Governance

Board of Directors

The Board of Directors is a decision-making body that deliberates and decides on basic policies and most important matters related to the Group’s management. The Board of Directors also supervises the status of business execution through deliberations on important matters and periodic reporting. The Company’s Board of Directors consists of two Directors (excluding directors who are Audit & Supervisory Committee members) and four Directors who are Audit & Supervisory Committee members (including four outside Directors). Regardless of gender and nationality, the Company appoints directors who possess knowledge, experience, and ability in business, law, finance, and other specialized fields, as well as excellent character and insight. Furthermore, for the purpose of receiving appropriate advice and recommendations from an external and objective perspective for the management of the Company and strengthening the supervisory function of the Board of Directors, we have appointed multiple outside Directors. Four of the six outside Directors are independent outside Directors.

Audit & Supervisory Committee

From the perspective of ensuring the transparency and fairness of decision-making and realizing effective corporate governance, the Company has established an Audit & Supervisory Committee. The Committee is composed of a majority of independent outside Directors and fulfills a role in monitoring management. The Committee properly executes its duties as a statutory independent body that fulfills a role in the Company’s supervisory function and that audits the execution of duties by representative directors and other executive directors under the mandate of shareholders. By doing so, the Committee is responsible for establishing a high-quality corporate governance system which responds to trust from society by having the corporation and corporate groups consider the interests of various shareholders, strive to collaborate with these shareholders, achieve healthy and sustainable growth, and realize corporate value in the medium to long term.

Nomination and Remuneration Committee

To strengthen the independence, objectivity, and accountability of the functions of the Board of Directors associated with the nomination and remuneration of Directors, the Company has established an independent Nomination and Remuneration Committee under the Board of Directors with Independent Outside Directors as the main members.

When evaluating important items such as decisions on the nomination and remuneration of the senior management, items are first thoroughly deliberated and resolved at the Nomination and Remuneration Committee while sharing diverse opinions, and then proposed to the Board of Directors.

Compliance and Risk Management Committee

This committee examines and deliberates on matters related to the formulation of basic policies, plans and systems for compliance and risk management, and identifies risks in the Company and formulates and implements appropriate countermeasures in accordance with their importance. In addition, the results are reported to the Board of Directors.

ESG Committee

This committee examines on various policies, targets, and measures related to ESG promotion, drafts plans, and reports the results to the Board of Directors.