The corporate governance of NIPPON STEEL TRADING CORPORATION("NST") is discribed below.
- 1.NST has established its "Corporate Philosophy," "Management Principles" and "Employee Code of Conduct" as follows, and its Directors, Kansayaku and employees strives to put them into practice in the daily management and business of NST.
- 2.NST endeavors to enhance its corporate governance based on the principles of the Corporate Governance Code in order to continue to implement the Corporate Philosophy, etc.
- 3.NST endeavors to achieve sustainable growth and the increase of its corporate value over the midto long-term through the continuous improvement of corporate governance under consolidated management.
- 4.NST has already resolved a "Basic Policy about an Internal Control System" at the meeting of Board of Directors. By operating this policy appropriately, NST further enforces its corporate governance, ensures "compliance with laws and ordinances," "reliability of financial reporting" and "effectiveness and efficiency of operations," and aims to improve it continuously.
- 5.In NST, the Board of Directors, which is composed of Executive Directors with thorough knowledge about the business and management of NST and two or more Outside Directors with a wealth of experience and deep insight in the area of corporate management, makes decisions about the basic policy of management and important business executions, and also supervises the execution of duties by Directors. Furthermore, Kansayaku who have strong authority attend the meeting of the Board of Directors and audit the business executions of Directors, etc., from an independent standpoint. NST judges that such structure is effective to ensure the efficiency and soundness of management, and adopts the governance system of a "Company with Kansayaku Board."
- 6.NST introduces the "Executive Officer System" and targets the efficient operation of the Board of Directors by separating the function of decision-making and supervision and the function of business execution, and adopts a system to promptly cope with changes in the management environment.
Overview of Current Corporate Governance System
NST adopts the governance system of a "Company with Kansayaku Board", and implements and operates the following internal corporate structure to ensure appropriate and efficient business execution.
NST introduces the "Executive Officer System" and targets the efficient operation of the Board of Directors by separating the function of decision-making and supervision and the function of business execution, and adopts the management system to promptly cope with changes in the management environment.
- 1. Board of Directors
- The Board of Directors is organized by all Directors. Meeting of Board of Directors is held once every month. Important matters related to management are determined and the business execution of each Director is supervised.
- 2. Personnel and Remuneration Committee (voluntary committee)
- The appointment of senior management and the nomination of Director and Kansayaku candidates are resolved at the meeting of the Board of Directors following the exchange of opinion in the Personnel and Remuneration Committee which is composed of the President and two (2) Outside Directors. Each Director's remuneration is also resolved at the meeting of Board of Directors following the exchange of opinion in the Personnel and Remuneration Committee.
- 3. Management Meeting
- The Management Meeting is organized by Directors who serve as Executive Officers or Senior Advisors concurrently. It is held twice per month in principle. The policy of important business execution matters and other important matters related to management are discussed and the inquiries of the President are answered. Kansayaku have the right to attend the meeting and give his/her opinion.
- 4. Kansayaku
- Kansayaku attend important meetings such as meeting of Board of Director or Management Meeting to supervise the condition of business execution by Directors. Kansayaku has the right to inspect all draft plans and reports on the database, claim Directors report in case of necessity, and state opinion at the meeting.
- 5. Internal Auditing
- Internal Auditing Department (18 members) is established and it is managed by President directly. It audits regularly validity and efficiency of business execution by NST and group companies in Japan and foreign countries.
- 6. Accounting Auditor
- NST requests Deloitte Touche Tohmatsu LLC to execute financial audits in accordance with the Companies Act, and financial statements audits and internal control audits in accordance with the Financial Instruments and Exchange Act. The Accounting Auditor, Kansayaku and Internal Auditing Department exchange information regularly and in mutual cooperation.
- 7. Establishment of various committees
- NST establishes various committees to further strengthen corporate governance. Major committees and their roles are as follows.
- a.Compliance Crisis Committee
To cope with the occurrence of various matters related to compliance and crisis management.
- b.Information Security Committee
To realize, ensure and support the basic principles stipulated in the basic policy on information security.
- c.Environment Committee
To discuss and determine environmental policy for NST-wide promotion of environmental conservation activities.
- d.Investment and Loan Committee
To investigate and examine investment and loan matters before the Management Meeting.
- e.Credit Committee
To discuss the necessary matters to judge the authorization about applications for credit limits, and to answer inquiries by authorized persons.
- f.Safety Trade Control and Trade Business Control Committee
To implement internal corporate structure and operational standards related to the trading business
- a.Compliance Crisis Committee
Corporate Governance System of NST
Basic Views on Eliminating Anti-Social Forces
NST aims to continue to be a company group relied upon by society, and has the policy never to have a relationship with Anti-Social Forces which threaten public order and social safety, and to never meet unreasonable demands.
NST has already established an internal corporate structure such as the Compliance Manual and the assignment of a responsible person for unreasonable demands.
NST belongs to the particular association managed by the Metropolitan Police Department and receives instructions and information, and cooperates with outside special organs such as the police or lawyers, etc., in normal times.