Corporate governance

Status of Corporate Governance

① Basic Policy on Corporate Governance

GDO recognized that important for the Group to maintain the trust and mutual prosperity that is properly understood by all stakeholders including not only shareholders and investors but also employees and business partners. We believe that we will maximize long-term corporate value. With this in mind, in order to become a company that gain trust of all stakeholders, the enhancement of corporate governance is positioned as one of the most important management issues. To achieve these goals, we will improve the soundness, efficiency and transparency of management, and build an appropriate system for management decision-making, business execution, internal control, etc. as appropriate.

② Basic Structure of Corporate Governance and Reasons for Adoption

i.Basic Structure of Corporate Governance

The Company has supervised management through a Board of Company Auditors, Four outside company directors (out of one is a Lawyer), and three Coporate Auditors (three corporate auditors are all oudside company auditor and out of one is women) are selected.

The Board of Directors consists of eight Directors (including four Outside Directors). In accordance with the rules of the Board of Directors, regular Board of Directors meetings are held once a month, or extraordinary board meetings are held as needed, with outside directors also present. In addition, three corporate auditors also attend the Board of Directors to check the status of directors' execution of business, whether they contravene the laws and the Articles of Incorporation, and express opinions as necessary.

Board of Company Auditors comprised exclusively of three Outside Company Auditors (out of one is women) . In addition to attending meetings of the Board of Directors, the status of business execution is audited through investigations of business and financial conditions.

In order to strengthen the functions of the Board of Directors and promote management efficiency, we have institue Board of Executive Officers. Board of Executive Officers consists of executive officers and discusses the execution and planning of important operations based on the basic policy determined by the Board of Directors.Executive officers are appoint and dismissed by resolution of the Board of Directors. The Board of Executive Officers has established a management system so that operations can be executed quickly.

Corporate Governance Diagram

ⅱ.Reasons for Adoption

In order to strengthen the objectivity and neutrality of the management monitoring function, audits are conducted by three outside corporate auditors and the board is operated by four outside directors.