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Corporate Governance System

The Company, in accordance with the provisions of Article 362 of the Companies Act and of Article 100 of the Ordinance for the Enforcement of the Companies Act, has established basic policies on internal controls and executes its operations based on the following corporate governance system.

(Board of) Directors
The Board of Directors makes decisions concerning important management-related matters and oversees the business affairs of Representative Director(s), Vice Presidents, and others. Furthermore, in order to ensure the health and transparency of management, Directors serve one-year terms, with multiple Outside Directors having been appointed.

Representative Director(s), Vice Presidents, and the Corporate Strategy Meeting
The Representative Director(s) and Vice Presidents (including Vice Presidents holding concurrent positions as Directors) undertake business affairs in accordance with the basic policies determined by the Board of Directors. The Group Decision-Making Regulations have been developed for business affairs. As its core, the Corporate Strategy Committee comprising full-time Directors and Vice Presidents has been established as an organization for important decision-making.

Management, Nomination and Remuneration Advisory Committee
The Management, Nomination and Remuneration Advisory Committee was formed as an advisory group for the Representative Director(s), and it consists of outside experts (currently, Outside Directors and Auditors) who offer advice from different perspectives on important management issues, the appointment of officers, and compensation for officers.

(Board of ) Corporate Auditors
The Company has adopted the Corporate Auditor System. Corporate Auditors attend Board of Director meetings to audit the business affairs of Directors. Additionally, their tasks include attending other important meetings, listening to the activity statuses of Directors and employees, viewing approval papers and other important documents, inspecting the main office, technology/business divisions, plants, and Group companies in Japan and overseas, and receiving audit reports from and exchanging opinions with accounting auditors.

Internal Control Committee and Expert Committees
To promote compliance and risk management across the Group, expert committees comprising officers and employees of related departments have been established. In addition, the Internal Control Committee, which comprises full-time Directors and is chaired by the President (who is also a Board Member) reviews the Basic Policies Related to Internal Controls and confirms the operation status of internal controls through reports from each expert committee, among others.

Internal Audits
Upon establishing a department dedicated to internal audits, audits are performed to ensure that management activities are being performed accurately, legitimately, and reasonably by all companies within the Nitto Group, in an effort to contribute to improvements in business operations and performance.

governance system

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