Audit by Audit & Supervisory Board Members - Corporate Governance - About Us

Status of Audit by Audit & Supervisory Board Members for Fiscal 2022

1.Organization, personnel and procedures of the audit by Audit & Supervisory Board Members

(1) The Company is a company with an Audit & Supervisory Board, and Audit & Supervisory Board comprises of five Audit & Supervisory Board Members (two Full-time Audit & Supervisory Board Members and three Outside Audit & Supervisory Board Members), which includes one certified public accountant.
(2) The Company has established an Office of Audit & Supervisory Board Members with four full-time staff members independent of the execution of business operations to provide assistance in the execution of the duties of Audit & Supervisory Board Members.

2.Activities of Audit & Supervisory Board and its Members

(1) Frequency of Audit & Supervisory Board meetings and meeting attendance of each Audit & Supervisory Board Member

① Aside from Audit & Supervisory Board meetings, exchanges of views among Audit & Supervisory Board Members are held after the Board meetings.
② Approximately 120 minutes was devoted to Audit & Supervisory Board meetings in an average month, and 21 proposals were placed on the meeting agenda this fiscal year.

(2) Key matters for sharing and consideration in Audit & Supervisory Board meetings

Audit policy, audit plans, and segregation of duties
Interview policy and major activities of Audit & Supervisory Board Members
Audit Reports by Audit & Supervisory Board
Consent for “Election of Audit & Supervisory Board Members” as proposals in General Meetings of Shareholders
Evaluation of Accounting Auditors
Evaluation of the effectiveness of Audit & Supervisory Board
Internal audit plans and results thereof
Prior approval by Audit & Supervisory Board for non-assurance engagements by the audit firm
Status of execution of duties by Audit & Supervisory Board Members on a monthly basis

(3) Activities of Audit & Supervisory Board Members

Activities		Relevant Members
Regular meetings with Representative Directors	Held twice a year	Full-time/Outside
Regular meetings with chairperson of the Board	Held once a year	Full-time
Interview with Directors	Held once a year	Full-time
Attendance in important meetings	Attendance in meetings such as those of the Board, Management Executive Meeting	Full-time / Outside
Attendance in important meetings	Corporate Ethics Committee and EHS Management Committee	Full-time
Attendance at important meetings of the domestic Group companies, etc.	Acting as Part-time Audit & Supervisory Board Members of the principal domestic Group companies, attendance in meetings of bodies such as the Board and Management Executive Meeting of such companies and perusal of important documents	Full-time
Perusal of important documents	Perusal of documentation that includes approval documents, materials and minutes of important meetings	Full-time
Interview by Audit & Supervisory Board Members	Heads of Unit, Heads of Division, Vice Presidents (department), Vice Presidents (research laboratories), Presidents and Directors in charge of internal control of domestic Group companies, Presidents and Heads of Internal Audit Department of overseas Group companies, etc.	Full-time / Outside
Advice and requests at the Board meetings		Full-time / Outside
Membership of voluntary advisory committees	Confirmation of activity status as observer of Nomination Committee and Compensation Committee	Outside
Cooperation with Outside Directors	Holding of meetings to exchange views	Outside
	holding of individual interviews	Full-time
	holding of audit status report meetings by Audit & Supervisory Board Members of domestic Group companies	Full-time/Outside
Meetings with Audit & Supervisory Board Members of domestic Group companies	Held three times a year	Full-time
Cooperation with the Internal Audit Department	Reporting internal audit plans, results thereof and engaging in exchanges of views, confirming audit points before internal audits, information-sharing and exchanges of views at monthly meetings	Full-time
Cooperation with the Internal Audit Department	attendance of Internal Audit Department at meetings between Audit & Supervisory Board Members and Accounting Auditors	Full-time / Outside
Cooperation with the Accounting Auditors	Receiving briefings and reports from the Accounting Auditor on matters that include the audit plan, audit/quarterly review results, results of internal control audit (J-SOX), and engaging in information-sharing and exchanges of views on recent topics on a monthly basis	Full-time / Outside
Cooperation with the Accounting Auditors	consultation about Key Audit Matters (KAM)	Full-time / Outside

Audit & Supervisory Board Evaluation for Fiscal 2022

Audit & Supervisory Board conducted Audit & Supervisory Board evaluation for fiscal 2022 to heighten its effectiveness of Audit & Supervisory Board.

Implementation method of the Audit & Supervisory Board evaluation

Audit & Supervisory Board established a wide range of evaluation items associated with Audit & Supervisory Board effectiveness. Each Audit & Supervisory Board Member conducted a self-evaluation of Audit & Supervisory Board then discussed those matters.

Results of the evaluation of the Audit and Supervisory Board

It was confirmed that the activities of Audit & Supervisory Board were conducted appropriately overall and that its effectiveness was ensured.
As business expands globally, it is becoming more important to audit the operation status of the management structure and the implementation status of risk management and BCP. The Audit & Supervisory Board will draw on these results in terms of applying them to initiatives to be carried out for subsequent fiscal years.