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Corporate Governance

 
Iino Kaiun's Fundamental Policy on Corporate Governance

The Iino Kaiun Group defines corporate governance as a "framework to realize efficient business activities by coordinating the interests of various entities (stakeholders) that make up the enterprise." Under this policy, the Group has consistently worked hard to achieve the best possible business performances by giving due consideration to the relationships with shareholders, employees and other stakeholders in addition to the purpose of associated statutes in decision-making and business execution at the Board of Directors and each management organization.

 
Implementation of measures concerning Corporate Governance
(1)

The Company's Board of Directors and Board of Corporate Auditors supervise and audit the execution of operations. Regular Board of Directors Meetings are held once a month to make important decisions and supervise the execution of directors' duties. Regular meetings of the Board of Auditors, consisting of two external auditors and two internal auditors, are held once a month. The Company adopts a three-way audit structure involving collaboration among accounting auditors, corporate auditors and the Internal Audit Office, which directly reports to the president.

(2)

With regard to the execution of operations, the Executive Committee, consisting of directors and full-time auditors, meets every week. The committee deliberates on issues to be referred or reported to the Board of Directors Meeting, as well as important matters regarding representative directors' execution of duties. Members also exchange opinions and information concerning management.

(3)

The Group maintains the following risk management system for ensuring the appropriateness of business tasks.

  1. The Action Charter and the Compliance Provisions provide the foundation for the Compliance System to ensure compliance in the execution of duties by directors and employees. The Compliance Committee plans and promotes compliance policies. The Chief Compliance Officer takes the initiative in compliance-related duties in cooperation with the Internal Audit Office and the auditing officers. All officers and employees are obliged to report violations of compliance.
  2. The Safety and Environment Committee, established under the Safety and Environment Committee Provisions, plans and promotes the Group's safety and environment policies and ensures implementation and enhancement of measures, including preventive actions, to reduce the risks of serious accidents and incidents that may occur in vessels or buildings managed by the Group.
  3. The Quality and System Committee, established under the Quality and System Committee Provisions, plans and promotes the Group's system and administrative policies and ensures implementation and enhancement of measures, including preventive actions, to reduce system failure and administrative risks.
  4. Further, in the event of such emergencies as contingencies, particularly environmental pollution including oil pollution, and material accidents and incidents involving human lives and/or assets, the Company shall engage in crisis management by establishing an emergency headquarters led by a representative director in accordance with the Basic Rules on Crisis Management and the Basic Rules on Disaster Countermeasures.
  5. As regards the storage and management of information pertaining to the execution of duties by directors and employees, a structure is in place to designate a person responsible for management to store and manage said information appropriately in accordance with various internal rules, including the Document Retention Rules, Basic Document Management Policies, Document Retention Implementation Rules, and Basic Information Security Rules.
  6. The Company enforces thorough risk management for the entire Group based on a three-committee structure comprised of the lateral organizations: Compliance Committee, Safety and Environmental Committee and Quality and Systems Committee, which also include presidents of Group companies as members.
 
Corporate Governance
 
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