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Corporate Governance Structure

1. Outline

Organizational Structure Company with Audit and Supervisory Committee
Executive officer system Yes
Voluntary Nomination and Compensation Committee Yes
Accounting auditor Deloitte Touche Tohmatsu LLC
Director
Total 10 members
  Independent Outside Director 4 members
  Female Director 1 member

*IRISO has the executive officer system with 8 executive officers who are not directors.

Skill Matrix

Name Independence Gender Key Experience, Knowledge, and Abilities Audit and
Supervisory
Committee
Nomination
Committee
Remuneration
Committee
Management
in general
Industry
Experience
International
Experience
Sales /
Marketing
Manufacturing
in general
Legal /
Risk
management
Financial /
Accounting
1 Sadao Sato Male Member
2 Hitoshi Suzuki
(Chairman of
the Board)
Male Member Member
3 Mitsuyoshi
Toyoshima
Male Member
4 Keiji Takeda Male
5 Akihiko Ohira Male
6 Toshihiko
Miyauchi
Male Chairperson
7 Koji Fujita Male Member Chairperson Member
8 Noboru Sato Male Member Member Chairperson
9 Masahisa
Shibata
Male Member Member
10 Akemi Uchida Female Member Member

2. Why IRISO set up the Audit and Supervisory Committee?

To achieve sustainable growth and increase medium-and long-term business value by following IRISO philosophy of “100-year company that creates customer value,” several outside directors were appointed. They have been engaged in improving corporate governance to achieve transparency, fairness, and promptness in decision-making.

To improve the supervisory function of the Board of Directors and accelerate decision-making, IRISO
recently deemed that an Audit and Supervisory Committee would be suitable for its institutional design and thus set up the Audit and Supervisory Committee with the approval of the General Meeting of Shareholders on June 26, 2018.

In addition, the Nominating Committee and Remuneration Committee as voluntary advisory bodies to the Board of Directors was set up when the Board of Directors meeting was held on June 26, 2018.

The Nominating Committee and Remuneration Committee aim at ensuring independent outside directors effectively involve and give advices for decisions made on business matters such as nominations of directors and executive remuneration, increasing the transparency and objectivity of the decision-making process of the Board of Directors, as well as improving corporate governance.

3. Committee Meeting

(1) Board of Directors Meeting

The Board of Directors meeting is held regularly every month. Temporary meetings are held as necessary to make decisions on important matters related to business management and supervise business operations.

Board of Directors
  Percentage of Independent Outside Director 40.0%
  Number of Meetings that were held 13 meetings / year (FY2023)

(2) Audit and Supervisory Committee

The Audit and Supervisory Committee members hold the Audit and Supervisory Committee meetings from time to time, attend the Board of Directors meetings, audit to ensure directors have fulfilled their duties and responsibilities, as well as performing other duties as required by laws.

The Audit and Supervisory Committee Support Office has one staff member whose main duty is to support the operation of the Committee.

The staff of the Audit Committee Support Office follow not the direction and orders of directors who are not members of the Audit and Supervisory Committee but those of the Audit and Supervisory Committee. Staff transfers, evaluations and others shall be agreed by the Audit and Supervisory Committee to ensure its independence from executive officers, as well as that the Committee’s instructions have an effect on the staff of the Audit and Supervisory Committee Support Office.

Audit and Supervisory Committee
  Total 5 members
  Independent Outside Director 4 members
  Number of Meetings that were held 13 meetings / year (FY2023)

(3) Nomination Committee and Remuneration Committee

On June 26, 2018, the Board of Directors resolved to set out the Nomination Committee and the Remuneration Committee as voluntary advisory bodies to the Board of Directors.

Both committees ensure independent outside directors effectively involve and give advices for decisions made on business matters such as nominations of Directors and Executive remuneration, increase the transparency and objectivity of the decision-making process in the Board of Directors, as well as improving corporate governance.

The Nomination Committee and Remuneration Committee are composed of at least three members selected by the resolution of the Board of Directors (more than half of the members are independent outside directors).

Nomination Committee (Voluntary)
  Total 5 members
  Independent Outside Director 3 members
  Number of Meetings that were held 2 meetings / year (FY2023)
  Role and Authority
  • ・Director nomination: selecting candidates for directors, changing the directorship, considering drafts of resolution for removal of directors (including CEO) and others.
  • ・Board Succession Planning: Planning, deliberating and making decisions on succession planning, selection of candidates and confirmation of executive development plans and others.
Remuneration Committee (Voluntary)
  Total 5 members
  Independent Outside Director 3 members
  Number of Meetings that were held 2 meetings / year (FY2023)
  Role and Authority
  • ・Executive Remuneration: setting out, revising, or abolishing the remuneration system for directors and executive officers, and monitoring different types of executive remuneration systems.

Composition of the Nomination Committee and Remuneration Committee(FY2024)

Nomination Committee Remuneration Committee
Koji Fujita Outside Director(Independent)
Noboru Sato Outside Director(Independent)
Masahisa Shibata Outside Director(Independent)
Akemi Uchida Outside Director(Independent)
Sadao Sato Chairman & Director
Hitoshi Suzuki President & Representative Director
Mitsuyoshi Toyoshima Executive Vice President & Director

◎:Chairperson 〇:Member

(4)Executive Officer Meeting

The Operating Officer System has been introduced since May 2001 with the aim of separating management directions from business operations, as well as of improving efficient and sound business practices. As of June 25, 2024, the number of operating officers is eleven in total (four of them are also acting as directors). The Business Strategy Meeting is held regularly every month to create opportunities for operating officers to discuss and consult on business operations, as well as to verify that IRISO is engaged in business practices in line with decisions made by the Board of Directors.