1. Board of Directors
Establishment of Board of Directors
The board of directors shall consist of 3 persons or more, and 1/4 or more of the board of directors shall be outside directors who are qualified, having fulfilled the requirements stated in Clause 2 and Sub-provision 15 of the Corporations Act (requirements specified the Commercial Act of Korea). The office term of each director is 1 year or less after the appointment, up to the end of the ordinary general shareholders' meeting of the fiscal year.
Roles of Board of Directors
(1) The Company seriously demands the representative director and all directors and employees to pursue the Company's vision and management philosophy in compliance with the regulations and ethical behaviors.
(2) The Company clearly divides the roles and responsibilities among the directors by the resolutions of the board of directors.
(3) The Company is equipped with an IT system for accurate and prompt decision-making.
(4) In principle, the Company holds regular meetings for the board of directors once a month and ad-hoc meetings if necessary. It solves issues arising in each area with proper timing and instructs directors to understand the know-how acquired in the process. By doing so, the Company improves the efficiency of work performance of the division of which each director is in charge as well as of the entire company.
(5) Following the resolutions of the board of directors, the Company designates the directors in charge and establishes the Compliance Department as the supervising department to identify factors to improve and issues related to compliance. Following the resolutions of the board of directors, the Company establishes the Audit Department and, when internal audit is necessary, conducts audits on the work executed by the directors and employees in conjunction with outside experts to prevent violations of the regulations and the articles of incorporation. The in-house audit department shall report the audit results and other things requested by the auditor to the board of directors every 6 months through the representative director.
(6) The Company has set a system which allows the in-house Audit Department and the auditor to directly report such things as violations of the directors and the employees against the regulations and the articles of incorporation or other significant compliance issues when they are found.
Resolutions Which the Board of Directors is Entitled to Make
II. Items to report
Members of Board of Directors
Representative Director Maruyama Noriaki
Director Kitao Yoshidaka
Director Yokoyama Shinjinobuharu
Director Naomi Tomoyuki
Director Inoue Akihiro
Director Nagayamada Akira
Director Rokgawa Hiroaki
Director Anada Dakashi
Director Seo, Bong-Gyu
Director Lim, Jun-Sik
2. Committee of Auditors
Establishment of Audit Board
The Company organizes the audit board so that it is entirely composed of auditors. The Company does not have an audit committee as it is not eligible for it.
Currently, the audit board of the Company consists of 3 outside auditors. Its major task is to audit the Company's accounting and other affairs.
Rights of Auditors
(1) Auditors shall conduct audits on the Company's affairs, including accounting, and then prepare the audit report in compliance with the instruction from the Ministry of Justice of Japan.
(2) Auditors can request for the directors' participation in accounting and business reports from employees, or they can investigate the status of affairs and wealth of the Company.
If necessary for performing his or her task, the auditors can request the business reports of subsidiaries. They can also wage the right to investigate the status of affairs and wealth of the subsidiaries.
(3) Upon requests from the auditors, the Company can assign an employee with enough knowledge to support the auditors as an assistant for the auditing work for a fixed period in discussion with the auditor. This assistant is independent of the chain of order and command of the representative director. The Company respects the auditors' opinions regarding the movement of the employee and the assessment of him or her.
(4) When a certain director has committed a violation or is at risk of committing violations against the regulations or the articles of incorporation, and when there is a risk that the violations could bring significant damage to the Company, the auditors can request the director in question to stop such activity.
Duties of Auditors
(1) Auditors shall state their opinions in the board of directors if necessary.
(2) Auditors shall review the agenda and related documents which directors will submit to the general meeting of shareholders. When there is any violation against the regulations and the articles of incorporation or when there are any notably unfair matters, they shall report the results of investigation to the general meeting of shareholders.
(3) When the board of directors has committed an unjustifiable act or is at risk of committing one, and such an act violates the regulations and the articles of incorporation or there are any notably unfair matters, the auditors shall promptly report them to the board of directors.
(1) If the directors realize that any of the following has happened, then they shall accurately report them to the auditors in the board of directors in a timely manner
Settlement of Effective Audit System
(1) The Company is working to share information on management duties and issues through the representative director and the auditors. Whenever necessary, the Company shares this information with the auditors, in-house Audit Department, and accounting auditors.
(2) The Company promptly calls for a meeting upon the request by the auditors in regards to the previous sub-provision.
Members of Controlling Board of Directors
Outside Auditor Morokuma Kezo
Outside Auditor Fujinami Mitsuo
Outside Auditor Nagamichi Dakeshi
3. Other Compliance-related Regulations
As the need for improving the compliance mindset and the system to comply with the regulations is growing due to the expansion of its nation-wide branch network, the entire Company maintains an intense internal control system. This work includes strengthening the training support system for each branch, setting up the system for branch visits and branch-level counseling, and conducting consistent branch audits by the in-house Audit Department. As a company listed in the Korea Stock Exchange, the Company is executing this management control system as follows.
Management of Loss Risk
(1) The Company designates a manager and a director in charge of risk management in accordance with the regulations on risk management to identify risks that could deter the execution of business and achievement of management philosophy and vision of the Company, assess them in a proper manner, and keep them under management. It also assigns the managers in charge of HR, PR/IR, risk management and compliance to support this work.
(2) The Company is re-organizing the system of setting up an emergency headquarters with the director in charge of risk management as the head. It also properly and promptly shares information on such risks with the director in charge of risk management and other necessary directors and employees. This work is done in preparation for when the risks identified in the previous sub-provision rise to the surface.
Settlement of Work Properness
(1) The Company assigns the director and Department of Compliance to set up the Committee of Compliance to identify compliance-related duties and issues and establish the properness of work. The Committee of Compliance will promptly convene to handle emergency cases.
(2) The directors shall report to the auditors of the Company when they find material violations against the regulations and the articles of incorporation, as well as other important facts related with compliance.
(3) The Company is against any anti-social forces that threaten the order and safety of citizen life. It mainly conducts proper investigations through the Department of Compliance and takes firm measures against anti-social forces by working together with police and other related institutions.
updated 31st August, 2012
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