Company OverviewCorporate Governance

Basic Policy

The Punch Industry Group makes dedicated efforts to enhance corporate governance practices to comply with laws and sincerely fulfill the corporate social responsibility, to ensure the soundness and transparency of management, to protect the interests of all shareholders, customers and other stakeholders, and to continuously increase the corporate value, under the following concepts:

1.Securing shareholders’ rights and equality
2.Appropriately cooperating with all the stakeholders including shareholders
3.Ensuring transparency by appropriate information disclosure
4.Supervising business execution by the Board of Directors
5.Engaging in constructive dialogue with shareholders

Decision-making Process

1.Board of Directors & Business Execution Structure

Punch Industry is a company with an Audit & Supervisory Board. The Company has strengthened its executive officer system to separate the monitoring/supervision of management by the Board of Directors and executive functions of management and to enable prompt decision-making by management. We abolished titled positions for directors except for the chairman, and have adopted a system of selecting the president and titled executive officers from among the executive officers.

The Board of Directors is composed of six directors (including two external directors). The Executive Board, composed of all executive officers (four executive directors concurrently serving as directors and six executive officers), convenes at least once a month as the decision-making body for business execution. The Board engages in deliberation and makes decisions related to execution of business, including matters legitimately delegated by the Board of Directors.

2.Audit & Supervisory Board and its members

The Audit & Supervisory Board is composed of four members (including two external members). The Audit & Supervisory Board monitors the Company’s governance practices and implementation status, and conducts an audit of daily activities, including the execution of duties by the directors. The external members are attorneys, and are responsible for monitoring management practices from the perspective of compliance.

3.Nomination & Remuneration Advisory Committee

Punch Industry sets the Nomination & Remuneration Advisory Committee, composed of all external officers and directors who oversee management, as an advisory body of the Board of Directors to clarify basic policies and standards and enhance fairness and transparency of the decision-making process when nominating directors and executive officers and determining their remuneration.

4.Risk Management Committee

The Risk Management Committee, consisting of executive officers, general managers, the chief of Corporate Strategy Planning Office, the managing directors of the main group companies, and the chief of the Corporate Audit Office, works to establish, maintain, and improve the Company’s risk management and legal compliance systems.

5.Remuneration of Board Members, etc.

The total amount of the remuneration of directors and Audit & Supervisory Board members is approved by the General Meeting of Shareholders. The Board of Directors decides the specific amount of remuneration for each director upon the examination of appropriateness at the Nomination & Remuneration Advisory Committee, and the Audit & Supervisory Board decides the specific amount of remuneration for each Audit & Supervisory Board member.