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Corporate Governance

(As of April 1st, 2019)

Basic Position on Corporate Governance

Based on its corporate philosophy, the Yamato Group carries out business activities in accordance with the law and social norms and actively promotes compliance management. Striving to maximize corporate value by effectively utilizing the management resources of the Group is one of the top priorities of management, and we work to bolster management systems and implement policies to this end.

Status of Corporate Governance Provisions

Directors and Board of Directors

The Board of Directors, Management Committee and Executive Conference serve as administrative organs involved in business decision-making, execution, and supervision of the Yamato Group. This management structure enables decisions to be made swiftly and precisely on important business matters. The number of Board members cannot exceed 12 as stipulated in the articles of incorporation of Yamato Holdings. The Board comprised ten directors, four of whom are outside directors. The term of office for directors has been set at one year in order to clarify management responsibilities for each fiscal year.

Audit & Supervisory Board Member and Audit & Supervisory Board

The Audit & Supervisory Board is made up of two full-time Audit & Supervisory Board member and two outside Audit & Supervisory Board members. Audit & Supervisory Board members attend meetings of the Board of Directors and other important meetings to audit the execution of duties by the directors, and otherwise endeavor to improve the soundness of management and the trust of the public. A full-time staff member has been appointed to assist the Audit & Supervisory Board members to put in place a framework that enables the Audit & Supervisory Board members to smoothly carry out their functions. In addition, Group Auditors’Liaison Meetings are held periodically for the full-time Audit & Supervisory Board members of the major operating companies to confer on auditing policies and procedures, exchange information, and otherwise enhance collaboration. Meetings with internal auditors are also held periodically to exchange information.

Internal Audits

Internal audits are performed by an 17-member team that operates independently from any other Group organ. Together with the 138 employees who conduct internal audits for Group companies, the Yamato Group has a total of 155 internal auditors who check whether the business and affairs of the Group as a whole are being carried out appropriately and efficiently based on the annual auditing plan. A structure is in place under which results are reported to the Board of Directors and the Audit & Supervisory Board. Also, the Group Internal Auditing Committee meets regularly with the internal auditors of the operating companies to confer on problems and propose improvements based on auditing policies and audit results. At the same time, management collaborates with Group companies’ internal control divisions to improve and build systems to validate internal controls.

Accounting Audits

As the Group’s appointed Independent Auditor, Deloitte Touche Tohmatsu LLC holds regular meetings with Audit & Supervisory Board members and conducts effective accounting audits. Accounting audits are performed by two certified public accountants, Yoshihiro Tsuda and Yoshiharu Ishida assisted by another 10 certified public accountants and 19 other staff members.

Corporate Governance Organizational Chart

The current status of provision for oversight of business execution and management, internal control and related functions at Yamato Holdings is illustrated in the figure below.

Corporate Governance Framework

Corporate Governance Framework

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