Corporate Governance/Internal Control System

Taiyo Holdings's corporate governance system is centered on the Board of Directors and the Audit and Supervisory Committee. The Board of Directors deliberates and passes resolutions concerning all important matters, and supervises the execution of duties by the CEO. The Audit and Supervisory Committee monitors the management activities of directors and the operation of governance from a neutral and fair perspective in order to ensure the sound development of the entire Group based on an appropriate corporate governance system.

We have also adopted a system of executive officers to energize the Board of Directors and speed up the execution progress. Executive officers are granted an extensive scope of decision-making authority for carrying out their duties, and it is believed that this will enable rapid decision-making.

In addition, as an advisory body to the Board of Directors and the Audit and Supervisory Committee, a discretionary Nomination and Compensation Committee was established in order to ensure rationality, objectivity, transparency, and fairness in nominations and compensation through deliberations on the nomination of directors and Senior Corporate Executive Officers, and compensation of Bord Directors, Senior Corporate Executive Officers, and Executive Officers.

The Office of Internal Controls implements audits on all Taiyo Holdings departments and subsidiaries based on the annual audit plan approved by the Board of Directors. The results of audits are reported to the Board of Directors, and opinions are exchanged. In addition, meetings with accounting auditors regarding accounting audits are held, and information is exchanged.