Corporate Governance Structure

Traded as : 7537 (TYO)

Outline of Corporate Governance Structure

MARUBUN has adopted the “Company with Supervisory Committee” as its corporate structure to strengthen management supervision and oversight functions, and has established a structure that enables speedy decision-making through the separation of management oversight and business execution.

Board of Directors

The Board of Directors is composed of eight Directors. Three of these are Outside Directors who are Supervisory Committee Members. The Board of Directors meets once a month, in principle, and at other times if necessary, to deliberate matters stipulated by law and the Articles of Incorporation and important management matters stipulated by the Board of Directors Rules, and to receive reports on business execution from Executive Directors.

Personnel Advisory Committee

MARUBUN has a Personnel Advisory Committee comprising all of the Outside Directors to ensure the transparency and fairness of human affairs of Directors. The Personnel Advisory Committee responds to inquiries from the President and gives the necessary advice on matters related to the appointment, dismissal, and remuneration, etc. of Directors, as well as the plan for cultivating the President’s successor.

Supervisory Committee

The Supervisory Committee is composed of three Outside Directors. The committee is chaired by Outside Director Yasuhiko Watanabe, and meets at least once every three months, in principle, and at other times if necessary. The duties of the Supervisory Committee include auditing the status of execution of duties by Directors, auditing financial statements, and preparing audit reports, and it conducts audits in collaboration with the internal audit division, the Accounting Auditor and other relevant parties, in accordance with an audit policy and audit plan determined by the committee itself.

Management Committee

MARUBUN has a Management Committee composed of four Executive Directors including the President. The Management Committee examines the Company’s basic management policies and management plans and other important management matters, and deliberates matters prior to resolution by the Board of Directors. The Management Committee meets once a month, in principle, and at other times if necessary,

Internal Control Committee

MARUBUN has an Internal Control Committee chaired by the President to oversee the status of development and operation of the internal control system. The Secretary of the Supervisory Committee attends meetings of the Internal Control Committee, and the status of development of the internal control system is reported to the Supervisory Committee by the Secretariat.