Corporate Governance Structure

Overview and logic behind Kanamoto corporate governance

Corporate governance is the fundamental platform for companies to enhance their social value. Kanamoto and the Kanamoto Group have adopted the various corporate governance systems used today for the purpose of establishing the best and most advanced corporate governance considering the conditions and scale of the organization. We have adopted an outside director system to ensure more efficient and sound management as well as transparency about our decision making. The corporate officer system put in place at Kanamoto also better clarifies supervision and accountability functions. A one-year term for director appointments establishes a flexible management system while the Board of Corporate Auditors has been put in place to execute managerial audits. Currently, three of the six corporate auditors at Kanamoto are outside auditors and independent officers. The selection of highly independent outside auditors strengthens management supervisory functions and allows us to effectively use functions of auditors, ensuring uncompromising corporate governance. The Board of Directors is composed of seven members who are well versed in Kanamoto Group businesses, and of six highly independent outside directors who bring unique management experience and expertise from other industries, to facilitate rapid and accurate management decision-making.

Board of Directors

Currently, the Board of Directors is composed of 13 directors, six of whom are outside directors, for broader perspectives in decision-making and oversight of business execution. As the highest decision-making authority on the execution and supervision of management strategies and business plans, the Board of Directors strives to respond quickly to continually evolving business conditions according to rules governing the Board of Directors by not only holding regular Board of Directors meetings but also extraordinary Board of Directors meetings when necessary. Members of the Board of Corporate Auditors as well as corporate officers (ten members excluding individuals serving concurrently as director) attend these Board of Directors meetings.

Chairman of the Board

Representative Director Kanchu Kanamoto

Board members

President and CEO Tetsuo Kanamoto, Director Tatsuo Kanamoto, Director Akira Sannomiya, Director Jun Watanabe, Director Shun Hirose, Director Hideaki Yamashita, Outside Director Eiji Arita, Outside Director Motoki Yonekawa, Outside Director Ayako Tabata, Outside Director Tetsuya Okawa, Outside Director Naomi Shibuya, Outside Director Megumi Kawabata

Board of Corporate Auditors

Kanamoto is a company with a Board of Corporate Auditors. Currently, the Board of Corporate Auditors consists of six corporate auditors, three of whom are outside corporate auditors. All members of the Board of Corporate Auditors regularly attend Board of Directors meetings to oversee the business execution of directors and fulfill supervisory functions while creating an environment where management appropriately exchanges information and shares opinions on a daily basis.

Chairman

Standing Corporate Auditor Eichu Kanamoto

Board members

Standing Corporate Auditor Naoyuki Yokota, Standing Corporate Auditor Kazunori Hashiguchi, Outside Corporate Auditor Noriaki Ikushima, Outside Corporate Auditor Yasushi Ishiwaka, Outside Corporate Auditor Iwao Takeuchi

Nomination and Compensation Committee

To strengthen the fairness, transparency, and objectivity of procedures related to the nomination and remuneration of directors and corporate officers, and to enhance corporate governance, the Company has established the Nomination and Compensation Committee as an advisory body to the Board of Directors. The committee consists of three members, including two outside directors. By ensuring the active involvement of outside directors in matters concerning nominations and remuneration, which fall within the Board of Directors' supervisory authority, we strengthen management oversight.

Chairman

Independent Outside Director Tetsuya Okawa

Board members

Independent Outside Director Eiji Arita, President and CEO Tetsuo Kanamoto

Corporate Officer System

Kanamoto introduced the corporate officer system in 2001 to build a framework that clarifies responsibilities for business execution, enhances dissemination of management policies and other top-down directives, and raises employee awareness about corporate policies. These corporate officers formulate meticulous management strategies to quickly adapt to changes in the market environment as well as ensure comprehensive management of each business division and affiliate company. Currently, Kanamoto has 16 corporate officers, six of whom serve concurrently as director.

Establishment of Various Committees

Kanamoto has created a system to deal with various management issues by establishing various committees, including the Sustainability Committee, Internal Control Committee, and Compliance Committee.
The Sustainability Committee, chaired by the president, was established for the purpose of building a foundation for sustainable growth, which is part of our Group Vision, and contributing to the development of a sustainable society as a member and good corporate citizen of society. We oversee the activities of the committee by having it report the details of its resolutions to the Board of Directors.
The Internal Control Committee, chaired by the General Manager of the Administration Division, monitors, verifies, evaluates, improves, and rectifies the status of development and operation of internal controls related to financial reporting at Kanamoto and its affiliates, based on the Basic Policy for Constructing an Internal Control System.
The Compliance Committee, chaired by the president, monitors, instructs, and advises the entire company to ensure that the compliance system is properly implemented by collecting important information on legal violations and misconduct as needed, and communicating this to the management team.

Skill Matrix

Note: Not intended as an exhaustive representation of each individual's knowledge and experience.