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Corporate Governance

Basic Thinking With Regard to Corporate Governance

The Ahresty Group aims to increase its overall corporate value by clarifying (and fulfilling) its management responsibilities and accountability to its shareholders and other stakeholders, and by establishing a management system that is highly transparent and allows for prompt decision-making. The Group also recognizes the tasks of improving and enhancing its internal control system and risk management framework and building a business management system for controlling and supervising the business activities of its subsidiaries as important management issues that should be part of its basic policy on corporate governance.

Basic Policy Related to Internal Control System Maintenance

To ensure the appropriateness of its work processes, with the aim of further enhancing its corporate governance and increasing its corporate value, the Ahresty Group’s Board of Directors has established a set of Basic Policy related to Internal Control System Maintenance, in accordance with the Companies Act and ministerial ordinances issued by the Ministry of Justice.

Bolstering our Management Framework

The Ahresty Group believes that, in addition to bolstering the supervisory function of its Board of Directors, establishing a framework for aggressive proactive decision-making by delegating authority for work-related executive functions to the Executive Committee and executive directors will lead to improved productivity in both management and the use of corporate capital.
Based on this way of thinking, the Group decided that the effective utilization of independent, external director functionality (i.e. outside directors who do not execute work duties themselves) would be suitable to enhancing corporate governance, and shifted to a company with an audit and supervisory committee as of June 2015.
When doing so, the Group also reviewed the decision-making authority of its Board of Directors, and amended its management framework such that decision-making by the Board would focus primarily on important, management-related issues.
The Group’s Board of Directors now makes decisions on legal issues, matters dictated by the company’s articles of incorporation, and important work-related executive matters including organizational changes, the establishment of subsidiaries, and the acquisition and disposition of high-value assets.
The execution of individual work duties for matters determined by the Board are carried out by decision-making and actual execution of work in the various business divisions and departments, in accordance with various corporate regulations including the Board of Directors Regulations, Executive Committee Regulations and Division of Duties Regulations.

When selecting outside directors, the company chooses only candidates who fulfill the Group’s own “Standards for Appointment of Independent Directors,” in addition to the regular criteria stipulated by the Companies Act and the Tokyo Stock Exchange, etc.