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 a supervisory system in which the Board of Directors makes management decisions and supervises the execution of business operations. As a complement to the Board of Directors, the Managing Directors' Meeting and the Executive Officers' Meeting are held to discuss important decisions, thoroughly implement management policies, and confirm the progress of business operations. We have also introduced an “Executive Officer System” to strengthen business execution functions and improve management efficiency. Corporate auditors attend meetings of the Board of Directors and other meetings to audit the status of business execution by directors, and the Board of Corporate Auditors works with the Accounting Auditors and the Internal Audit Division, which is independent of the business execution divisions, to conduct comprehensive and efficient audits. The Internal Auditing Department strives to enhance internal audits of the entire Group by conducting audits in a systematic manner.

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.