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Corporate Governance

(1) Basic thoughts on corporate governance

To fulfill the social responsibilities for all its stakeholders, including shareholders, employees, customers and local communities, the Company is endeavoring to thoroughly realize compliance-based management through its efforts to maximize corporate value and strengthen a management system that is highly transparent and can quickly respond to changes in the management environment.

(2) Implementation of measures on corporate governance

1. Basis of corporate organization

The Company has the Board of Directors as a corporate organization.
The Board of Directors of the Company, comprising five directors, holds a meeting once a month, in principle, to decide management policies and plans, verify the status of execution of duties and discuss and decide matters that are provided for by laws and regulations and other important managerial matters.
We have appointed two full-time corporate auditors and one part-time corporate auditor. One of the full-time corporate auditors and the part-time corporate auditor are outside corporate auditors.
Each corporate auditor attends the meetings of the Board of Directors, auditing the status of deliberation and other matters, and properly giving objective and fair views on management in general or on individual issues.
Corporate auditors decide on the audit policy, receive reports from the auditing company, and are informed of the status of the execution of duties from directors and other personnel. They also attend the Sales Conference and the Management Department Conference, which are principal meetings of the Company other than the Board of Directors, and conduct objective and fair audits and give opinions. Thus, the Company has a structure in which it is possible to supervise the execution of directors' duties.

2. Details of organization of the Company

The structure of execution of duties, management supervision and the Internal Control System of the Company are as follows.

Details of organization of the Company

3. Status of establishment of internal control/risk management structure

NPC has an Internal Control Committee, with the president serving as the head of the Company, as part of our efforts to improve or build an in-house cross-sectional Internal Control System.
We are focusing on the enhancement of IT control, including the establishment of an integrated operational mission-critical system and the rebuilding of a network environment.
The Planning and Information Office, directly under the control of the president, conducts internal audits on the status of the execution of duties at all divisions of the Company, in accordance with the Internal Audit Regulations.
The person in charge of internal control formulates an Internal Audit Implementation Plan, covering all divisions including overseas subsidiaries, and reports that plan to the president. After obtaining the president's approval for the plan, he or she verifies whether the business activities of each division are carried out based on laws, ordinances, regulations, and other codes; gives specific advice on how to improve the business in general and efficiency; and follows up on the status of business improvement.
At the same time, the person in charge of internal auditing gets the necessary advice from each corporate auditor and the accounting auditor by properly coordinating with them, and efficiently implements internal audits.
For risk management, the divisions assess risks in advance during their daily routines and endeavor to prevent such risks from materializing, in accordance with the business procedures.

4. Efforts for the enhancement of compliance

NPC believes the issue of compliance is one of the important social responsibilities of a corporation.
As part of our specific efforts to enhance compliance, we have established the NPC Incorporated Corporate Code of Conduct, and continuously communicate it to directors and employees to drive it home. We are also working on strengthening compliance by ensuring every director and employee knows about various in-house regulations, laws, ordinances and regulations, and by observing such regulations and accomplishing effective control.

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