Corporate Governance

1. Seiren’s Basic Corporate Governance Policy

Seiren’s corporate governance policy is based on its corporate governance philosophy of satisfying the needs of stockholders, customers and local communities, while developing into “an excellent company for the 21st century” where its employees can work with pride. To achieve this policy of corporate governance, our company has established a system centered on its boards of directors and auditors, in which its Japanese labor union and management representatives participate to form a “Management Council” to ensure the transparency and integrity of our company and its group companies as a whole, thereby strengthening our entire corporate governance and compliance practices. Based on our fundamental corporate governance policy, we are aiming to establish our internal governance and internal control systems to comply with the enforcement rules of applicable corporate law.

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2. Seiren’s Corporate Governance System

To ensure its corporate governance based on its corporate governance policy as described above, our company has established a corporate governance system centered on its boards of directors and auditors. Our company’s board of directors comprises 11 members including three (3) from outside the company, serving as a decision making body in which they fully discuss its corporate governance practices. In addition, we have adopted an executive officer system with executive officers assigned as responsible for execution of our corporate business activities, the positions of whom are assumed by the eight (8) directors.

Our company’s board of auditors comprises five (5) members, including three (3) from outside the company, among whom one (1) serves on a full-time basis, fulfilling his duties together with our two (2) internal auditors by participating in meetings of the board of directors and other important meetings, including meetings convened by the Management Council to supervise the company’s management and execution of its business activities. In addition, our company has established an internal auditing division, in cooperation with which the auditors conduct internal audits on its business activities to verify and ensure their compliance with the guidelines specified in the corporate governance policy. Therefore, Seiren has judged its currently established corporate governance system to be optimal for ensuring the integrity and transparency of its corporate management.

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