Corporate Governance

(as of July 7, 2017)

Vその他

1.Adoption of Anti-takeover Measures

Adoption of Anti-takeover Measures Not Adopted

Supplementary Explanation

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2.Other Matters Concerning Corporate Governance System

The status of the Company’s current internal system concerning timely disclosures is described below. ■ The Company’s guideline is to disclose information in a timely and appropriate fashion in order to deliver useful information to its investors. Specifically, the Company discloses in a timely fashion information with significant impact on investment decisions in accordance with the Timely Disclosure Rules set forth under the Financial Instruments and Exchange Act and by the Tokyo Stock Exchange, and proactively discloses other information determined to be useful for understanding the Company. ■ In order to obtain understanding regarding the Group’s earnings and future potential, the Company is proactive in disclosing information in a timely and appropriate fashion via direct communications by the President. Specifically, the President serves as a speaker in order to proactively disseminate information at second-quarter and full-year results briefings, domestic and overseas IR road shows, and at the IR conferences that serve as a forum for direct dialogue with individual investors. ■ The primary departments involved in timely disclosure are the Accounting and Finance Division, which engages in duties associated with financial results, budget management, capital management, etc., and the Corporate Planning Division, which engages in duties associated with organizing key meetings, managing rules, equity procedures, drafting corporate plans, managing affiliate companies, IR, etc. The generation and publication of disclosure documentation is subject to internal audits by the Internal Audit Department, which provides regular assessments of their legal compliance and appropriateness. ■ The Accounting and Finance Division is responsible for generating and submitting securities filings and calculation documents set forth by the Companies Act, while the Corporate Planning Division is responsible for generating and submitting disclosure documentation to the Tokyo Stock Exchange.
The aforementioned responsible departments collect drafts that have been drawn up and checked by the relevant teams, organize them into disclosure documentation, and submit them. Once the documentation drafts have been generated and repeatedly checked by the relevant teams, they are submitted to the Board of Directors for approval. After financial result figures have been approved by the Board of Directors, they are immediately disclosed in a timely fashion on the order of the Chief Financial Officer, who is responsible for the handling of information.
■ The Corporate Planning Division conducts the timely disclosure of decisions and incidents in cooperation with the accounting and financial department.
Decisions are those that have been passed or approved by the designated decision-making body or approver in accordance with the approval authorities prescribed by the Delegation of Authority Rules.
The head of the Corporate Planning Division engages in discussions with the Chief Financial Officer, who is responsible for handling information, regarding decisions that have passed through the aforementioned processes to consider whether, based on the Timely Disclosure Rules set forth by the Tokyo Stock Exchange, said decisions need to be subject to timely disclosure and if so, by what means.
If the decisions require timely disclosure, the head of the Corporate Planning Division will order the relevant teams to generate disclosure documentation.
Furthermore, in the event that a significant incident should be identified in at internal department, the head of the department that has identified said incident shall immediately report the same to the President and the head of the Corporate Planning Division. The head of the Corporate Planning Division shall, after engaging in discussion with the President and the Chief Financial Officer, who is responsible for handling information, consider whether, based on the Timely Disclosure Rules set forth by the Tokyo Stock Exchange, said decisions are subject to timely disclosure and if so, by what means.
Going forward, rapid expansion in the scale and scope of the Company’s businesses is likely to result in a greater diversity of decisions and incidents. As such, the Company will work to revisit its decision-making processes and system of checks on an ongoing basis in order to maintain appropriate timely disclosures

Corporate Governance System

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