Management Information

Corporate Governance Report

We have submitted our “Corporate Governance Report" to the Tokyo Stock Exchange.

Basic Policy on Corporate Governance

The management philosophy of ORO Group (hereinafter referred to as "the Group") is “With the commitment of all employees in creating what they can proudly present to the world (namely our organization with its products, and services), oRo's goal is to continue to deliver more happiness and joy to more people (coworkers, families, business partners, shareholders and society), and lead all our employees to self-fulfillment through our efforts to achieve this goal.” To realize this philosophy, the Group has established the "Group Activity Guidelines" to foster a corporate culture that conducts business activities with high ethical standards.

Fundamental Approach to Corporate Governance

Our corporate governance aims to establish and maintain an organizational structure capable of swiftly adapting to changes in the social and economic environment, thereby continuously enhancing value of ORO Co., Ltd. (hereinafter referred to as "the Company"). Executive officers, elected by the Board of Directors, implement the "Group Activity Guidelines" to achieve corporate governance, ensuring these guidelines permeate throughout the Group and overseeing their application. The Board of Directors supports the 'Group Activity Guidelines' and the 'Corporate Governance Code' established by the financial exchanges. It commits to developing transparent and flexible organizations and systems to fulfill our responsibilities to shareholders and customers.

The internal control system ensures that the Group's business operations are appropriate. All officers and employees of the Group ensure the propriety of operations through the practice of the "Group Activity Guidelines." The Company's Board of Directors has established a fundamental policy on the internal control system and a business execution framework, which it oversees. The Audit and Supervisory Committee audits the execution of duties by directors (excluding audit and supervisory committee members) from an independent standpoint, focusing on the establishment and operation of the internal control system.

Based on these basic principles, and following the provisions of the Articles of Incorporation approved by the General Meeting of Shareholders, the Board of Directors constructs a corporate governance system and commits to enhancing corporate governance as outlined below:

Corporate Governance Structure

Corporate Governance Structure

  1. (a) Board of Directors

    The Company's Board of Directors consists of five directors, including three external directors, and is chaired by the Representative Director. In addition to holding regular monthly meetings, extraordinary meetings are convened as necessary. The Board deliberates, decides, and reports on legal matters as well as significant issues related to management and business execution. Moreover, the Board, incorporating perspectives from a majority of external directors, supervises the execution of duties by the directors.

    The Board of Directors shall maintain a system for preparing, storing and managing information relating to the performance of directors' duties in documents (including electromagnetic records) in accordance with laws, regulations and internal rules, including the "Document Management Rules".

  2. (b) Audit and Supervisory Committee

    The Audit and Supervisory Committee consists of three directors, all of whom are Audit and Supervisory Committee members, including three external directors. It is chaired by an external director. The committee holds regular and extraordinary meetings as needed to report and deliberate on audit findings based on the audit policies, plans, and job division it has determined.

    In addition, the following systems have been established to ensure that the Audit and Supervisory Committee performs its duties properly.

    1. (I) Matters relating to employees who assist the Audit and Supervisory Committee in carrying out its duties, matters relating to the independence of such employees from the directors and matters relating to ensuring the effectiveness of their instructions
      1. i) When the Audit and Supervisory Committee deems it necessary, it may appoint audit support staff to assist with its duties, discussing their selection within the committee.
      2. ii) To ensure the independence of the audit support staff from the directors (excluding Audit and Supervisory Committee members), their appointment, transfer, evaluation, and dismissal are discussed and consented to in advance with the committee.
      3. iii) The audit support staff, in assisting the Audit and Supervisory Committee, shall follow the committee's commands and not accept orders from Directors (excluding Audit and Supervisory Committee members).
    2. (II) System for reporting to the Audit and Supervisory Committee by the Company's Directors (excluding Directors who are members of the Audit and Supervisory Committee) and employees
      1. i) System for reporting to the Audit and Supervisory Committee by the Company's Directors (excluding Directors who are members of the Audit and Supervisory Committee) and employees
        1. 1) Audit and Supervisory Committee members have the right to attend Board meetings and other internal meetings as needed, and to request reports.
        2. 2) Directors (excluding Audit and Supervisory Committee members) and employees regularly report the status of internal controls to the committee, and the internal audit department reports on the planning and results of internal audits regularly.
        3. 3) When directors and employees become aware of significant legal or charter violations or acts of misconduct, or facts that could significantly harm the company, they must promptly report these to the Audit and Supervisory Committee.
      2. ii) System for reporting to the Audit and Supervisory Committee of the Company by Directors, auditors and employees of subsidiaries or persons receiving reports from them
        Report to the Audit and Supervisory Committee of the Company, upon request, on the status of business operations and promptly report to the Audit and Supervisory Committee of the Company upon discovery of any serious violation of laws, regulations, the Articles of Incorporation, or misconduct, or any fact that may cause substantial damage to the Company or its subsidiaries.
    3. (III) System to ensure that a person who makes a report as described in the preceding item is not treated adversely because of such report

      Directors and employees who report to the Audit and Supervisory Committee shall not be treated adversely because of such report.

    4. (IV) Matters Relating to Policies for the Treatment of Expenses or Liabilities Incurred in the Performance of Duties by Audit and Supervisory Committee Members

      The Company shall establish procedures for Audit and Supervisory Committee members to request coverage for expenses incurred during their duties. Should a member request an advance or reimbursement, the Company is to fulfill this request following established procedures, except when the expenses are deemed unrelated to the member's committee duties.

    5. (V) Other Systems to Ensure the Effective Conduct of the Audit and Supervisory Committee's Audits
      1. i) The Audit and Supervisory Committee shall be composed of experienced and knowledgeable persons familiar with the management of the Company and qualified persons, such as certified public accountants, as well as the President, directors (other than directors who are members of the Audit and Supervisory Committee) and other persons who conduct business operations. The Audit and Supervisory Committee shall maintain independence from the President, directors (excluding directors who are members of the Audit and Supervisory Committee) and other persons who conduct the Company's business.
      2. ii) The Audit and Supervisory Committee shall hold regular meetings with the President to exchange opinions and information.
      3. iii) In close cooperation, the Audit and Supervisory Committee and the Internal Audit Department will develop audit plans. The Audit and Supervisory Committee may direct the Internal Audit Office to undertake specific investigations as necessary. The Internal Audit Office will follow the Audit and Supervisory Committee's directives, independent of the President's instructions.
      4. iv) Decisions regarding the appointment, transfer, performance evaluation, and dismissal of Internal Audit Office staff require prior discussion and approval by the Audit and Supervisory Committee.
  3. (c) Nomination and Compensation Committee

    The Company established the Nomination and Compensation Committee as a voluntary advisory body to the Board of Directors on March 25, 2022. The committee, composed of a majority of independent outside directors, is chaired by an independent outside director and consists of three members including directors. The purpose of the Committee is to enhance the transparency and objectivity of the decision-making process and to strengthen management's oversight and control functions by providing an independent perspective on director nominations, compensation, etc. The Nomination and Compensation Committee reports to the Board on the fairness and appropriateness of director candidate nominations, succession planning, and director compensation, etc., after deliberation by the Board.

  4. (d) Accounting Auditor

    The Company's audit is conducted by KPMG AZSA LLC, with which the Company and the personnel engaged in the audit have no special interest relationships. The Audit and Supervisory Committee and the internal audit department regularly exchange information with the accounting auditor regarding the audit contents, discussing audit results, and the evaluation of the internal control situation and risks identified by the auditor to ensure close cooperation.

  5. (e) Business Execution and Internal Control System

    All officers and employees within the Group ensure the propriety of business operations by practicing the "Group Activity Guidelines". The Board of Directors of the Company has established the following basic policy for the internal control system and has established a system for the conduct of business.

    1. (I) Systems to ensure efficient business operations, including management strategy meetings and weekly reporting meetings
      1. i) The Company separates decision-making and supervisory functions from business execution functions, aiming to enhance each function and optimize the Board of Directors. Under the supervision of the Board, which decides on the basic policy, executive officers within their authority make decisions and execute business tasks. The executive officers report on the execution status of business tasks at management strategy meetings and weekly reporting meetings according to the "Management Meeting Regulations."
        The Corporate Strategy Meeting is chaired by the President and CEO and consists of eight members, including the President and CEO, the Senior Managing Executive Officer, the Managing Executive Officer, the Executive Officer and the Director who is a full-time member of the Audit and Supervisory Committee. The meeting is held once a month to deliberate and decide on management matters, including matters related to basic management policies and major actions, as well as matters related to proposals to be submitted to the Board of Directors.
        The Weekly Report Meeting is held once a week and consists of the President and CEO, the Senior Managing Executive Officer, the Managing Executive Officer, the Executive Officers, the Directors who are full-time members of the Audit and Supervisory Committee and four executives of Group companies above a certain level, for a total of 12 members. In addition to decision-making based on authority, the Company also reports on the progress of business performance and other business matters to share information.
        The Executive Officers clarify the goals and responsibilities of each division based on the management plan and analyze the difference between budget and actual results to achieve the desired performance targets.
      2. ii) To speed up decision-making, the Company has established internal rules such as "Organization Rules", "Rules on Division of Duties" and "Rules on Administrative Authority" to clarify roles, authority and responsibilities.
      3. iii) To ensure the reliability of financial reporting, the Company has established accounting rules and regulations and a "Basic Policy for the Development of Internal Control over Financial Reporting" to manage the risk of fraud and errors in financial reporting, develop, operate and evaluate prevention and control functions, and establish a system to correct any deficiencies. The Company has established a basic plan for company-wide internal control, general control over IT, and internal control over financial closing and reporting processes and business processes, and has established and implemented these controls. The effectiveness of these controls is subject to self-assessment by the department being assessed and independent evaluation by the Internal Audit function.
    2. (II) Risk Management Committee

      The Risk Management Committee, chaired by the President and CEO, is composed of the President and CEO, the Senior Managing Executive Officer, the Managing Executive Officer, a director who is a full-time member of the Audit and Supervisory Committee, and one employee of the Legal Department, for a total of 6 members. In accordance with the "Risk Management Regulations," which regulate basic matters of risk management, the committee meets regularly to analyze risks to the Group, report on the progress of risk response policies, and exchange information. If a risk materializes, the President and CEO convenes a meeting of the Risk Management Committee to discuss risk response and risk prevention measures. The Chairman of the Risk Management Committee reports regularly to the Board on the status of the Committee's activities.
      The Risk Management Committee incorporates the information security management system and the personal information protection management system, implements security measures for information management, including personal information, and conducts training for officers and employees to ensure proper information management.
      In the event of an unforeseen incident, the Company has established a task force under the direction of the President and CEO and, if necessary, in cooperation with outside professional organizations such as the Office of the General Counsel, etc., to take prompt and appropriate action to minimize the spread of loss, damage, etc.
      The Company recognizes that thorough compliance is essential to enhancing corporate value, and the Risk Management Committee has studied countermeasures and implemented the following measures.

      1. i) The Company has established the "Corporate Code of Ethics", and in accordance with the Code, all officers and employees are required to act in accordance with laws and regulations and to conduct themselves with high ethical standards. In addition, as a measure to thoroughly promote and raise awareness of compliance, the Company holds training sessions for all officers and employees on the basics of compliance and information management essential to business operations, and conducts ongoing education and dissemination activities.
      2. ii) The Company as a whole takes a firm stance against antisocial forces that threaten social order and sound business operations, including cooperation with related organizations, and rejects any relationship with antisocial forces. In addition, the Company will continue to promote the development of a system to eliminate antisocial forces in cooperation with the police, relevant organizations and professional organizations such as lawyers.
      3. iii) In order to properly handle reports of violations of laws and regulations, the Company has established "Internal Reporting Regulations" and operates an internal reporting system based on these regulations for the purpose of early detection and correction of violations of laws and regulations, the Articles of Incorporation and other internal regulations, or actions that may lead to such violations.
    3. (III) Internal Audit Department

      To ensure the independence and objectivity of internal audits, the Internal Audit Department is directly managed by the President and composed of one dedicated personnel. It verifies, evaluates, and advises on the compliance and efficiency of the Group's organizational, systemic, and operational adherence to management policies, laws, regulations, and rules.
      Through these efforts, we strive to prevent violations of laws and regulations, fraud and errors, provide accurate information, safeguard assets and improve business operations.

    4. (IV) Other Measures to Ensure the Appropriateness of Operations within the Group
      1. i) The Company shall establish the "oRo Group Policy", a system of principles including human resources policy and compliance policy for the Group to share and disseminate management principles among the Group and ensure the appropriateness of its operations.
      2. ii) Subsidiaries shall report to the Company and seek approval for matters to be discussed and approved or reported in accordance with the "Affiliate Management Regulations" and conduct regular business progress reports to share business management and crisis management information while ensuring the adequacy of their business execution systems.
      3. iii) Subsidiaries shall be subject to regular internal audits by the internal audit department of the Company, and the results of such audits shall be reported to the President and CEO, the Board of Directors and the Audit and Supervisory Committee of the Company.
      4. iv) Members of the Audit and Supervisory Committee selected by the Audit and Supervisory Committee shall visit subsidiaries as necessary to review the status of business operations.
      5. v) The Company shall dispatch its directors or employees as directors of subsidiaries as necessary and supervise the performance of duties by directors of subsidiaries through such directors or employees.
      6. vi) The Company shall establish an internal reporting system directly accessible to directors, corporate auditors and employees of subsidiaries, and detect and correct violations of laws, the Articles of Incorporation and other internal regulations or actions that may lead to such violations at an early stage.