Corporate Governance

Basic Stance Regarding Corporate Governance

As an Environment and Energy Company group, based on its global management and cash-flow management, Nisshinbo recognizes the need to raise its corporate value over the medium to long term while making qualitative improvements and promoting quantitative growth. From a qualitative perspective, the Group is improving its organizational culture including corporate governance. From a quantitative perspective, the Group is increasing its numerical performance. This includes growth in the ROE-focused indicator of improved profitability as well as its management focus on the Company's stock price. By taking risks based on the principle of business judgment while making bold decisions on a timely basis, we will work to raise management efficiency, ensure transparency, strengthen accountability, and rigorously put our corporate philosophy into practice. As a result, we will establish corporate governance based on our corporate philosophy of Public Entity, Consistent Integrity, and Innovation.

Corporate Governance Structure

The Group's Business Oversight and Execution Framework

The Company's Board of Directors is responsible for making decisions on key management matters and for monitoring the execution of duties by the directors.
We have also adopted a managing officer system in order to strengthen and separate decision-making and oversight functions and business execution functions.
The Corporate Strategy Conference, which is made up of directors and other senior personnel, holds meetings to discuss important matters related to business execution throughout the Group.

Nisshinbo's Corporate Governance Structures

The Group's Audit Framework

The Company has established an Audit & Supervisory Board. The audit framework comprises the Audit & Supervisory Board members, who conduct audits, the independent auditor, who carries out accounting audits, and the Internal Audit Department, which is responsible for conducting internal audits. These groups work closely together to improve corporate governance.
The Company also conducts oversight of specific areas such as workplace safety, environmental issues and IT systems.

Audit & Supervisory Board

The Company's Audit & Supervisory Board comprises four Audit & Supervisory Board members, two of whom are outside members. In accordance with audit policy and plans determined by the Audit & Supervisory Board, members monitor business management and execution at the Company and its subsidiaries by attending important management meetings such as meetings of the Board of Directors and Corporate Strategy Conference in order to understand operating conditions.

Internal Audit Division

The Company has established the Internal Audit Department independent from executive business functions to act as the internal audit division. The Internal Audit Department conducts ongoing audits of operations across the entire Nisshinbo Group and works to protect corporate assets and increase management efficiency by providing advice and proposals for remedial measures from a legal and rational standpoint.

Timely Information Disclosure

The Company carries out active corporate communication by appropriately combining statutory disclosure including convocation notices for general shareholders meetings, business reports, securities reports, and quarterly reports, with voluntary information such as Annual Reports, CSR Reports, and websites. When communicating information, the Company takes into account how convenient and easy to understand the various information including high-value added non-financial information for the user is.

Maintaining Internal Control Systems

The Company endeavors to create a healthy and highly transparent corporate culture in accordance with the Corporate Philosophy of the Nisshinbo Group. An internal control system has been established to identify and then remedy any issues in business execution processes.