Basic Philosophy on Corporate Governance

The Company recognizes that the effective functioning of corporate governance is essential for achieving the sustainable enhancement of corporate value. Based on this recognition, the Company positions the strengthening and enhancement of its corporate governance system as one of its key management priorities.
Under this policy, the Company aims to maximize corporate value by strengthening internal controls through measures such as the clarification of operational responsibilities and the establishment of internal regulations, while continuously reviewing and improving its organizational structure as necessary.
In addition, Vector Inc., the Company’s major shareholder, constitutes the controlling shareholder of the Company. When considering transactions with the controlling shareholder, the Company carefully examines the reasonableness of such related-party transactions and the appropriateness of transaction terms at meetings of the Board of Directors prior to the commencement of such transactions, in accordance with the “Related Party Transaction Management Regulations,” in order to ensure that the interests of minority shareholders are not adversely affected.

Overview of the Corporate Governance Structure and the Reasons for Adopting Such Structure

The Company has established a Board of Directors and a Board of Corporate Auditors as institutional bodies under the Companies Act.
The reason for adopting this governance structure is that the Company believes it is appropriate for ensuring both efficient management and effective management oversight through a corporate governance system consisting of a Board of Directors composed of internal directors who are well versed in the Company’s business operations and internal information, as well as outside directors with extensive knowledge and experience in their respective fields of expertise, together with a management oversight system by corporate auditors, including outside corporate auditors.

Corporate governance structure

Corporate Governance Report

The Group has filed the Corporate Governance Report to TSE.