NAGOYA ELECTRIC WORKS CO., LTD.

Last update: August 1, 2023

Overview of the current corporate governance framework

Nagoya Electric Works Co., Ltd has adopted the following framework to ensure legal, prompt and appropriate decision-making and management monitoring.

Board of Directors The Board of Directors consists of 10 directors, including 3 outside directors, and meets regularly once a month. At the Board of Directors meetings, decisions and important reports are made regarding management policies, strategies and other important matters. The Company has adopted a Company with Audit and Supervisory Committee system to further strengthen the supervisory function of the Board of Directors, including the exercise of voting rights at the Board of Directors meetings by the Audit aud Supervisory Committee members who are responsible for auditing the execution of duties by the directors, and the right of the Audit and Supervisory Committee to express opinions regarding nominations and remuneration of directors (excluding the directors who are Audit and Supervisory Committee members).
Audit and Supervisory Committee The Audit and Supervisory Committee consists of one full-time Audit and Supervisory Committee member and two Audit and Supervisory Committee members (outside directors). Each Audit and Supervisory Committee member attends the Board of Directors meetings, management meetings and other important meetings in accordance with the audit policy and audit plan formulated by the Audit and Supervisory Committee. In addition, the Audit and Supervisory Committee members selected by the Audit and Supervisory Committee fully monitor the execution of duties by the directors (excluding the directors who are Audit and Supervisory Committee members) by, for example, examining the status of operations and assets.
Management Meeting The Company has established Management Meetings consisting of the directors (excluding the directors are Audit and Supervisory Committee members) and general managers of each division, which meets once a month to discuss general business policies.


The relationship of the framework and internal control system are as follows.

Reasons for choosing the current corporate governance framework

As described above, The Company has adopted a Company with Audit and Supervisory Committee system to further strengthen the supervisory function of the Board of Directors, including the exercise of voting rights at the Board of Directors meetings by the Audit and Committee members who are responsible for auditing the execution of duties by the directors, and the right of the Audit and Supervisory Committee to express opinions regarding nominations and remuneration of Directors (excluding the directors who are Audit and Supervisory Committee members)

The Company appoints the outside directors who have abundant experience in corporate management and extensive experience in finance, accounting and legal matters. Each outside director appropriately fulfills his/her role to strengthen corporate governance by providing useful opinions on the Company's management from an independent standpoint that is free from any risk of conflict of interest with general shareholders.