Corporate Governance

Basic Approaches

One of our managerial priorities is to keep increasing our Company's value all the while exemplifying corporate governance and ethics, and we believe that the keys to that aim lie in timely strategic decision-making and sound business management. We are, therefore, committed to enhancing our corporate governance structure by further strengthening, improving and maintaining the legally-obligatory functions such as shareholders' meeting, board of directors, audit and supervisory committee, and accounting auditor, in addition to building good relationships with our stakeholders including shareholders, clients, regional communities and employees.

We also make our best efforts to promptly and accurately disclose information to our shareholders and investors as well as widely provide it to the public toward higher management transparency.

Our Corporate Governance Structure

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As part of our efforts to stably keep increasing our Company's value over a long time ahead, we endeavor to build ever better relationships with our stakeholders through good communication and enhance the management transparency in the global environment by fulfilling our social responsibilities.

We pursue to make our technologies, products and Company to be "particular ones" that you cannot find anywhere else in the world and to thereby contribute to the progress of advanced technology industry and make our customers and the whole society happier, because that is the strategy we believe in for establishing a "stable and sustainable management basis."

Overview of the Corporate Governance Structure

Board of Directors

The Board of Directors comprises thirteen Directors (including the Audit and Supervisory Committee comprises three Board Directors (two of them are external board members)). Regular board meetings are convened once a month and extraordinary ones when necessary to make decisions over important matters such as those as defined by law or regulations or as prescribed in the Articles of Corporation or the Company's rules for the Board of Directors and those concerning the Company's basic policies over its management and operations. Each Board Director is expected to oversee other Board Directors.

Audit and Supervisory Committee

The Audit and Supervisory Committee comprises three Board Directors (two of them are external board members). Regular committee meetings are convened once a month and extraordinary ones when necessary. In accordance with the audit policy and plan drawn up by the Committee, the members collaborate and share information with the Internal Audit Dept. and the accounting auditor to establish and maintain an appropriate audit system at the Company and oversee its Board Directors.

Management Meeting

The Management Meetings, which are attended by executive officers and other high-level managers, are convened basically once a month. Based on the management policies decided by the Board of Directors, the Meeting members promptly tackle important business matters such as the development of new products, large-scale investment in equipment, and reorganization of the operational structure.

Compliance Committee

The Compliance Committee comprises President, the Management Groups and audit and supervisory committee chairperson and convenes a regular meeting once or more in six months and an extraordinary one when necessary. The Committee manages and handles compliance issues at the Company and its Group companies, including the implementation and operation of compliance measures, toward the Company's sound and proper management and operations.

Safety Control Committee

The Security Control Committee comprises the Board Directors in charge of production, R&D and administration and the Plant Managers and labor union members from the factories. The Committee convenes a regular meeting once or more in six months and an extraordinary one when necessary. The Committee manages and handles security-control issues at the Company and its Group companies to prevent worksite accidents.

Internal Audit Dept. and Internal Control Office

The Company has the Internal Audit Dept., and Blue Express, Inc., one of the Company's major subsidiaries, has the Internal Control Office. As a department directly under the Audit and Supervisory Committee, which is a function independent from any business line, the Internal Audit Dept. audits the Company's and its subsidiaries' or affiliates' corporate systems, organizations, operations and management activities, and is also assigned to work for projects from the Audit and Supervisory Committee.

Lawyers and Accounting Auditor

We receive legal consultations on management from a law firm with which we are under advisory agreement when such a necessity arises. We receive accounting audits from our accounting auditor, Ernst & Young ShinNihon LLC.