Corporate governance

Itoki ensures compliance, administrative transparency, and fair management based on business ethics and strict compliance with laws. In addition, Itoki establishes corporate governance to increase trust in the Company, to achieve sustainable growth, and to increase its medium- to long-term corporate value through prompt disclosure of information based on the Corporate Governance Code and proactive discussion with shareholders and investors.

ITOKI has established the "Corporate Governance Basic Policy" in accordance with the basic principles of the Corporate Governance Code, with the aim of realizing effective corporate governance.

Itoki has adopted an audit & supervisory board system, and the Board of Directors makes management decisions and supervises business execution. To complement the Board of Directors, the Managing Directors' Meeting and Executive Officers' Meeting are held to deliberate on important matters for approval, thoroughly implement management policies, and check the progress of business operations. In addition, the company has introduced an executive officer system with the aim of strengthening business execution functions and improving management efficiency. Audit & Supervisory Board members attend board of directors meetings and other such meetings to audit the status of business execution by directors. The Board of Auditors works in cooperation with accounting auditors and the internal audit department, which is independent from business execution departments, to conduct comprehensive and efficient audits. The internal audit department strives to enhance internal audits across the entire group by conducting audits in a planned manner.
　Itoki is a company with an audit and supervisory board, and has not established any advisory committees such as a nomination or compensation committee. However, the current system is functioning appropriately, as the chairman actively seeks the opinions of independent outside directors when discussing the nomination and compensation of senior management and directors, and the company receives appropriate advice and involvement.

At Itoki, the Board of Directors consists of 6 directors, including 2 external directors, and Audit & Supervisory Board consists of 4 Audit & Supervisory Board members, including 2 external Audit & Supervisory Board members.
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In line with the enforcement of the Companies Act, ITOKI established a basic policy at its board of directors in May 2006, with the aim of establishing a company-wide, comprehensive, and unified internal control system. We are working hard to maintain it. In March and December 2008, some of the basic policies were revised to reflect changes in the internal structure. In addition, in order to respond to the internal control reporting system related to financial reporting based on the Financial Instruments and Exchange Act (J-SOX Act), we established the ``Internal Control Audit Office'' and the ``Internal Control Promotion Office'' in January 2009. We strive to build and operate the systems necessary to ensure the reliability and appropriateness of financial reporting. Currently, the Business Management Department's Business Promotion Office is taking the lead in working on internal control systems.

We have established a Compliance Committee, with the Compliance Team as the secretariat and the executive officer in charge as the chairperson. The Compliance Committee is responsible for investigating, reporting, and giving instructions regarding all group management. We also have compliance promotion committee members in major departments and compliance promotion officers in all workplaces.

In the event of a crisis that could affect business continuity, such as a major earthquake or other natural disaster or a pandemic, the Group will place the highest priority on the safety and lives of its employees, their families, and visitors, and will only carry out business continuity activities once the safety of these people has been ensured.
In addition, to deal with these crises, we are working to strengthen our BCP based on the following basic policies.