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Code Number 3355
Information on the website regarding current plans, strategies and beliefs and other statements of Kuriyama Holdings Corporation with the exception of historical facts are based on future management's projections, and these projectons contain risks and uncertain factors. Please note that actual results could differ from these projections because of a number of unknown and uncontrollable factors.
Corporate Policy

Corporate Governance

Summary of Corporate Governance

(Board of Directors) The Board of Directors consists of 6 members; 3 directors (excluding the Audit and Supervisory Committee members) and 3 Audit and Supervisory Committee members. 2 of the 3 Audit and Supervisory Committee members are outside directors. Apart from the ordinary Board of Directors meetings, additional Board of Directors meetings can be held if necessary. At these meetings, the board promptly conducts deliberation of management issues and the execution of directors' duties, while directors who are Audit and Supervisory Committee members attend the meetings and monitor the deliberations and execution of the directors' duties. To clarify the directors' management responsibilities in each fiscal year, a director's (excluding the Audit and Supervisory Committee members) term has been shortened to 1 year, and the term of directors who are Audit and Supervisory Committee members, is 2 years.

(Audit and Supervisory Committee) The Audit and Supervisory Committee consists of 3 Audit and Supervisory Committee members who also serve as members of the Board of Directors. One of the Audit and Supervisory Committee members is an in-house director, and 2 of them are outside directors. The Audit and Supervisory Committee members attend crucial meetings, such as the ordinary Board of Directors meetings, and express their opinions, as well as monitor execution of the directors' duties. In addition, the Audit and Supervisory Committee meetings are held following the schedule planned in advance and are sometimes held when necessary.

(Group Management Meeting) The Group Management Meeting is held at least once a year among the representative director (CEO), directors, and presidents of major operating companies. The purposes of the meeting are to share the group management policy and discuss group-wide management issues. As for management of the major operating companies, we hold monthly operating meetings with the group's directors and general managers of each operating company regarding the implementation and improvement of management efficiency by deliberating management challenges individually.

(Audit Department) The Company has established the Audit Department as an independent organization directly under the representative director (CEO). The Department performs the internal audit of the Company and the affiliated companies systematically and reasonably, based on the related regulations and in cooperation with the Audit and Supervisory Committee and auditors, to contribute to the improvement and restructuring of the management organization.

A summary of the Company's internal control system is as follows: summary of the company's Internal Control System

Reason Kuriyama Has Adopted the Current Corporate Governance System

The Company is structured as a company with an audit and supervisory committee as we believe that this is the most appropriate corporate governance system for proper and prompt decision-making and for an increase of management transparency, in order to continue to respond to the trust of shareholders, business partners, social community, and stakeholders.

Internal Control System

Kuriyama has established "Kuriyama Group Company Code of Conduct" to achieve compliance with laws, regulations, and corporate ethics. Each company and its group company's directors, officers, and employees endeavor to act in conformity to a social norm. In compliance with laws and regulations, the Company has also established the "Compliance Policy", and appointed a chief administrator who takes particular care to ensure compliance on a day-to-day basis through the establishment, maintenance, and implement of compliance practices and to help raise awareness amongst employees. The Company has established a "whistle-blowing-system", to ensure means with which all employees are able to raise alerts directly and anonymously, if he/she wishes, when questions arise regarding compliance. As to important affairs related to laws and tax, the Company consults external specialists such as lawyers or tax accountants as necessary and strives to respond appropriately and adequately upon receiving the necessary advice and guidance.

Risk Management

The Company has established a Group Management Committee, which is chaired by the president, designed to reinforce the risk management system of the Company and the group, and to minimize the related risks. The Committee steadily analyzes the potential risks related to the Company's group and deliberates the risk assessment and response. Kuriyama tries to maintain the soundness and the trust of the Company and the group.

Maintenance of System to Ensure Appropriate Conduct of Business at Group's Subsidiaries

The Company has established the Kuriyama Group Company Code of Conduct and is endeavoring to strengthen compliance in all group subsidiaries. The Company also maintains a system to ensure appropriate conduct of business, to monitor the status of business execution at its subsidiaries, and to issue directions as needed. This system includes the parent company's appointment of subsidiary directors and rules to ensure subsidiaries seek the parent company's prior approval on important matters.

Overview of Liability Limitation Agreement

In accordance with the provisions of Article 427, Paragraph 1 of the Companies Act, the Company has entered into agreements with outside directors to limit their liability as provided for by Article 423, Paragraph 1 of said Law. Under these agreements, the outside directors' maximum liability amount is the minimum liability amount provided for by Article 425, Paragraph 1 of the Companies Act. The liability limitation is recognized only in cases where the outside director has performed, in good faith and without gross negligence, his or her duties which are the cause of the liability.