Basic Policy on Corporate Governance

The Meiwa Group, guided by our Meiko Washin philosophy (“Always Bright and Friendly”), recognizes that the way to meet the expectations of all stakeholders is to improve our corporate value. Our actions are based on the principle of striving to be a corporation that contributes to society at large through fair and open business practices. For this reason, our executives prioritize corporate governance as the foundation for ensuring management soundness, transparency, and efficiency.
In addition, we developed Corporate Governance Guidelines, the framework for the Group’s corporate governance. We will build an effective corporate governance system so that we grow sustainably and improve our corporate value over the medium and long term.

Corporate Governance Structure

We have also established a position for handling internal information based on our internal information management guidelines. As well, we have prepared a framework for integrated management and the punctual disclosure of information about the Group, including subsidiaries. When disclosing information, we apply the prompt disclosure standards of the Tokyo Stock Exchange to clarify disclosed items and other content. We also comply with the Financial Instruments and Exchange Act and other related laws, regulations, and notices to ensure that information is disclosed promptly, accurately and fairly.
The Internal Auditing Department, established under the direct control of the president as a check on the Company’s internal operations, conducts regular internal audits of information disclosure and internal controls in general.

Audit and Supervisory Committee

• Committee Composition and the Attributes of Chairperson

  • All members
    Full-time members
    Inside directors
    Outside directors
    Committee chairperson
  • Audit and Supervisory Committee
    4
    1
    1
    3
    Inside Directors
  • 　
    　
    　
    　
    　
    　
  • Directors and employees to assist the Audit and Supervisory Committee
    Yes

• Issues related to the independence of the Directors and employees from executive directors

  The Company has established an Audit and Supervisory Committee secretarial office and has assigned employees (assisting employees) to help with the duties of the Audit and Supervisory Committee.
  Assisting employees are selected following consultations by the Representative Director(s) with the Audit and Supervisory Committee or the full-time members of the Audit and Supervisory Committee, taking into account the knowledge and abilities needed for the duties of the Audit and Supervisory Committee.
  Although assisting employees are subject to the Company’s work rules, authority to give them orders related to their responsibilities belongs to the Audit and Supervisory Committee. Personnel issues including transfers, evaluations, and disciplinary action are taken after consultations with the Audit and Supervisory Committee or the full-time Audit and Supervisory Committee member(s) to confirm independence from business execution divisions and to ensure the effectiveness of orders from the Audit and Supervisory Committee.

• Cooperation among Members of the Audit and Supervisory Committee, Accounting Auditors, and the Internal Auditing Department

  The Audit and Supervisory Committee works closely with the auditors and regularly exchanges information and opinions with the Internal Auditing Department and the independent accounting auditors, then receives reports on the results of audits. In addition, the Audit and Supervisory Committee receives reports on compliance and risk management from the Compliance Committee and the related divisions regularly or when needed.