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We aim to fulfill our corporate governance for the following objectives;
・Enhancing transparency, fairness and mobility toward  management
issues
・Establishing management structure capable of dealing with management environment changes in a timely and efficient manner.
・Continuously improving corporate values through a sound relationship with stakeholders





 

We submit corporate governance reports in accordance with Japan’s Corporate Law concerning responsibility for providing requisite explanation and disclosure of information specified by Tokyo Stock Exchange.





 
Organizational Structure We have the Board of Corporate Auditors.
Chairman of the Board
of Directors
Representative Director, President
Board of Directors

All board directors are internal.
・Although we do not assign external board directors, external auditors attend monthly Board of Directors meetings to survey legitimacy and integrity of important decision makings and management.  Thus we ensure objectivity and fairness of management and auditing functions.

Whether or not we have
the Board of Auditors

Yes

Liaison between
the Board of Auditors and
accountant auditors
We ensure legitimacy of financial audit by making regular mid-term reports on financial statement audit as well as audit plans and follow-ups on the results, aiming at building a structure to enable adequate share of information on financial audit.
Liaison between
the Board of Auditors and
internal audit department

Internal audit department aims to monitor compliance and legitimacy of business activities.  In accordance with internal audit regulations, it is focused on operational audit including progress reports on objectives, work operations based on internal rules and regulations and actions toward risk management.  During the process, we aim to enhance efficiency in audit by sharing information and advices with the Board of Auditors.

External Auditors We nominate external auditors






We have decided to structure systems to ensure legitimacy of business activities under the Corporate Law Art. 362 and its operational regulations Art. 100.
 
(1) Structure to ensure the management of the Board of Directors conform to the Law and the articles
 ・  We make every member of the Board of Directors abide by the Law and the articles by stipulating regulations on compliance.
 ・  We have the Board of Auditors of which each auditor is in charge of auditing the management by attending the Board of Directors meeting and surveying progress reports.
   
(2) Structure regarding information storage and control on the management of the Board of Directors.
 ・ 

Information on the management of the Board of Directors should be recorded in documents and electronic means in accordance with documents control regulations and properly stored and controlled.

 ・  The Board of Directors and the Board of Auditors are authorized to access to these documents and electronic means wherever needed.
 ・  We disclose information upon required by the Law or regulation of the stock exchange.
   
(3) Structure regarding Risk Management
 ・  Under the corporate risk control policies, each department is responsible for individual rules, guidelines and manuals regarding risks concerned to the department while the central control office is in charge of monitoring and controlling cross organizational risks.
 ・  Internal audit office, in alliance with the central control office, audits risk control of each department and regularly report the result to the Board of the Directors.
 ・  When any risk of great loss surfaces, we take immediate actions to prevent any further loss by establishing countermeasure office under the direct control of the president.
   
(4) Structure to ensure the efficiency in the management of the Board of the Directors
 ・  As a foundation to ensure the efficiency in the management of the Board of the Directors, we temporally hold the Board of the Directors meetings when necessary in addition to regular monthly meetings.
 ・  Regarding duties under the decisions of the Board of the management, we assign responsible persons and procedures according to the division of the duties established in each term.
 ・  The Board of the Directors plan mid-term management strategy and annual budget, set up detailed objectives for each department to achieve and control monthly sales performance.
   
(5) Structure to ensure every employee’s business activities conform to the Law and the articles.
 ・  We make every employee abide by the Law and the articles by establishing regulations on compliance.
 ・  Internal audit office surveys work operations and compliance of each department and regularly reports to the Board of the Directors.
 ・  When an employee notices any violation of laws or potential illegal activity has been or is going to be conducted, he or she must report to the internal audit officer, and we ensure he or she does not receive any disadvantage on this matter. 
   
(6) Structure to ensure legitimacy of the business activities of the entire group company including our parent company and subsidiary companies
 ・  We clarify reports on the business activities and account structure of our entire group.
 ・  Internal audit office audits every each group company.
 ・  We send to our group companies board directors who audit the Board of the Directors’ duties or auditors who monitor work operations of each group company.
   
(7) Note on assistant employees for auditors
  Auditors deploy employees who support their duties when necessary.
   
(8) Note on the independence of audit assistant employee from the Board of the Directors
 ・  Employees who support auditors do not receive direct commands from the Board of the Directors
 ・  We need to obtain confirmation from the Board of the Auditors on the nomination, transfer and evaluation of concerned employees.
   
(9) Structure for board directors and employees to report to auditors
 ・  Board directors report their activities at important meetings such as the Board of the Directors meeting where auditors attend.
 ・  Board directors and employees must report to auditors when any incident with great impacts on the company and our group company in addition to legal matters.
 ・  Auditors have the authority to request reports from board directors and employees whenever necessary.
   
(10) Structure to ensure an effectiveness of other auditors’ performances
 ・  To ensure an effectiveness of auditors’ performances, the Board of Directors maximizes informational exchanges on the financial audit with accountant auditors.
 ・  We hold regular meetings where auditors and the president share opinions and information


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