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Basic Policy on Corporate Governance

Zeon aims to increase profits and achieve ongoing corporate value enhancement while respecting and balancing the various interests of its shareholders and other diverse stakeholders. To this end, we are making ongoing efforts to establish a system that enables efficient and sound corporate management through corporate governance.

Putting into place a corporate governance system allows us to clarify the functions and roles of each organizational entity within the company and to carry out quick decision-making and execution. We are also improving business transparency through appropriate monitoring and disclosure of activities and their effects. We are determined to further enhance our corporate governance system in order to carry out these functions effectively.

The main components of our corporate governance system are summarized below.

Corporate Governance System Corporate Governance System

Board of Directors

The Board of Directors meets, in principle, every month with corporate auditors in attendance to ensure compliance with applicable laws and the articles of incorporation in the execution of business. The role of the Board of Directors besides statutory duties is to make important decisions about basic management policy and strategy and other aspects of business execution. The Board of Directors currently consists of 12 directors, including three outside directors.

Executive Committee

The Executive Committee, in accordance with Executive Committee regulations, comprises the President and executive officers ranked senior corporate officer or above and meets, in principle, twice a month to examine and make decisions on important business matters after due deliberation involving consultation with attending full-time corporate auditors. Important agenda items, as stipulated in regulations for the Board of Directors, are examined and decided by the Board of Directors.

Board of Corporate Auditors

The Board of Corporate Auditors comprises five members, including three outside corporate auditors. The board reports, discusses and resolves important matters. In accordance with auditing guidelines established by the Board of Corporate Auditors, each corporate auditor audits the duties executed by directors through various means, such as attendance at Board of Directors meetings and monitoring of business operations, including subsidiaries' operations.

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