Corporate Governance System

In accordance with the provisions of Article 362 of the Companies Act and of Article 100 of the Ordinance for the Enforcement of the Companies Act, Nitto has established basic policies on internal controls and executes its operations based on the following corporate governance system.

Board of Directors
The Board of Directors is chaired by the President and makes decisions on basic management policies. The Board also oversees business execution by Representative Director(s), Vice Presidents, and others and the operation status of internal controls. To ensure the soundness and transparency of management, Directors serve one-year terms and multiple Outside Directors are appointed.

Management, Nomination and Remuneration Advisory Committee
The Management, Nomination and Remuneration Advisory Committee was formed as an advisory body for the Representative Director(s). It consists of Outside Directors, Outside Corporate Auditors, and Representative Director(s) and is chaired by the President. The Committee offers advice on important management issues, the appointment of officers, and compensation for officers, from the perspectives of shareholders and other various stakeholders.

Corporate Strategy Meeting
The Corporate Strategy Meeting is chaired by the President and consists of Directors (excluding Outside Directors) and Vice Presidents. It makes decisions on important management matters. In addition, the Meeting receives reports on issues such as business risks, compliance, and operational risks from business execution divisions, special function departments, and regional headquarters to provide mutual oversight over the business execution of the Vice Presidents in charge.

Representative Director(s) and Vice Presidents
The Representative Director(s) and Vice Presidents execute business operations in accordance with the basic policies determined by the Board of Directors. With respect to important matters of each business execution department, decisions are made at a meeting organized by the relevant department and chaired by the head of the said department.

Audit & Supervisory Board Members
Nitto has adopted the Audit & Supervisory Board Member system. Audit & Supervisory Board Members attend Board of Directors meetings to monitor business execution by Directors. Their tasks also include attending other important meetings, inquiring about the activities of Directors and employees; viewing approval papers and other important documents; inspecting the head office, technology/business divisions, plants, and Group companies in Japan and overseas; and receiving audit reports from and exchanging opinions with accounting auditors.

Internal audit department
The internal audit department audits whether management activities are conducted accurately, legitimately, and reasonably by all companies within the Nitto Group, in order to contribute to improving business operations and performance from a position independent from business execution. In addition, the department conducts audits on quality, environment, and safety (QES) to provide assurance to employees, customers, and society. The department also receives external evaluations on a periodic basis.