Corporate Governance

Basic Policy

Central Glass strives to improve corporate value and to enhance profitability furthermore, by continuously ensuring transparency and fairness of the management as well as establishing an efficient and rational organization, which is capable of quickly adjusting itself to the changes of business environments.

Basic Corporate Structure

On the foundation of the Board of Directors, and the Board of Corporate Auditors, which are required by the Company Act of Japan, the company has introduced an "executive officer system", which enables us to enhance efficiency and acceleration of the management and to reduce the size of the Board of Directors by separating the executive function from the decision-making and supervision functions concerning important managerial issues.

Management System

As a rule, the Board of Directors meets once a month, or when necessary, to deliberate and resolve legal and important managerial issues in line with the Company regulations covering the Board of Directors, and supervises the execution of business by Executive Officers including the Representative Director, President & CEO.

To enhance the audit and supervision function of the Company, Independent Outside Corporate Auditors and Outside Directors, who have no potential for a conflict of interest with ordinary shareholders, ensure fairness within the Board of Directors and serve the role and function of rejecting arbitrary decisions made by the Board of Directors.

The Management Committee meets once a week, as a rule, in line with the regulations governing its activities to deliberate and resolve important issues affecting the execution of business and to deliberate proposals to be put forward to the Board of Directors.

Pursuant to the Articles of Incorporation, the term of office of any one Director is set at one year or less in order to clarify Director's management responsibility and to build a system to respond rapidly to changes in the business environment.

Auditing System

As a rule, the Board of Corporate Auditors meets once a month, or whenever necessary, to deliberate and resolve important auditing issues. Corporate Auditors also share information and frequently exchange opinion each other.

They also meet periodically with the Representative Director, President & CEO to discuss important matters of auditing, among other issues, and exchange opinions.

The Corporate Auditors attend important meetings such as the Board of Directors, and audit the performance of duties by the Directors and Executive Officers as well as performances of duties at each department and affiliate of the Group.

The Company, in addition to Accounting Auditor, has an Audit Department for the purpose of internal auditing, which conducts audits of the full range of activities of the Company and its affiliates, and reports its findings to the President & CEO and to the Corporate Auditors.

The Corporate Auditors, Accounting Auditor, and Audit Department staffs hold meeting periodically, exchange information and opinions, ensure coordination, and share problems to embrace and rationalize the auditing process.

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