▷Basic idea of corporate governance

1. We believe that our important management issue is to sustainably maintain a workable corporate governance system. For this purpose, we are working on transparent and fair management, appropriately consulting with all stakeholders and aiming at continuous growth and long-term improvement of the corporate value.

2. We are working on promotion of corporate governance based on the following basic concepts.

(1) We respect the right of the shareholders and respond to them appropriately to ensure the equality.

(2) We make efforts to appropriately consult with all stakeholders.

(3) We disclose our corporate information properly and act appropriately to ensure the equality and transparency.

(4) We see to it that the board of directors appropriately fulfills its roles and responsibilities.

(5) We make efforts to conduct a constructive dialogue with shareholders to stably and continuously pay a dividend properly reflecting our business performance.

▷Basic policies for internal control system

(1) Systems concerning retention and control of information relating to execution of directors’ duties

Legally prescribed documents, such as board minutes, and other important documents, such as records of important decision-making, shall be controlled under security protection in a retrievable state based on regulations for information control and available for the board of directors through the proper formalities.

(2) Regulations and other systems concerning management of risk of loss

Based on regulations for risk management, we shall prevent, avoid or reduce risks that may seriously affect our management and, if an unexpected event occurs, take company-wide measures to minimize the damage.

(3) System for ensuring effective execution of directors’ duties

To effectively operate the board of directors, we shall hold a management meeting composed of directors (excluding outside directors and directors in Audit and Supervisory Committee), executive officers and persons appointed by President and preliminarily examine the matters to be resolved at the board of directors.
We shall determine the duties to be managed and covered by the directors (excluding outside directors and directors in Audit and Supervisory Committee) and improve the efficiency in decision-making through the “ringi” (request for decision) procedure determining the decision-making authorities of the management meeting and job positions based on the regulations prescribing the basic requirements for management organization, division of duties and authorities.

(4) System for ensuring conformance of execution of duties of directors and employees with laws and articles of incorporation

We shall establish a compliance committee to communicate the corporate ethics to the directors and employees and ensure the compliance. We shall provide training at every opportunity to spread the ethical standards defining the shared values and standards of conduct.
In addition, we shall set up an Internal Auditing Department to regularly audit the compliance with laws, company rules and internal regulations, report the audit results to the president, directors concerned and Audit and Supervisory Committee and improve the compliance.
We will take a firm stance against any antisocial forces and organizations that threaten the order and safety of civil society and will never be associated with any such force or organization and take any action to help their activities. The General Affairs Department is designated as the department for managing such cases and maintaining close cooperation with police authorities, violence prevention center and lawyers.

(5) System for ensuring appropriateness of operations in corporate group consisting of our Company, parent company and subsidiary companies

The Management Planning Office shall be in charge of management control of the affiliate companies and control the management of the affiliate companies based on the regulations.
Directors or auditors shall be dispatched to the subsidiary companies from our Company to thoroughly communicate our management policy and enhance the management control and report on the items prescribed by the regulations to the board of directors once a month.
The regulations prescribe that important matters shall be approved by our Company in advance. If the directors or auditors consider that any important matter affecting our management may occur, they shall conduct accounting audit and operational audit in the subsidiary company as needed to ensure the appropriateness of its operations.
The subsidiary companies shall observe the ethical standards and laws, apply our regulations and establish their own regulations if necessary.

(6) Matters relating to employees who should assist the duties of the Audit and Supervisory Committee

The Company shall set up employees who should assist the auditing duties through consultation with the Audit and Supervisory Committee.
The employees assisting the Audit and Supervisory Committee shall perform their duties in accordance with the directions of the Audit and Supervisory Committee.

(7) Matters relating to independence of employees who should assist the duties of the Audit and Supervisory Committee from the directors (excl. directors in the Audit and Supervisory Committee)

About the personnel transfer and evaluation of the said employees who should assist the duties of the Audit and Supervisory Committee, opinions shall be heard from the Audit and Supervisory Committee.

(8) Matters relating to ensuring of effectiveness of instructions to employees who should assist the duties of the Audit and Supervisory Committee

The directors (excluding directors in the Audit and Supervisory Committee) and employees shall take appropriate action to ensure the effectiveness of the instructions of the Audit and Supervisory Committee to the said employees.

(9) System for reporting to the Audit and Supervisory Committee by directors and employees of our Company and subsidiary companies and other systems relating to report to the Audit and Supervisory Committee

The directors (excl. directors in the Audit and Supervisory Committee) shall regularly hold a meeting with the Audit and Supervisory Committee to report on the execution of the duties to the Audit and Supervisory Committee and exchange opinions, and the employees shall receive interviews and audits implemented by the Audit and Supervisory Committee and submit reports when requested by the Audit and Supervisory Committee.
The system shall be a whistle-blowing system through which the directors (excluding directors in the Audit and Supervisory Committee) and employees of our Company and the directors and employees of subsidiary companies can report directly to our Audit and Supervisory Committee when they recognize any important matters, such as violation of laws or articles of incorporation.

(10) System for ensuring that the person who reported to the Audit and Supervisory Committee is not unfavorably treated for a reason of the reporting

We prohibit unfavorable treatment of the person who reported to our Audit and Supervisory Committee for a reason of the reporting and clearly document this to thoroughly communicate to the employees.

(11) Matters relating to policy on procedures for advance payment or redemption of expenses incurred for execution of duties of the Audit and Supervisory Committee members (limited to persons engaged in execution of the duties of the Audit and Supervisory Committee) and settlement of expenses or debt incurred for execution of other duties

When any Audit and Supervisory Committee member requests advance payment of expenses arising from the execution of his/her duties based on 2-4, Article 399 of Companies Act, the department in charge shall deliberate and promptly settle the expenses or debt except when the requested expenses or debt are regarded as unnecessary for the execution of the duties of the Audit and Supervisory Committee members.

(12) Other systems for ensuring effective execution of audits by the Audit and Supervisory Committee

The Audit and Supervisory Committee shall be allowed to supervise and monitor the implementation of all daily activities of the directors (excluding directors in the Audit and Supervisory Committee) and employees through the internal Intranet and shall exchange information with accounting auditors.