Governance:Corporate Governance

We strive to enhance our corporate governance to conduct fair and honest business.

Corporate Governance

Our Perspective on Corporate Governance

   Toyo Seikan Group Holdings (the “Company”) believes that the enhancement of corporate governance under the Group’s management philosophy, including its management policy, creed, and vision, is one of the most important management issues in improving its corporate value and continuing new development and progress while contributing to the society through its business activities. Continuous commitment to this management issue constitutes our fundamental policy of corporate governance.
   Based on Japan’s Corporate Governance Code, which came into effect on June 1, 2015, we will strive to further enhance our corporate governance to achieve sustainable growth and increase corporate value.

Corporate Governance System

   The Company’s Board of Directors (the “Board”) is composed of fourteen Directors, of whom five are independent outside Directors, representing more than one-third of the Board. The Board generally meets once a month and holds extraordinary meetings as necessary to make important decisions on management matters. The term of office for Directors is set at one year in order to clarify Directors’ management responsibility and to flexibly establish a management framework that can promptly respond to changes in business environment. The Audit and Supervisory Board is composed of four auditors, of whom two are independent outside auditors. The Audit and Supervisory Board generally meets once a month and holds extraordinary meetings as needed.
   The outside Directors, together with outside Audit and Supervisory Board Members, hold the outside directors’ meeting on a monthly basis in principle, where they have straightforward discussions to enhance transparency and objectivity in management. They are also actively engaged in other duties, including on-site inspections of domestic and overseas group companies.
   In addition to active discussions at the Board meetings, these outside Directors and outside Audit and Supervisory Board Members conduct monitoring on management with an objective view of an outsider, which allows the Company to ensure that surveillance function regarding its management structure works effectively.

Strategic planning and execution by the Management Strategy Meetings

   The Company has introduced an operating officer system for the purpose of distinguishing and clarifying responsibilities for decision-making/supervisory functions and business execution. To develop the basic management policy and take necessary measures swiftly and appropriately for strong management, it regularly conducts the Management Strategy Meeting and the Executive Management Meeting; the former is held on a monthly basis and comprised of full-time Directors, Heads in charge of key organizational functions, Senior Executive Officers, and Executive Officers, while the latter is scheduled twice a month and attended by full-time Directors, Heads in charge of key organizational functions, Senior Executive Officers, and Presidents of major group companies.

Structure of Internal Control System Operation

   The Company and other group companies operate their internal control systems. The Company has set up the Internal Audit Office, which is responsible for internal audit and operates directly under the President, to ensure corporate activities compliant with laws and regulations and improve efficiency of management. The state of development and operation of the internal control systems and their law compliance are checked through internal audits that are regularly conducted by the Internal Audit Office, and, if any issues are identified, improvement measures will be implemented based on the audit results.

Corporate governance system

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