Corporate Governance

Basic Approach

Toyo Suisan Kaisha, Ltd. recognizes that accurate and rapid decision making will affect the future growth of the company. We also recognize how important strengthening and enhancing corporate governance is to management, and think it important to reinforce compliance and make the responsibilities of directors and the structure of responsibilities for the individual business segments explicit. We will continue to ensure management’s transparency and swift decision making and to strengthen and enhance corporate governance in the future as well.

Corporate Governance Guidelines(Amended on December 10, 2018)

Overview of the Corporate Governance Structure

Board of Directors

The Board of Directors comprises fourteen directors, including four outside directors. The Board of Directors generally convenes once a month, and also as needed. It thoroughly debates issues from the perspective of the group as a whole. The Board of Directors receives reports on the execution of duties, monitors the execution of duties, and decides on matters, including those stipulated in the Companies Act. The term of directors has been set at one year to ensure a management structure that can respond flexibly to changes in the business environment.

Board of Corporate Auditors

The Board of Corporate Auditors consists of four auditors, two of whom are outside auditors. Each corporate auditor attends Board of Directors' meetings and other important meetings and monitors the execution of duties by directors through such means as investigating the status of operations and assets, based on the audit policies, audit plans, and division of duties decided at Board of Corporate Auditors' meetings.

Note: Apart from that, we have set up an internal reporting system "Reporting line," in order to prevent law violation and internal fraud, or to correct them by early detection. We have set up internal help desk("General desk" and "Corporate auditors' desk") and outside help desk by lawyers, which are independent structures from the management.

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