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Corporate Governance

The Nippon Kayaku Group Corporate Governance and Internal Control System

Fundamental Approach to Corporate Governance

To gain the trust of society, the Nippon Kayaku Group recognizes the vital importance of preserving business transparency through greater checks and balances and of timely, impartial information disclosure to investors and shareholders. To that end, we have put in place an autonomous corporate governance system.

Corporate Governance System

Through decision-making by the council system of our Board of Directors and the corporate auditor system, the Nippon Kayaku Group believes that its system of corporate governance effectively supports management functions.

We have introduced the executive director system, which clearly separates management's decision-making and supervisory functions from business execution functions enabling each of these functions to be reinforced, whereby ensuring that appropriate decision making and punctual business execution take place. In addition, we have also elected independent Outside Directors in order to enhance the supervisory functions over those executing daily operations. Audit & Supervisory Board Members attend various important internal meetings including meetings of the Board of Directors, as well as communicate with the Internal Audit Department in monitoring and supervising the execution of duties of the Directors from an independent perspective.

Summary of Internal Control Systems

Internal Control Systems (Schema)

Internal Control System and Corporate Auditor Audits

The Internal Audit Department has been established separate from the Audit & Supervisory Board and is directly managed by the president in order to perform internal audit that help prevent improprieties and errors before they happen, improve business operations, and protect company assets. This department performs business audit on all Nippon Kayaku Group companies in accordance with the fiscal year plan.

Audit & Supervisory Board Members attend board of director meetings and other important company deliberations and performs business execution audits to oversee and monitor directors' execution of duties from an independent perspective in accordance with the audit policy, audit plan, and assignment of duties decided by the Audit & Supervisory Board.

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