Corporate Governance

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 seven directors, five 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.

The Audit & Supervisory Board is made up of two full-time Audit & Supervisory Board member and three 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.

The Group has built a system in which internal audits are performed by a total of 172 internal auditors throughout the Group who belong to an independent organization with internal audit functions led by the Company’s Internal Audit Officer. Based on annual audit plans, they audit whether the business of the entire Group is executed appropriately and efficiently and report the results to the Board of Directors and the Audit & Supervisory Board. Moreover, the Group Internal Auditing Committee meets regularly to discuss with the internal auditors issues and remedies based on audit policies and results. The Committee also works to improve and enhance the effectiveness of internal control over financial reporting in cooperation with the internal control divisions of Group companies.

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 three certified public accountants, Koichi Yano, Shinji Seki and Yusuke Kumei assisted by another 11 certified public accountants and 23 other staff members.