Corporate Governance Structure

Overviaew and Logic Behind Kanamoto Corporate Governance

Corporate governance is the fundamental platform for companies to enhance their social value. Kanamoto and the Kanamoto Group have adopted the various corporate governance systems used today for the purpose of establishing the best and most advanced corporate governance considering the conditions and scale of the organization.
We have adopted an outside director system to ensure more efficient and sound management as well as transparency about our decision making. The executive officer system put in place at Kanamoto also better clarifies supervision and accountability functions.
A one-year term for director appointments establishes a flexible management system while a board of corporate auditors has been put in place to execute managerial audits. As of submission of our securities report, three of the five corporate auditors at Kanamoto are outside auditors and independent officers. The selection of highly independent outside auditors strengthens management supervisory functions and allows us to effectively use functions of auditors, ensuring uncompromising corporate governance.
The Board of Directors is also comprised of eight members who are well versed in Kanamoto Group businesses, and of five highly independent outside directors who bring unique management experience and expertise from other industries, to facilitate rapid and accurate management decision-making.

a. Board of Directors

The Board of Directors is composed of 13 directors, five of whom are outside directors as of the submission of the securities report, for broader perspectives in decision-making and oversight of business execution. As the highest decision-making authority on the execution and supervision of management strategies and business plans, the Board of Directors strives to respond quickly to continually evolving business conditions according to rules governing the Board of Directors by not only holding regular Board of Directors meetings but also extraordinary Board of Directors meetings when necessary.
Members of the Board of Corporate Auditors as well as executive officers (ten members excluding individuals serving concurrently as director) attend these Board of Directors meetings.
Chairman of the Board: Representative Director Kanchu Kanamoto
Board members:
President and CEO Tetsuo Kanamoto, Director Tatsuo Kanamoto, Director Kazunori Hashiguchi,Director Akira Sannomiya, Director Jun Watanabe, Director Shun Hirose, Director Hideaki Yamashita, Outside Director Susumu Naito, Outside Director Eiji Arita, Outside Director Motoki Yonekawa, Outside Director Ayako Tabata, and Outside Director Tetsuya Okawa

b. Board of Corporate Auditors

Kanamoto is a company with a Board of Corporate Auditors. This Board of Corporate Auditors consists of five corporate auditors, three of whom are outside corporate auditors. All members of the Board of Corporate Auditors regularly attend Board of Directors meetings to oversee the business execution of directors and fulfill supervisory functions while creating an environment where management appropriately exchanges information and shares opinions on a daily basis.
Charmain: Standing Corporate Auditor Eichu Kanamoto
Board members:
Standing Corporate Auditor Naoyuki Yokota, Outside Corporate Auditor Noriaki Ikushima, Outside Corporate Auditor Yasushi Ishiwaka, and Outside Corporate Auditor Iwao Takeuchi

c. Corporate Officer System

Kanamoto introduced the corporate officer system in 2001 to build a framework that clarifies responsibilities for business execution, enhances dissemination of management policies and other top-down directives, and raises employee awareness about corporate policy. These corporate officers formulate meticulous management strategies to quickly adapt to changes in the market environment as well as ensure comprehensive management of each business division and affiliate company. As of the submission of our security report, Kanamoto has 17 corporate officers, seven of whom serve concurrently as director.

d. Sustainability Committee

The Sustainability Committee chaired by the president was established for the purpose of building a foundation for sustainable growth, which is part of our Group Vision, and contributing to the development of a sustainable society as a member and good corporate citizen of society.

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