Corporate Governance

Basic Policy of Corporate Governance

UT Group makes its basic policies of corporate governance (1) to carry out speedy decision making and respond to changes in a flexible prompt manner from the viewpoint of “responding to change in management in environment”; (2) to enrich a supervising function of management from a viewpoint of management transparency; (3) and to comply with laws and regulations and respect social ethics from a viewpoint of management soundness.
Under these policies, we aim for continuous enhancement from the perspectives of “Protective Governance” in gaining trust from all shareholders and society and “Aggressive Governance,” aiming to enhance corporate value with agile management.

Corporate Governance Structure

Enhancing Supervisory Framework through Independent External Directors

In order to ensure the transparency of our management and enhance our business supervisory functions, UT Group has appointed independent external directors who possess extensive business experience and have no vested interest in the Company. At present, UT Group’s board of directors is comprised of four members, of whom three are independent external directors. Furthermore, with the aim of clarifying the responsibilities of the directors and establishing a structure with an agile board of directors, the term for directors has been set as one year. The board of directors oversees the company’s management through holding regular meetings once a month as well as extraordinary meetings on an as-needed basis.

Supervision of Operations and Separation of Execution of Duties

In order to rapidly respond to the fast-changing business environment and further enhance our business supervisory functions, the UT Group has introduced a delegated executive officer system. Executive officers are granted a set range of responsibilities and powers, with which they execute their duties in accordance with the basic policies and strategies determined by the board of directors. Furthermore, at the weekly management meetings chaired by the president and representative director, executive officers report on the execution status of their duties and discuss urgent matters.

Adoption of the corporate auditor system

UT Group has introduced the Corporate Auditor System as we believe management execution is sufficiently supervised by the enhanced auditor system. The Board of Corporate Auditors that consists of auditors and outside auditors supervises the Company’s corporate governance and its management status, and audits the Company’s activities including execution of assignment by directors.

The Board of Corporate Auditors has five members, including two from outside the Company. The auditors attend the Board of Directors meetings, receive reports from directors, executive officers, employees as well as the accounting auditor, and exercise the auditing authority given lawfully to them. The full-time auditors also attend other important meetings and visit offices and workplaces for practical monitoring.

Furthermore, the UT Group Auditor Network Meeting has been established for understanding the audit status of the Group companies and information exchange. The auditors cooperate with auditors of the Group companies as well as the Internal Audit Room for effective functioning of governance of the entire Group.

Continuous Enhancement of Internal Control Systems

Recognizing the enhancement of our internal control systems as a key management issue, the UT Group not only ensures the reliability of financial reporting but also pursues continuous improvement in order to properly maintain the entire group’s business processes and ensure the transparency of management. As part of these efforts, we have formulated a basic policy for our internal control systems, and we are working to improve our corporate value by developing internal control systems for the entire group, including a group-wide system for efficient execution of duties, compliance system, information storage and management system, risk management system, group company management system, and audit-related system. In addition, we have established an internal audit office, which monitors the implementation status of internal control systems once a year and, based on the monitoring results, works to enhance and continuously improve our internal control systems.

Corporate Governance Report

We presented a Report on Corporate Governance to the Tokyo Stock Exchange.

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