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Corporate Governance System

Our system of corporate governance is structured as follows.

Directors, Board of Directors, and Vice Presidents
The Board of Directors makes decisions concerning important management-related matters and oversees the business affairs of Directors and Vice Presidents. Directors and Vice Presidents undertake business affairs in accordance with the basic policies determined by the Board of Directors. In order to strengthen the health and transparency of management, Directors and Vice Presidents serve one-year terms, with multiple outside directors having been appointed since fiscal 2007.

Management, Nomination and Remuneration Advisory Committee
The Management, Nomination and Remuneration Advisory Committee was formed as an advisory group to the Representative Director(s), and consists of outside directors and auditors who offer advice from a different perspective on important management issues, the appointment and dismissal of Officers and the director compensation system.

Corporate Auditors and Board of Corporate Auditors
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 subsidiaries 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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