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Corporate Governance

Corporate Governance Structures

overview of current corporate governance systems

  • 1)Board of Directors
    The Board of Directors comprises 10 directors in total including two outside directors. In principle, the Board meets once each month and holds extraordinary meetings when necessary.
    Board makes deliberates and decisions on matters specified in laws and regulations, the Articles of Incorporation, and other internal rules, reports on the status of the execution of business and other necessary information, and supervises the execution of duties by directors. Supervisory Board members attend Board of Directors meetings and actively express their opinions.
  • 2)Supervisory Board
    The Supervisory Board comprises four members including two outside Supervisory Board members. In principle, the Supervisory Board meets once each month and holds extraordinary meetings when necessary.
  • 3)Execution of business
    The allocation of duties to directors and executive officers are determined by decisions of the Board of Directors, and each carries out their duties.
  • 4)Management Meeting
    The Company established a Management Meeting to coordinate group management, confirm policies, and so on. In principle, the Council meets once each month.
  • 5)Audit and supervision of directors by Supervisory Board members
    The Company established and implements Supervisory Board Member Audit Standards.
  • 6)Status of audits
    Audits in the Company are planned and carried out by the four Supervisory Board members.
    The Company also undergoes audits by PricewaterhouseCoopers Aarata LLC.
  • 7)Determination of remuneration
    Remuneration is paid in accordance with certain standards established by the Board of Directors.

Directors

Number of directors specified in Articles of Incorporation 20
Term of office of directors specified in Articles of Incorporation 2 years
Chairperson of the board President
Number of directors 10
Appointment of outside directors Outside directors are appointed
Number of outside directors 2
Number of outside directors designated as independent directors 2
 

Supervisory Board Members

Whether the company has an Supervisory Board Established
Number of Supervisory Board members specified in Articles of Incorporation 4
Number of Supervisory Board members 4
 

Activities of Outside Directors

Post Name Attendance
Director Susumu Miyoshi 18/18 (100%)
Director Akira Tamura 18/18 (100%)
 

Director Remuneration

Details of policy on determining remuneration amounts or the method of calculating those amounts
Executive director remuneration comprises fixed remuneration, which is a fixed amount, bonuses paid
according to the results of each fiscal year, and restricted stock compensation paid as a long-term incentive.
A portion of the fixed remuneration reflects annual performance evaluations based on evaluations according
to the roles of each executive director. The remuneration of non-executive directors including outside
directors and Supervisory Board members consists solely of fixed remuneration in fixed amounts.
The remuneration of directors and Supervisory Board members is determined by resolution of the Board of
Directors in the case of directors and resolution of the Supervisory Board in the case of Supervisory Board
members within the scope of the total amount approved by resolution of the General Shareholders Meeting.

Remuneration pursuant to General Shareholder Meeting Resolution
Ten (10) directors: 524 million yen paid (including 23 million yen paid to two (2) outside directors)
Four (4) Supervisory Board members: 47 million yen paid (including 10 million yen paid to two (2) Supervisory Board members)

Total remuneration, etc. paid to persons who received 100 million yen or more in remuneration, etc.
IsaoTsukamoto: 139 million yen paid

Corporate Governance Organizational Diagram

The following committees are subordinate organizations of the CSR Promotion Committee.
1. Compliance Committee
2. Risk Management Committee
3. Information Disclosure Committee
4. Personal Information Management Committee
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