets twice a year and also holds meetings as needed for matters including the deliberation of compliance-related items, and reporting matters reported by whistle-blowers as well as reviewing the status of the handling of such matters.

【 Risk Management Committee 】

The Risk Management Committee is chaired by Representative Director and President, with Directors (excluding External Directors and Directors who are Audit and Supervisory Committee members) and Executive Officers as members. External Directors, Directors who are Audit and Supervisory Committee members, and the Manager of the Internal Audit Department attend as observers. In principle, it meets twice a year and also holds meetings as needed for risk management.

【 Nomination Advisory Committee 】

The Nomination Advisory Committee is comprised of Representative Directors and Audit and Supervisory Committee members. It provides advice on and suggestions regarding the election and dismissal of Representative Directors, as requested by the Board of Directors, and the committee reinforces the independence, objectivity and accountability of the Board of Directors.

【 Executive Compensation Advisory Committee 】

The Executive Compensation Advisory Committee is comprised of External Directors and provides advice on and suggestions regarding the compensation of Directors and Executive Officers, as requested by the Board of Directors, to ensure fair and transparent decision-making procedures for compensation.

The Company’s corporate governance structure is as shown in the following diagram.

※下表は、左右にスライドしてご覧いただけます