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Corporate Governance

Concept of Corporate Governance

Our policy on corporate governance is to promote business activities for the main purposes of improving effectiveness and transparency of the management, conducting business strictly in compliance with the ethical standards, and raising the corporate value for the shareholders continuously.

Mechanism of Board of Directors and Executive Officer Duty Executions

Our Board of Directors comprises 13 members, and none of them are outside directors. The directors will meet once a month to discuss and make swift decisions on major management issues. Towa has introduced the executive officer system, in which executive officers assume operating responsibility, while board members can concentrate on decision making and supervising the management. In this governance structure, the responsibility of each board member is clearly defined.

Board of Company Auditors

On the basis of the regulation of the Company Act, Towa appointed 2 outside auditors among 4, who form the Board of Company Auditors as a company with auditors. According to the audit plan formulated by the Board of Company Auditors, they work to provide an effective audit by attending important meetings, including those of Board of Directors; receiving reports from directors, executive officers, employees, and accounting auditors; and visiting major offices for audits.

Internal Control and Audits

Our Internal Audit Office, which consists of 3 members, provides advice and recommendations on legality and efficiency of our performance after careful examination to promote our internal control system and to achieve management goals. Towa has established a Board of Company Auditors comprising 4 auditors (2 of them are outside auditors) as a company with auditors, directors, executive officers, and employees are required to cooperate with the audits conducted by the Board of Company Auditors and auditors. Additionally, the Representative Director meets with the Board of Company Auditors and company auditors to discuss management policies, issues that the company needs to address, risks posed to the company, readiness of the auditing environment for auditors, and other important auditing issues. Our auditors closely cooperate with other internal and accounting auditors making an effort to achieve accurate and efficient auditing activities.

Risk Management Structure

All our business units, directors, and employees are required to comply with the Code of Risk Management to achieve thorough risk management throughout the company. Swift and appropriate actions are essential to address the risks posed to the company for the existence and growth of Towa group; therefore, our basic principle is to obviate the risks or to minimize the loss of profit of our stakeholders and impact on our management when a risk arises. In Towa group's framework of risk management, the Risk Management Committee is established under the leadership of the President as the chief executive.
Organization Chart of Corporate Governance

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