Corporate Governance

Principles of Corporate Governance

Our company values all stakeholders, including customers, shareholders, employees, and society itself. Achieving sustainable, profitable growth and enhancing shareholder value are our priorities. To support these objectives, we are committed to full compliance with applicable laws and regulations and to strengthening the oversight and auditing functions of the Board of Directors and the Audit and Supervisory Committee. These efforts are intended to ensure transparency and integrity in all aspects of our management and operations. In addition, we will proactively respond to amendments to corporate governance regulations and implement measures that enhance investor protection and place shareholder interests at the forefront.

Overview of the Corporate Governance System

Our company has adopted a corporate governance structure with an Audit and Supervisory Committee. In addition, we have introduced an executive officer system to accelerate management decision-making by the Board of Directors and to establish and strengthen a supervisory framework that ensures effective execution of business operations. The principal corporate bodies established by the company are as follows.

Board of Directors

The Board of Directors comprises seven members: four Directors who are not members of the Audit and Supervisory Committee (including one Outside Director) and three Directors who serve as members of the Audit and Supervisory Committee (all of whom are Outside Directors). The Board of Directors convenes regular monthly meetings and holds extraordinary meetings as necessary. As the company’s principal decision-making body, the Board of Directors oversees the execution of duties by Directors who are not members of the Audit and Supervisory Committee and makes decisions and reports on matters prescribed by laws and regulations, the Articles of Incorporation, and the Board of Directors’ regulations.

Executive Officers

“Executive officers carry out their duties under the supervision of the Representative Director and in accordance with the management policies determined by the Board of Directors. Together with the Directors, they are responsible for the company’s management.
The introduction of this system clarifies the Board of Directors’ role in unified decision-making and oversight of business execution. It also enables the Board to make management policy decisions more promptly and to supervise business execution more effectively, thereby further strengthening the company’s corporate governance framework.”

Management Committee

To separate management supervision and execution, a system has been established in which the Executive Officers, under the leadership of the CEO, assume responsibility for the regular business execution. This aims to further enhance corporate governance and strengthen business execution capabilities. The Management Committee, consisting of six executive officers, acts as an advisory body to the CEO on important matters related to the business execution.

Audit and Supervisory Committee

“The Audit and Supervisory Committee consists of three Directors, all of whom are Outside Directors and members of the Committee. In addition to convening regular monthly meetings, the Committee holds extraordinary meetings as necessary. Drawing on the members’ specialized expertise and extensive experience in areas such as finance, accounting, and legal affairs, the Committee audits the execution of duties by Directors from an independent and objective standpoint.
The Committee also works to ensure the effectiveness of operational and accounting audits by maintaining close coordination with the Internal Audit Office and the accounting auditors through information sharing and other means. In addition, regular exchanges of opinions are conducted with Outside Directors.”

Internal Audit

The company has established an Internal Audit Office that reports directly to the President. The Internal Audit Office evaluates whether the internal control system, established in accordance with the company’s basic policies, is functioning effectively. It reports results to the audited departments and provides appropriate guidance, while also reporting to the Representative Director and the Audit and Supervisory Committee. In addition, internal auditors, members of the Audit and Supervisory Committee, and accounting auditors share information as necessary to ensure that audits are conducted effectively and efficiently, thereby enhancing the overall quality and efficiency of the audit process.

Nomination and Compensation Committee

The Nomination and Compensation Committee deliberates on and reports to the Board of Directors regarding proposed policies for the appointment and dismissal of Directors and Executive Officers, the selection of candidates for these positions, and succession planning for Directors and Executive Officers. The Committee also reviews and reports on draft proposals for Director remuneration to be submitted to the General Meeting of Shareholders, policies for determining the structure and content of individual Director remuneration, and the specific remuneration of individual Directors and Executive Officers.

As of December 2025