Corporate governance structure

Basic approach to corporate governance

Ozu Corporation disseminates to all employees the importance of always being mindful to comply with laws and practice the Ozu philosophy, conducting management with a priority on transparency and soundness, delivering to society a sense of safety and security, and engaging sincerely in all activities. Under all circumstances, we emphasize shareholder value, focus on maximizing our management oversight function, and strive for continuous growth and the medium- to long-term enhancement of our corporate value. At all times, we pursue the best and work toward the continuous enhancement of corporate governance.

Outline of current corporate governance structure

At Ozu Corporation, the Board of Directors convenes for meetings about once a month. As the highest decision-making body concerning business execution, the board deliberates on, approves, and decides matters prescribed by our basic management policy, laws, and the Articles of Incorporation as well as important matters concerning management, and monitors and oversees the execution of duties by directors toward fulfilling the responsibilities entrusted in it by shareholders and achieving continuous growth and medium- to long-term enhancement of the value of the Ozu Group.

The Board of Directors consists of seven members of which three are outside directors. The outside directors draw on their wealth of knowledge and experience and take advantage of their specialized and advanced perspective to provide advice about management in general, and serve to enhance our monitoring and oversight functions. Three members are designated as independent officers, having satisfied Ozu Corporation’s “Election and independence criteria for outside officers” and posing no risk of interest in Ozu Corporation or conflict of interest with general shareholders.

At the Board of Directors meeting on July 26, 2017, Ozu Corporation resolved to establish a voluntary Nomination and Remuneration Committee as an advisory panel for the directors. Chaired by an outside director and with a majority of the members being outside officers, the committee is intended to make the best use of the outside officers’ knowledge and advice, and ensure objectivity and transparency in the procedure for nominating and deciding the remuneration of officers. The committee deliberates and provides advice on Ozu Corporation’s officer candidate nomination policy, officer candidate election proposals, basic policy on remuneration, and remuneration criteria for and application to directors.

The Board of Auditors consists of three members of which two are outside auditors. The Board of Auditors convenes for extraordinary meetings, and all auditors attend Board of Directors meetings to audit and oversee the execution of duties by directors, and conduct audits on a broad range of operations.

Other important business execution bodies include officers’ meetings, which are attended by directors and full-time auditors. The members exchange views on important matters, collect information on compliance and risk management, and respond swiftly to changes in the management environment, enabling mobility in the execution of business.

Reasons for selecting current corporate governance structure

Ozu Corporation is a company with a Board of Auditors, where monitoring and oversight of the execution of business is performed jointly by the Board of Directors, consisting of inside directors who are acquainted with business operations and equipped with a wealth of job experience, and three outside directors who are independent from management and have an objective and advanced perspective; and the Board of Auditors, which is independent from the Board of Directors and in which a majority of members are outside auditors. Ozu Corporation has selected the current structure for the purpose of enhancing management fairness, transparency, and objectivity, and believes that corporate governance at Ozu Corporation is functioning appropriately.