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

The Board of Directors is composed of 8 Directors (including four External Directors), and more than one-third of the Directors are independent External Directors. An independent External Director serves as the Chairperson of the Board of Directors to enhance the supervisory function.

The Board of Directors makes decisions on basic management policies, matters stipulated by laws and regulations, and other important matters related to management. The Board of Directors holds regular meetings monthly, as well as extraordinary meetings and meetings for exchange of opinions by the members of the Board of Directors when necessary.

2. Audit and Supervisory Committee

The Audit and Supervisory Committee of the Company is composed of three Directors (including two External Directors) and has one full-time Audit and Supervisory Committee Member. The Audit and Supervisory Committee meets once a month in principle, and holds extraordinary meetings when necessary, for the purpose of conducting fair and objective audits.

Audit and Supervisory Committee Members attend meetings of the Board of Directors and other important meetings to express their opinions, as necessary, on the status of business execution by Directors (excluding Directors who are Audit and Supervisory Committee Members) and important decision-making. In addition, they conduct rigorous audits through hearings and reports from Directors (excluding Directors who are Audit and Supervisory Committee Members), Executive Officers, and others.

In addition, to conduct audits utilizing the Company’s internal control system, the Audit and Supervisory Committee works closely with the internal audit division, and regularly receives reports on the status and results of internal audits and requests reports from the business execution divisions as necessary. In order to assist the Audit and Supervisory Committee in the smooth execution of its duties, the Company has established the Auditing Office and assigned specialized staff to assist the Committee in its duties.

3. Executive Board

As a decision-making body for business execution, the Executive Board, composed of all Executive Officers, meets once a month to deliberate and make decisions on business execution, including matters delegated by the Board of Directors, to the extent legally allowed.

4. Nomination & Remuneration Committee

The Nomination & Remuneration Committee has been established as an advisory body to the Board of Directors to clarify basic policies and standards and enhance fairness and transparency of the decision-making process when nominating, dismissing, and when determining remuneration for Directors and Executive Officers.

The Committee is composed of members nominated by the Board of Directors. A majority of such members are selected among independent External Directors to ensure the independence of the Committee. The authority of the Committee includes the nomination and dismissal of Directors and Executive Officers in consultation with the Board of Directors; the remuneration proposal for Directors (excluding Directors who are Audit and Supervisory Committee Members) and Executive Officers; the commission and remuneration proposal for the Honorary Chairman, Advisors and Counselors; and other related basic policies and regulations. The Committee deliberates on the above matters and reports to the Board of Directors.

5. Internal Audits

Internal audits are conducted by the Corporate Audit Office, an organization under the direct control of the President and Chief Executive Officer, in accordance with the annual internal audit plan approved by the Board of Directors. In conducting audits, the Office cooperates with the Audit and Supervisory Committee, including the exchange of audit information. The Office regularly reports the status of activities, including audit reports, to the President, the Board of Directors, and the Audit and Supervisory Committee.

6. Risk Management Committee

The Risk Management Committee, consisting of Executive Officers, the chief of the Corporate Strategy Planning Office, persons in charge of major affiliates, and the General Manager of the Corporate Audit Office, works to prevent the occurrence of risks and minimize damage by establishing a risk management system.

7. Remuneration of Board Members, etc.

The total amount of the remuneration of Directors is approved by the General Meeting of Shareholders. The Board of Directors decides the specific amount of remuneration for each Director (excluding Directors who are Audit and Supervisory Committee Members) upon the examination of appropriateness at the Nomination & Remuneration Committee. The Audit and Supervisory Committee decides the specific amount of remuneration for each Director who is an Audit and Supervisory Committee Member.