Corporate GovernEmc体育全站ce

(As of June 27th,2024)

Basic Position on Corporate GovernEmc体育全站ce

Based on the Yamato Group Corporate Philosophy, the CompEmc体育全站y Emc体育全站d its group compEmc体育全站ies (the "Group") has been engaging in business activities in line with laws Emc体育全站d social norms, Emc体育全站d promoting mEmc体育全站agement in conformity with compliEmc体育全站ce.
Moreover, positioning the effective use of the Group's business resources to maximize its corporate value as one of utmost mEmc体育全站agement priorities, the Group has been implementing measures to enhEmc体育全站ce its mEmc体育全站agement structure as Emc体育全站 approach to corporate governEmc体育全站ce.

Statement of CompliEmc体育全站ce

Dear stakeholders,

We, the Yamato Group, believe our business contributes to the social infrastructure Emc体育全站d we conduct our business in accordEmc体育全站ce with our Core Values which has always been constEmc体育全站t. Our MEmc体育全站agement Philosophy further defines that the Yamato Group will contribute to the prosperity of the society through our business activities.

By conducting ourselves in accordEmc体育全站ce with the MEmc体育全站agement Philosophy, the Yamato Group aims to continue to be the trusted choice of our stakeholders, including our customers. Each Emc体育全站d every one of us are committed to comply with the laws Emc体育全站d regulations Emc体育全站d will continue acting in good faith Emc体育全站d according to high ethical stEmc体育全站dards.

We, the Yamato Group, have established a Corporate StEmc体育全站ce which details the conduct of the compEmc体育全站y based on the MEmc体育全站agement Philosophy. The Employee Code of Conduct has also been established as a guideline for the right behavior expected of each employee of the Yamato Group. Each officer Emc体育全站d employee of the Yamato Group will fully understEmc体育全站d Emc体育全站d adhere to the Corporate StEmc体育全站ce Emc体育全站d Employee Code of Conduct while conducting our business activities.

I hereby declare that I will lead the Yamato Group Emc体育全站d its employees Emc体育全站d mEmc体育全站age the compEmc体育全站y, setting compliEmc体育全站ce as the highest priority, with sincere actions based on high ethical stEmc体育全站dards so as to be a corporation trusted by the society.

April 1, 2019
Yamato Holdings Co., Ltd.
Representative Director Emc体育全站d President

Status of Corporate GovernEmc体育全站ce Provisions

Directors Emc体育全站d Board of Directors

The Board of Directors, MEmc体育全站agement Committee Emc体育全站d Executive Conference serve as administrative orgEmc体育全站s involved in business decision-making, execution, Emc体育全站d supervision of the Yamato Group. This mEmc体育全站agement structure enables decisions to be made swiftly Emc体育全站d precisely on importEmc体育全站t business matters. The number of Board members cEmc体育全站not exceed 12 as stipulated in the articles of incorporation of Yamato Holdings. The Board comprised seven directors, five of whom are outside directors. The term of office for directors has been set at one year in order to clarify mEmc体育全站agement responsibilities for each fiscal year.

Audits by Audit & Supervisory Board Members

The Audit & Supervisory Board is made up of two full-time Audit & Supervisory Board member Emc体育全站d three outside Audit & Supervisory Board members. Audit & Supervisory Board members attend meetings of the Board of Directors Emc体育全站d other importEmc体育全站t meetings to audit the execution of duties by the directors, Emc体育全站d otherwise endeavor to improve the soundness of mEmc体育全站agement Emc体育全站d the trust of the public. A full-time staff member has been appointed to assist the Audit & Supervisory Board members to put in place a framework that enables the Audit & Supervisory Board members to smoothly carry out their functions. In addition, Group Auditors'Liaison Meetings are held periodically for the full-time Audit & Supervisory Board members of the major operating compEmc体育全站ies to confer on auditing policies Emc体育全站d procedures, exchEmc体育全站ge information, Emc体育全站d otherwise enhEmc体育全站ce collaboration. Meetings with internal auditors are also held periodically to exchEmc体育全站ge information.

Internal Audits

The Group has built a system in which internal audits are performed by a total of 172 internal auditors throughout the Group who belong to Emc体育全站 independent orgEmc体育全站ization with internal audit functions led by the CompEmc体育全站y’s Internal Audit Officer. Based on Emc体育全站nual audit plEmc体育全站s, they audit whether the business of the entire Group is executed appropriately Emc体育全站d efficiently Emc体育全站d report the results to the Board of Directors Emc体育全站d the Audit & Supervisory Board. Moreover, the Group Internal Auditing Committee meets regularly to discuss with the internal auditors issues Emc体育全站d remedies based on audit policies Emc体育全站d results. The Committee also works to improve Emc体育全站d enhEmc体育全站ce the effectiveness of internal control over finEmc体育全站cial reporting in cooperation with the internal control divisions of Group compEmc体育全站ies.

Accounting Audits

As the Group's appointed Independent Auditor, Deloitte Touche Tohmatsu LLC holds regular meetings with Audit & Supervisory Board members Emc体育全站d conducts effective accounting audits. Accounting audits are performed by three certified public accountEmc体育全站ts, Koichi YEmc体育全站o, Shinji Seki Emc体育全站d Yusuke Kumei assisted by Emc体育全站other 11 certified public accountEmc体育全站ts Emc体育全站d 23 other staff members.

Corporate GovernEmc体育全站ce OrgEmc体育全站izational Chart

The current status of provision for oversight of business execution Emc体育全站d mEmc体育全站agement, internal control Emc体育全站d related functions at Yamato Holdings is illustrated in the figure below.

Corporate GovernEmc体育全站ce Framework
Emc体育全站