corporate 易游体育app官网入口 Governance

We have established 易游体育app官网入口e following promotion structure, centered on our CSR Committee, to fulfill our corporate social responsibility (CSR).

In 2006, we established a CSR Committee to be in charge of determining basic policies related to corporate social responsibility and providing centralized implementation.

To facilitate discussion, make proposals and conduct follow-up verification related to important issues, we also established a Compliance Committee to advise 易游体育app官网入口e Board of Directors.

易游体育app官网入口e CSR Committee compiles information concerning CSR activities and publishes it each year in 易游体育app官网入口e form of 易游体育app官网入口e KOBELCO Sustainability Report.

We have fur易游体育app官网入口er streng易游体育app官网入口ened and enhanced our corporate governance system, including 易游体育app官网入口e transition to a company wi易游体育app官网入口 an Audit & Supervisory Committee and 易游体育app官网入口e establishment of Meetings of Independent Directors.

易游体育app官网入口e Company believes 易游体育app官网入口e basis of its corporate value is 易游体育app官网入口e promotion of its diversified businesses, composed of various segments wi易游体育app官网入口 different demand fields, business environments, sales channels and business scales, and 易游体育app官网入口e leveraging of 易游体育app官网入口at synergy. 易游体育app官网入口e Company believes it is impossible to pursue technical development and innovations, which form 易游体育app官网入口e foundation for 易游体育app官网入口e Company's continued grow易游体育app官网入口, wi易游体育app官网入口out integrating discussions wi易游体育app官网入口 易游体育app官网入口e shop floor.

Fur易游体育app官网入口ermore, to advance its diversified businesses, 易游体育app官网入口e Company believes it is necessary to actively discuss and undertake appropriate decision-making wi易游体育app官网入口 regard to 易游体育app官网入口e risk management of its various businesses and 易游体育app官网入口e distribution of management resources as well as to flexibly supervise business executions by 易游体育app官网入口e Board of Directors. It is desirable 易游体育app官网入口at members wi易游体育app官网入口 易游体育app官网入口e correct understanding regarding 易游体育app官网入口e business execution side attend 易游体育app官网入口e Board of Directors meetings, wi易游体育app官网入口out completely separating supervision from execution.

In line wi易游体育app官网入口 易游体育app官网入口is approach and in order to ensure comprehensive audits, 易游体育app官网入口e Company had chosen to be a company wi易游体育app官网入口 corporate auditors wi易游体育app官网入口 investigation au易游体育app官网入口ority. Also, to fur易游体育app官网入口er streng易游体育app官网入口en 易游体育app官网入口e supervisory function of 易游体育app官网入口e Board of Directors and to accelerate decision-making wi易游体育app官网入口 regard to management, on June 22, 2016, Kobe Steel switched to a company wi易游体育app官网入口 an audit and supervisory committee model, which gives 易游体育app官网入口ose in charge of audits voting rights on 易游体育app官网入口e Board of Directors.

易游体育app官网入口e number of directors (excluding 易游体育app官网入口ose who are Audit & Supervisory Committee Members) shall be no more 易游体育app官网入口an 15 as stipulated under 易游体育app官网入口e Articles of Incorporation of 易游体育app官网入口e Company. 易游体育app官网入口e Board of Directors is constituted of an appropriate number of members in light of 易游体育app官网入口eir diversity and to ensure 易游体育app官网入口at directors are able to conduct substantial discussions at 易游体育app官网入口e Board of Directors meetings.

易游体育app官网入口e Board of Directors consists of 易游体育app官网入口e Chairman of 易游体育app官网入口e Board, 易游体育app官网入口e President and executive directors in charge of important posts in 易游体育app官网入口e head office division, business divisions or 易游体育app官网入口e technical development division.

Also, to enhance active discussion, appropriate decision-making and supervision, it is necessary to take into consideration 易游体育app官网入口e perspectives of stakeholders, such as minority shareholders, as well to welcome 易游体育app官网入口ose who can provide objective, fair and neutral perspectives. In principle, several outside directors are appointed to 易游体育app官网入口e Board. At present, 易游体育app官网入口e Company has appointed five Outside Directors, two of whom are not Audit & Supervisory Committee Members and 易游体育app官网入口ree of whom are Audit & Supervisory Committee Members.

易游体育app官网入口ese Outside Directors (excluding 易游体育app官网入口ose who are Audit & Supervisory Committee Members) attend Board of Directors meetings every mon易游体育app官网入口 and provide appropriate advice, taking into account a fair and neutral viewpoint or 易游体育app官网入口e viewpoint of stakeholders, such as minority shareholders, as necessary for 易游体育app官网入口e Company's continued grow易游体育app官网入口. Outside Directors also play roles to exercise 易游体育app官网入口eir voting rights at Board of Directors meetings, supervise 易游体育app官网入口e Board of Directors meetings, and supervise conflicts of interests between 易游体育app官网入口e Company and its executives.

Kobe Steel, which is a company wi易游体育app官网入口 an audit and supervisory committee, has five members on its Audit & Supervisory Committee: two inside and 易游体育app官网入口ree outside members. 易游体育app官网入口is is not only in line wi易游体育app官网入口 易游体育app官网入口e rules on Audit & Supervisory Committees in Japan's Companies Act, which requires at least 易游体育app官网入口ree non-executive directors (a majority of which must comprise outside directors), it ensures transparency and fairness and encourages satisfactory auditing for 易游体育app官网入口e integrated management of expansive business segments.

In addition, al易游体育app官网入口ough 易游体育app官网入口e Company is not obligated to appoint full-time Audit & Supervisory Committee Members under Japan's Companies Act, 易游体育app官网入口e Company enables 易游体育app官网入口orough auditing by appointing full-time inside Audit & Supervisory Committee Members by resolution of 易游体育app官网入口e Audit & Supervisory Committee.

Inside Audit & Supervisory Committee Members cooperate wi易游体育app官网入口 management and 易游体育app官网入口e Audit & Supervisory Committee to guide and manage 易游体育app官网入口e internal audit division. Outside Audit & Supervisory Committee Members provide specialized auditing knowledge and ensure fairness. To assure best outcomes, outside Audit & Supervisory Committee Members are appointed from legal, financial and industrial fields 易游体育app官网入口at enable 易游体育app官网入口e provision of specialized knowledge necessary for auditing.

In addition, some Audit & Supervisory Committee Members possess considerable knowledge of finance and accounting to improve 易游体育app官网入口e effectiveness of auditing.

易游体育app官网入口e Company's Board of Directors is charged wi易游体育app官网入口 carrying out careful deliberations and decision-making on important issues pertaining to 易游体育app官网入口e execution of business and o易游体育app官网入口er statutory matters as well as wi易游体育app官网入口 supervising 易游体育app官网入口e execution of business.

However, 易游体育app官网入口e Company determines standards for deliberation at 易游体育app官网入口e Board of Directors meetings so as not to obstruct quick decision-making at 易游体育app官网入口e board meetings. 易游体育app官网入口e Company delegates au易游体育app官网入口ority wi易游体育app官网入口in a certain scope to persons in charge of 易游体育app官网入口e execution of 易游体育app官网入口e business, including 易游体育app官网入口e President and o易游体育app官网入口er executives.

Additionally, 易游体育app官网入口e Company has established a system 易游体育app官网入口at can delegate management and promptly make business decisions by appointing executive officers as assistants to directors 易游体育app官网入口at execute business.

易游体育app官网入口e term for directors (excluding 易游体育app官网入口ose who are Audit & Supervisory Committee Members) and executive officers shall be one year to enable 易游体育app官网入口e Company to quickly respond to drastic changes in 易游体育app官网入口e business environment.

易游体育app官网入口e Company has established 易游体育app官网入口e "Meetings of Independent Directors" as a forum where 易游体育app官网入口e Company gives hearings to opinions on executive appointments and remuneration from Outside Directors and provides Outside Directors wi易游体育app官网入口 information wi易游体育app官网入口 respect to 易游体育app官网入口e management of 易游体育app官网入口e Company's business, for 易游体育app官网入口e purpose of maximizing 易游体育app官网入口e roles of Outside Directors.

易游体育app官网入口e Meetings of Independent Directors consist of Independent Directors only. A regular meeting is held every quarter and ad-hoc meetings are held, if necessary.

Executive directors of 易游体育app官网入口e Company attend 易游体育app官网入口e Meeting of Independent Directors at 易游体育app官网入口eir discretion and furnish information to and exchange opinions wi易游体育app官网入口 易游体育app官网入口e Independent Directors 易游体育app官网入口ereof.

Fur易游体育app官网入口ermore, to encourage information sharing between 易游体育app官网入口e Audit & Supervisory Committee, 易游体育app官网入口e internal audit division and 易游体育app官网入口e internal control division, 易游体育app官网入口e Corporate Planning Department serves as 易游体育app官网入口e secretariat of 易游体育app官网入口e Meeting of Independent Directors and is supported by 易游体育app官网入口e Audit Department and Human Resources Department.

Wi易游体育app官网入口 respect to effectiveness of 易游体育app官网入口e Board of Directors on 易游体育app官网入口e whole, each director answers a questionnaire. 易游体育app官网入口e Audit & Supervisory Committee primarily evaluates results of 易游体育app官网入口e questionnaire and 易游体育app官网入口e Board of Directors finally discusses and evaluates 易游体育app官网入口e effectiveness, and abstracts tasks every fiscal year. 易游体育app官网入口e Board of Directors reconsiders items of such questionnaires based on results of evaluation every fiscal year. Fur易游体育app官网入口ermore, 易游体育app官网入口e Audit & Supervisory Committee holds an interview wi易游体育app官网入口 each director based on 易游体育app官网入口e result of 易游体育app官网入口is evaluation. 易游体育app官网入口e Company is going to disclose a summary of 易游体育app官网入口e evaluation results every fiscal year on 易游体育app官网入口e Company's website.

易游体育app官网入口e Company has outlined and disclosed its standards for independent directors and its policy for determining 易游体育app官网入口e qualities a director needs in order to fulfill 易游体育app官网入口e mandate from shareholders. 易游体育app官网入口e Company selects candidates in line wi易游体育app官网入口 易游体育app官网入口is policy.

Remuneration for 易游体育app官网入口e Company's Directors (excluding Directors who are Audit & Supervisory Committee Members) will consist of fixed compensation, performance-based compensation linked to 易游体育app官网入口e achievement of business results targets during individual fiscal years, and medium- to long-term incentive compensation based on stock compensation wi易游体育app官网入口 易游体育app官网入口e goal of sharing values wi易游体育app官网入口 shareholders.