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Corporate Governance

承認：エディタ

Basic Principles Regarding Corporate Governance

The Yasuda Logistics Group recognizes that establishing corporate governance is one of the most important challenges in management in order to fulfill our corporate social responsibility and is implementing measures to strengthen and enhance corporate governance based on our management philosophy, which realize prosperity and its aspirations through sound corporate activities in response to the expectations of customers, shareholders, employees, and their communities.

Corporate Governance Report (Japanese version only)

State of Implementation of Corporate Governance Measures

State of our Corporate Governance System and Progress on Initiatives for Its Enhancement

(a) Board of Directors

The Board of Directors, in principle, meets once a month to decide important matters related to business execution.

(b) Nominations and Remuneration Advisory Committee

The Company has established the Nominations and Remuneration Advisory Committee as an advisory body to the Board of Directors with the aim of strengthening independence, objectivity and accountability in relation to the nomination and remuneration of directors. The Committee consists of a total of six members, including the President and five independent outside directors. The Committee’s chairperson makes recommendations and reports on matters deliberated and decided by the Committee to the Board of Directors.

(c) Board of Corporate Auditors

The Board of Corporate Auditors consists of full-time corporate auditors and outside corporate auditors who meet once a month, in principle, to receive reports or make resolutions on important matters related to audits. Corporate auditors systematically and proactively conduct audits of the Company and group companies.

(d) Internal audits

The Company has established an Internal Audit Department as an internal audit division under the direct control of the President. The Internal Audit Office investigates whether the businesses of the Company and group companies are operated and controlled appropriately and effectively in accordance with laws and regulations, etc., and reports the results to the President and the heads of the relevant departments in order to contribute to the preservation of the Yasuda Logistics Group’s assets, rationalize management and improve efficiency.

(e) Internal control and risk management system

In addition to establishing the internal audit system mentioned above and as part of our effort to strengthen risk management, the Company has established a Charter of Corporate Behavior to promote compliance and Employee Behavior Guidelines for employees of the Yasuda Logistics Group, which serves as a specific code of conduct for employees, and is promoting compliance with laws and regulations through internal meetings and training.
In regard to managing risks involved in promoting the Group’s business, the head of each division manages risks related to their division, and the Business Department oversees risk management in accordance with various regulations such as the Risk Management Rules, the Organization Rules, the Job Authority Rules, the Management Rules for Group Companies, and the Sales Management Rules. The head of each division reports the status of risk management to directors on a regular basis through the Risk Management Committee, the Logistics Business Promotion Committee, the Real Estate Business Promotion Committee, and the Management Meeting.
To manage individual risks, we have established committees in each field to oversee risk management and we are working to ensure thorough implementation of risk management measures.

Compliance risks: Compliance Committee
Information security risks: ISO Promotion Committee
Quality and environmental risks: ISO Promotion Committee
Customer satisfaction risks: CS Improvement Committee
Health and safety risks: Health and Safety Committee
Natural disaster risks: Disaster Prevention Committee

(f) Accounting audits

The Company has appointed Ernst & Young ShinNihon LLC as its financial auditor.
Ernst & Young ShinNihon LLC conducts audits of the Company and its group companies stipulated in the Companies Act and the Financial Instruments and Exchange Act, based on an audit contract with the Company. In addition, the Internal Audit Department, the Corporate Auditors and the financial auditor mutually cooperate, including holding regular meetings on audit plans and audit results and exchanging information as necessary.

Initiatives of the Yasuda Logistics Group to Enhance Corporate Governance

June 2014	Appointment of an independent outside director (1 in total)
June 2015	Responding to the start of application of the Corporate Governance Code
June 2016	Commencement of Board Effectiveness Assessment
June 2017	Increase in the number of independent outside directors (2 in total)
Feb. 2020	Establishment of Nominations and Remuneration Advisory Committee
June 2020	Review of the composition of the Board of Directors and introduction of the Executive Officer System Revision of executive compensation system (Introduction of performance-linked compensation and stock benefit trust system)
June 2021	Reflecting performance in executive compensation also applied to executives of some Group companies Increase in the number of independent outside directors (3 in total)
Dec. 2021	Commencement of skills matrix disclosure
June 2022	Compliance with the Revised Corporate Governance Code (Compliance with the new CG Code for companies listed on the TSE Prime Market)
June 2023	Increase in the number of independent outside directors (4 in total)
Apr. 2024	Appointment of outside director as chairperson of Nominations and Remuneration Advisory Committee
June 2024	Increase in the number of independent outside directors (5 in total)