Corporate Governance System

Basic Approach to Corporate Governance

MTBJ establishes the corporate governance system that centers around the Board of Directors and the Board of Statutory Auditors. Furthermore, with a majority of the Board of Statutory Auditors being external Corporate Auditors, we have external viewpoints that strengthen corporate governance.

Decision-Making Process and Functions of the Board of Directors

The Board of Directors, which comprises all Directors, decides on MTBJ’s business execution and oversees the execution of duties by Directors. In addition, we have the Management Conference as an organ for discussing and deciding on the policy and other matters concerning overall business management based on the basic policy set by the Board of Directors. The Management Conference comprises the Directors with special titles and all Executive Officers. Managing Directors, Corporate Auditors, and others may attend meetings of the Management Conference and express their opinions.

Functions of the Board of Statutory Auditors/Corporate Auditors

The Board of Statutory Auditors, which comprises all Corporate Auditors, decides on the audit policy and audit plans, monitors and validates whether an accounting auditor maintains independence, and appropriately conducts audits. Corporate Auditors attend meetings of the Board of Directors and other organs and state their opinions where necessary. In addition, they audit the process of corporate decision-making and the state of execution of duties by Directors through the validation of reports received from the accounting auditor and others, as well as the examination of operations and the assets of the Company.

About Internal Audits

We have the Internal Audit Division as an organization that is independent of the audited divisions. The Division validates and evaluates the appropriateness and effectiveness of risk management, internal controls, and governance processes of audited divisions and provides recommendations for improvement of issues. The results of audits are reported to each Director and Corporate Auditor and regularly reported to the Management Conference and the Board of Directors.

Governance Structure