Corporate Governance

Corporate Governance System

Achilles Corporation’s Board of Directors monitors the implemen-tation status of business operations. In regard to implementation, the company aims to ensure efficient management by delegating authority to the directors and divisional managers with responsibil-ity for individual departments.

In addition, three external directors (one of whom is female) exercise a management oversight function by attending meetings of the Board of Directors while maintaining an objective, neutral perspective, and two external auditors (one of whom is female) also attend Board meetings, where they check on the appropriateness and legality of the Board’s decision-making from an external perspective, thereby ensuring that the management oversight function operates effectively.

Furthermore, the Governance Committee (the membership of which comprises two internal directors and three external directors, and in-cludes more than half of the company’s external officers) holds regular meetings and advises the Board of Directors, with the aim of enhancing the level of independence and objectivity in relation to the Board’s nomi-nation and remuneration related functions, etc.

  • *The above structure is in place as of June 26, 2020.

Corporate governance system

Board of Directors

The Board of Directors undertakes evaluation and decision-making in relation to the company’s basic policy, regulatory requirements, and oth-er important managerial issues; the Board also supervises operational implementation status.

Management Committee

To help realize speedy decision-making and operational efficiency, the Management Committee undertakes evaluation of matters entrusted to it by the Board of Directors, and also undertakes evaluation and decision-making in relation to specifi c implementation strategies based on the policy decided on by the Board and the implementation of other important tasks relating to management.

Audit & Supervisory Board, Internal Auditing and Accounting Auditor

The Audit & Supervisory Board has 3 Members, including 2 external Members. Each Member follows the auditing policy and division of responsibility laid down by the Board, supervising the Directors’ perfor-mance of their duties by attending meetings of the Board of Directors, examining circular approval letters and other important documents, vis-iting business locations (including subsidiaries), etc.

The internal Audit Offi ce verifi es compliance status both periodically and as needed. The Audit Office also strives to maintain close liaison with the Members of the Audit & Supervisory Board, collaborating with the Board Members to ensure effective implementation of auditing oper-ations by Members.

For the Accounting Auditor (external audit), Achilles Corporation has appointed Deloitte Touche Tohmatsu LLC to implement auditing. An audit report meeting is held at which the Members of the Audit & Super-visory Board receive a presentation from the Accounting Auditor on the state of audit implementation and the audit implementation results, and at which the Accounting Auditor offers advice regarding issues relating to accounting and internal controls.

Internal controls system

Achilles Corporation has formulated an Internal Controls Basic Policy, which outlines the systems used for ensuring that Directors carry out their duties in compliance with relevant laws and regulations and with the company’s Articles of Incorporation, and the system for ensuring that both Achilles Corporation and the business group formed by the Achilles Group and its subsidiaries carry out their business activities appropriately. In accordance with the Internal Controls Basic Policy, regarding the inter-nal controls relating to the fi nancial statements stipulated by the Financial Instruments and Exchange Act, the preparation and utilization of these internal controls by Achilles Corporation and its consolidated affiliates is assessed, and the assessment results are presented in the Internal Controls Report.