The Company ensures the effectiveness of the oversight function of the Board of Directors by adopting the structure of a company with three committees (nomination, audit and remuneration committees) where the majority of the members of each of these committees are independent Outside Directors, having a system where the majority of members of the Board of Directors are independent Outside Directors, and selecting independent Outside Directors as the chairperson for each committee.

Nomination Committee

The Nomination committee is composed of three (3) independent Outside Directors and one (1) internal full-time Director who does not execute. The Nomination committee determines the contents of proposals on the nomination and dismissal of Directors submitted to shareholders’ meetings and reports to the Board of Directors upon consultations from the Board of Directors regarding the nomination and dismissal of Representative Executive Officers, Executive Officers, Chairperson of Board of Directors, as well as the chairpersons and members of individual statutory committees and other matters.

The meetings of the Nomination Committee were held 14 times in FY2024 (March 2024 to February 2025). Attendance at the meetings of the Nomination Committee was 100%

Audit Committee

To maintain and improve audit accuracy, the Audit Committee is composed of four (4) independent Outside Directors and one (1) internal full-time Director who does not execute business and is well informed about internal information. The Audit Committee effectively audits whether Executive Officers and Directors execute their duties in compliance with the laws and the Articles of Incorporation and efficiently in accordance with the basic philosophy of the Company and the Group Vision, and makes necessary indications and recommendations. It also conducts audits on the construction and operation of internal control, and prepares audit reports.
To ensure the reliability of accounting information, the Audit Committee also monitors and verifies the status of work executed by the Accounting Auditor, and determines the contents of proposals on the nomination and dismissal of such Auditor and other matters submitted for discussion at shareholders meetings.

The meetings of the Audit Committee were held 24 times in FY2024 (March 2024 to February 2025). Attendance at the meetings of the Audit Committee was 100%.

Remuneration Committee

The Remuneration committee is composed of three (3) independent Outside Directors and one (1) internal full-time Director who does not execute. The Remuneration Committee decides on the policy for determining the individual remuneration details for Directors and Executive Officers of the Company and eligible officers of major subsidiaries of the Group, and on the remuneration details for individual Directors and Executive Officers of the Company.

The meetings of the Remuneration Committee were held 10 times in FY2024 (March 2024 to February 2025). Attendance at the meetings of the Remuneration Committee was 100%.

Number of meetings in FY2024 (March 2024 to February 2025)

Corporate Governance

• Corporate Governance System

• Board of Directors

• Nomination Committee, Audit Committee, and Remuneration Committee

• Nomination/Appointment/Succession Planning

• Officer Remuneration System

• Evaluation of the Effectiveness of the Board of Directors

• Basic Capital Policy/Shareholder Return Policy/Cross-Shareholdings

• JFR Tax Policy