CORPORATE GOVERNANCE

Basic Approach to Corporate Governance

We view the establishment of corporate governance as vital to improving our corporate value, maximizing shareholder profits, and building positive relationships with stakeholders.
Specifically, we view it as vital that the representative director, directors, and executive officers charged with managing company operations make appropriate management decisions based on their respective roles and responsibilities. Through business activities, company management is expected to pursue profits and ensure our financial health. To ensure accountability, management must proactively conduct information disclosure and establish an effective system of internal controls. Furthermore, it is important that audit & supervisory board members maintain their independence and sufficiently execute their role as auditors.

Corporate Governance Structure

Corporate Governance Structure

The Geniee corporate structure includes a Board of Directors and an Audit & Supervisory Board. We work to enhance management supervision by implementing internal audits conducted by internal auditors. Geniee also employees an executive officer system. Executive officers comply with basic policies outlined by the Board of Directors to execute business operations initiated by our President & CEO.

Directors and the Board of Directors
As of the date of submission, the Geniee Board of Directors is comprised of five directors, of which two are outside directors. To ensure efficient and rapid decision-making, Regular Board of Directors meetings are convened once per month and Impromptu Board of Directors meetings are convened as necessary. The Board of Directors operates in accordance with the Geniee Articles of Incorporation and relevant laws, and serves as the management decision-making body and supervisory authority for our company.
Audit & Supervisory Board
As of the date of submission, the Geniee Audit & Supervisory Board is comprised of five Audit & Supervisory Board members, all of who are outside auditors and of whom two are full-time Audit & Supervisory Board members. Audit & Supervisory Board members attend Board of Directors meetings and other important meetings, and provide opinions on business executed by the directors. Audit & Supervisory Board members conduct audits in accordance with audit plans. Regular Audit & Supervisory Board meetings are convened once per month and Impromptu Audit & Supervisory Board meetings are convened as necessary. Audit & Supervisory Board members also convene regular meetings with staff in charge of internal audits and the auditing firm to promote the sharing of information necessary to audits.
Management Council
Geniee has established a Management Council. In principle, the council convenes meetings once per week and includes participation by the directors, full-time Audit & Supervisory Board members, executive officers, the managers of each business division, as well as other persons designated by the CEO as necessary. The Management Council is the decision-making body for assigning operational authority, and is designed to promote the smooth management of company operations. Specifically, meetings include reports and discussion on matters deliberated by the Board of Directors and the status of business execution and results by each business division. Additionally, the Management Council serves as the body for providing guidance and reinforcing important issues and ensuring a common awareness of management issues.
Compliance Committee
Geniee has established a Compliance Committee with the objective of reinforcing compliance among executives and employees. In other words, ensuring conformity to laws and ordinance, the Articles of Incorporation, internal regulations, and societal rules. The Compliance Committee is overseen by the Control Department and, in principle, convenes once every three months. The committee promote initiatives related to compliance, conducts internal training, and investigates compliance violations.

Corporate Governance Report

Geniee submits a Corporate Governance Report to the Tokyo Stock Exchange.

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