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 believe that the management (the representative director, directors, and executive officers), as stewards of the company, must:
- Exhibit self-discipline.
- Act judiciously when discharging their duties and responsibilities.
- Direct the company’s affairs in a way that ensures the company’s prosperity.
- Ensure sound financial health and promote reliable financial reporting.
- Uphold personal accountability by disclosing their actions transparently and forthrightly.
- Develop robust and effective internal controls.
In June 2018, we became a “company with an audit & supervisory committee” (kansa-tō i’inkai secchi kaisha). The members of our Audit & Supervisory Committee audit and supervise the performance of directors.

Corporate Governance Structure

Corporate Governance Structure

As mentioned above, we are a “company with an audit & supervisory committee.” Under this corporate structure, we have an internal audit officer who conducts internal audits to identify areas where the management could improve. We have also adopted an executive officer system. Under this system, executive officers exercise discretionary power under the command of the representative director and in compliance with basic protocols determined by the Board of Directors.

Board of Directors
As of June 28, 2018, our Board of Directors comprises eight members, three of whom also serve on the Audit & Supervisory Committee. Six of the members are outside directors. To ensure efficient and timely decision-making, the board holds regular monthly meetings and, if necessary, irregular meetings. In accordance with the Articles of Incorporation and relevant legislation, the board serves two key roles: it acts as our decision-making body and oversight body.
Audit & Supervisory Committee
As of June 28, 2018, our Audit & Supervisory Committee comprises three independent outside directors. One of the members is a full-time Audit & Supervisory Committee member. Those members who also serve as directors attend meetings of the Board of Directors and other important internal bodies, during which they express their views about the directors’ performance. They formulate and execute audit plans, and they also hold regular monthly meetings and, if necessary, irregular meetings. The members also liaise regularly with our internal audit officer and our accounting auditor(s) to share audit information as necessary.
Management Council
The Management Council generally meets weekly. The following persons attend these meetings:
• Executive managing directors.
• Directors who serve full-time on the Audit & Supervisory Committee.
• Executive officers.
• Mid-level managers.
• Anyone whose attendance is judged necessary by the representative director.
The council’s role is to make executive decisions within the range of its delegated authority so as to ensure smooth business operations. During meetings, the members discuss the Board of Directors’ agenda items as well as each department’s business reports and earnings results. The council also helps foster a shared awareness of business challenges we face by circulating important notices and directives.
Compliance Committee
The Compliance Committee, which operates under the Control Department, ensures thorough compliance among the management and non-managerial staff. To this end, it checks whether staff are complying with laws, the Articles of Incorporation, internal rules, and socially accepted standards. The committee generally meets once each quarter, and its members expedite compliance-related measures, organize internal training, and investigate any compliance breaches.

Corporate Governance Report

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

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