Corporate Governance Activities of the Audit & Supervisory Board

Corporate Governance Activities of the Audit & Supervisory Board

Audit & Supervisory Board (A&SB) Members and A&SB
(FY2024 Activities)

Audit & Supervisory Board (A&SB) Members and A&SB
(FY2024 Activities)

Based on audit policies and plans the A&SB developed, the A&SB has received reports from management (seventeen (17) reports in fiscal 2024) to confirm the status of execution of duties. The A&SB has also received reports on the results of audits conducted by Senior A&SB Members of the Company and other activities, and shared the results of on-site inspections, compliance issues, and the status of sustainability efforts. The A&SB inspected the records of approval of important decisions, checked the contents of reports made to the Audit Report System and responses to the reports, and confirmed the contents of non-assurance services of accounting auditors. At the end of each quarter and fiscal year, the A&SB checks the Company’s financial results and report documentations on the reviews and the audits conducted by accounting auditors, and compiles an Audit Report as the A&SB, evaluates the accounting auditors, determines re-election or non-reelection of each of the accounting auditors, and confirms compliance with law and regulations regarding the agendas of the General Meeting of Shareholders.

The A&SB held total of the thirteen (13) A&SB meetings for the fiscal year ended March 31, 2024, and each meeting took three (3) hours and sixteen (16) minutes. The attendance rate was 100% (Senior A&SB Members: 100%, Outside A&SB Members: 100%).

The attendance rate of each A&SB Members at the A&SB meetings is as follows.

Classification

Name

Number of meetings held during the term

Number of attendance

Attendance Rate

Remarks

Senior A&SB
Member

Toshihide Tominaga

3

3

100%

Retired in June 26,
2023

Senior A&SB
Member

Eiji Fujii

13

13

100%

Retired in June 24,
2024

Senior A&SB
Member

Hidetoshi Baba

10

10

100%

Elected in June 26,
2023

A&SB Member
(Outside)

Akihiro Eto

13

13

100%

-

A&SB Member
(Outside)

Akihiko Nakamura

13

13

100%

-

A&SB Member
(Outside)

Setsuko Yufu

13

13

100%

-

Table showing the attendance status of A&SB Members. Columns include classification, name, number of meetings held during the term, number of attendance, attendance rate, and remarks. Each row lists a board member along with their attendance details and any relevant notes.

Evaluation of the Audit & Supervisory Board (A&SB) Effectiveness

Duties of the Company’s Audit & Supervisory Board Members (A&SB Members) included attendance at Board of Directors Meetings, monitoring the status of supervising execution of Director duties, and stating opinions when recognized as necessary. In addition, the decision-making process for important Group matters and the conditions of discussion at important meetings were checked, and the status of execution of duties by the President and Chief Executive Officer, Presidents of the operating companies, and functional top management was monitored. A&SB Members participated in the quarterly ERM Committee meeting, and attended as observers at the quarterly Internal Audit Committee meeting which is the controlling institution for internal audit functions. The results of audits and other information were reported to the A&SB by the internal auditing group, and the A&SB Members, internal auditing group, and Accounting Auditors all met together to exchange information on matters such as risk assessments and plans for visits at the start of the year, as well as changes in the audit contents, identified items, and risk assessments, and engaged in other audit and supervisory activities intended to strengthen Group governance. At the A&SB meetings, based on the system of independent action, A&SB Members who have different expertise and knowledge openly discuss the contents of the above audit and supervisory activities, and form opinions and other information to be delivered to the Board of Directors and executive divisions. In order to continually improve the effectiveness of audit and supervisory activities, the A&SB conducts an evaluation of A&SB effectiveness at the end of each fiscal year. In addition to a quantitative evaluation of effectiveness based on a total of 40 evaluation items from perspectives such as action based on Corporate Governance Code, the effectiveness evaluation identified specific issues proposed by each A&SB Member, and worked to identify items for improvement. Issues and improvements proposed by A&SB Members are discussed and the action to be taken is decided. The results are applied to the Audit Plan for the following fiscal year. In fiscal 2024, the matters for discussion by the A&SB were submitted in advance to the President and Chief Executive Officer, Presidents of operating companies, and others in order to ensure sufficient Q&A time and expand the discussions. Outside A&SB Members accompany visiting audits by the A&SB Members, supervising the audit execution conditions from a diverse range of perspectives, and in other ways implement improvement measures and work to improve the effectiveness of the A&SB. The A&SB discussed the results of the effectiveness evaluation that was conducted at the end of fiscal 2024 and concluded that "it is functioning effectively." For issues and other matters which were identified at discussions, measures in response will be decided and continual efforts will be made to improve the effectiveness of the A&SB.