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. (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. (2) The Company has Office of Audit & Supervisory Board Members with four full-time staff 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. (1) Frequency of Audit & Supervisory Board meetings and meeting attendance of each Audit & Supervisory Board Member
    1. ① Aside from Audit & Supervisory Board meetings, exchanges of views among Audit & Supervisory Board Members are held after the Board meetings,etc.
    2. ② 22 proposals were placed on the meeting agenda this fiscal year, and approximately 120 minutes was devoted to a regular Audit & Supervisory Board meeting on average.
  2. (2) Specific sharing and considerations in Audit & Supervisory Board
    • Audit policy, audit plans, and division of duties
    • Interview policy and major activities of Audit & Supervisory Board Members
    • Audit Reports by Audit & Supervisory Board
    • Consent for the Proposal in General Shareholders Meeting “Election of Audit & Supervisory Board Members”
    • Evaluation of Accounting Auditors
    • Evaluation of the effectiveness of Audit & Supervisory Board
    • Internal audit plans and results
    • Prior concent by Audit & Supervisory Board for non-assurance services by the audit firm
    • Monthly execution status of duties by Audit & Supervisory Board Members
  3. (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
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 of such companies Full-time
Perusal of important documents Perusal of documentation that includes approval documents, materials and minutes of important meetings Full-time
Interviews 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 meetings to exchange views Outside
Holding individual interviews Full-time
Holding 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 and engaging in exchanges of views, confirming audit points before internal audits, information-sharing and exchanges of views at monthly meetings Full-time
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
consultation about Key Audit Matters (KAM) Full-time / Outside

Audit & Supervisory Board Evaluation for Fiscal 2022

Audit & Supervisory Board evaluation for fiscal 2022 was conducted 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, the importance of auditing the operation status of the management structure, the implementation status of risk management and BCP has been increasing. Therefore, the Audit & Supervisory Board will draw on these results in terms of applying them to initiatives to be carried out for subsequent fiscal years.