Basic Approach to Corporate Governance

The Company always aims to exercise the best corporate governance and strives continually to enhance it as well. The Company believes that the focus of corporate governance is to ensure fairness and transparency of management through clear separation of functions between management oversight and business execution, while enhancing corporate vitality. In order to enhance corporate governance, the Company also fully utilizes the functions of outside directors including management oversight.
The Company strives to enhance corporate governance by stipulating the following basic points of view and code of conduct in its “Corporate Governance Principles” and implementing these principles accordingly.
(a) Co-creating Value with Stakeholders
 (i) The Company respects the rights of stakeholders.
 (ii) The Company strives to expand and create value together with stakeholders.
 (iii) The Company maintains positive and smooth relations and builds trust through dialogues with stakeholders.
 (iv) The Company ensures transparency by properly disclosing company information in a timely manner.
 (v)The Company actively contributes to the achievement of a sustainable society.
(b) Corporate Governance System
 (i) The Company has adopted the system of being a company with a nomination committee, etc.
 (ii) The Board of Directors (“the Board”) shall delegate to the corporate officers broad power of decision-making for business execution to the extent permitted by laws and regulations, and it shall exercise the function of management oversight.
 (iii) The majority of the Board shall be independent and neutral outside directors.
 (iv) The Representative Corporate Officer and CEO shall be the only director who is concurrently a corporate officer.
 (v) To clarify the management oversight function, the positions of the Chair of the Board and the Representative Corporate Officer and CEO shall be separated and performed by different individuals.
 (vi) The Nomination Committee and the Compensation Committee shall be entirely composed of outside directors, and the majority of the Audit Committee shall consist of outside directors.
 (vii) The Chairs of the Nomination Committee, the Audit Committee and the Compensation Committee shall be outside directors.
 (viii) The Company shall have an hhc Governance Committee consisting solely of outside directors.
 (ix) The internal control system and its operation shall be enhanced to ensure the credibility of financial reports.