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Corporate Governance Structure

Solid corporate governance is essential for a company to fulfill its social responsibility, respond to the mandate bestowed by stakeholders and achieve sustained growth.
The Company engages in initiatives to strengthen its framework of corporate governance and to develop and enhance systems for risk management, and continuously strives to heighten the value of the corporate brand by acting in total accordance with our business ethics while building an organic and effective mechanism of governance, in conjunction with our achievement of increasingly robust earnings and a stronger financial standing.

Structure of Business Execution

The Board of Directors and Audit & Supervisory Board are in charge of building, managing and monitoring the Company's corporate governance structure, while committees and other organs work to enhance the structure.

Board of Directors

The Board of Directors is an organ of the Company that meets at least once a month and determines fundamental management policies, matters required by laws and regulations, and other important management-related matters, as well as supervising the execution of duties by the Directors. Two of the nine Directors are Outside Directors. The Audit & Supervisory Board Members also attend the Board of Directors’ Meetings.

Audit & Supervisory Board

The Audit & Supervisory Board formulates and implements audit policies and plans, and undertakes to conduct efficient, expeditious auditing. Three of the four members of the Audit & Supervisory Board are outside members. As an independent organ, the Audit & Supervisory Board supervises the execution of duties by the Directors through attendance at meetings of the Board of Directors and other important meetings and the inspection of important decision-making documents. “K” LINE assigns dedicated staff as assistants to the Audit & Supervisory Board Members.

Executive Officers' Meeting

Executive Officers’ Meetings are attended by all the Executive Officers, including those concurrently serving as Directors, and Audit & Supervisory Board Members to help the President & CEO make decisions through frank discussions. These meetings are held twice a month, in principle.

Management Conference

The Management Conferences serve as a forum for the exchange of opinions and are attended by the President & CEO, Senior Managing Executive Officers, and other involved parties for discussions on specific agenda items. A Management Conference is held every week, in principle, to further enhance transparency and promptness in management decision making and direction setting.

Investment Committee

Meetings of the Investment Committee, consisting of the Executive Officer in charge of Corporate Planning, the Executive Officer in charge of Finance, and other Executive Officers and Group General Managers designated by the President & CEO, are held periodically to deliberate on basic plans and important initiatives for maximizing investment effects, while taking the Company’s investment capacity into consideration. The Committee also monitors past investment effects and considers the termination or cessation of such investments.

Corporate Governance Structure                (As of July 1, 2015)

Internal Control System

The Board of Directors is responsible for building the internal control system, evaluating its effectiveness and ensuring that it functions properly. In addition, through monitoring and verifying the status of the internal control system, the Internal Audit Office plays a role in supporting the Board of Directors in carrying out its responsibilities for the development, maintenance and enhancement of the internal control system. The Audit & Supervisory Board Members oversee the processes by which the Directors build the internal control system and confirm that it is functioning effectively.
The Company also ensures appropriate operations of the entire “K” LINE Group by supporting and managing the establishment and effective operation of their internal control systems while respecting the independence of each company.

Group Governance

Establishing a Charter of Conduct

"K" Line Group Companies To ensure proper business operations of the "K" Line Group companies, we have established the Charter of Conduct: "K" Line Group Companies. Based on this Charter, each Group company has established its own Implementation Guideline for Charter of Conduct.