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Corporate Governance

Fundamental Stance on Corporate Governance

The Kajima Group "strives to continually advance its business operations and contribute to society" under its management philosophy. Our objective is to earn the trust and regard of all stakeholders, including stockholders, customers, business partners, local communities and employees.

Our fundamental stance on corporate governance is to ensure fair and transparent corporate conduct by improving management supervision by corporate auditors, the Board of Directors and others; enhancing our internal control system to manage risk and maintain accountability; and formulating measures for strict compliance.

Corporate Governance System

As a company under a corporate auditor system, we implemented an executive officer system to separate the functions of management and supervision from execution, to strengthen these functions, and to enhance the efficiency and speed of management. In addition, we maintained and upgraded our internal management system to prevent violations of laws and regulations and other misconduct, as well as inappropriate and illegal accounting practices.

Corporate Management System for Supervision and Execution

In principle, the Board of Directors meets once a month to discuss and decide upon key issues involving basic management policies, issues for which board resolutions are legally required, and other important management issues. In addition, the Board of Directors supervises business execution and confirms the progress of management plans.

The Management Committee, consisting of directors, some of the corporate auditors and executive officers, deliberates and reports on key management issues. The Joint Committee of Directors and Executive Officers, consisting of directors, corporate auditors and executive officers, familiarizes participants with the resolutions and reports of the Board of Directors and the Management Committee, while reporting on and evaluating the state of business execution.

Audit System

The Board of Corporate Auditors consists of five corporate auditors, including three external auditors with corporate management, finance & accounting, or legal backgrounds. Each corporate auditor attends the Board of Directors' meetings and other important meetings to audit the propriety and suitability of business execution by directors. The external auditors have no vested interest in Kajima other than audit remunerations. The appointment of auditors with corporate management, finance & accounting, or legal backgrounds strengthens the auditing function.

The Audit Department handles internal audits independently of our in-house divisions and departments and audits the suitability of accounting practices and business activities and the efficacy of internal controls related to financial reporting at Kajima and its affiliated companies. Independent auditors, with no vested interest in Kajima, conduct impartial and unbiased audits.

Corporate auditors, the Audit Department and independent auditors cooperate closely in working to raise the effectiveness and efficiency of audits by evaluating reports on the implementation status of Kajima's internal controls through financial reports made by the Internal Control Evaluation Committee on Financial Reporting.

Corporate Governance System
Corporate Governance System

* The Nomination Advisory Committee and the Governance and Remuneration Advisory Committee, each as an advisory body to the Company’s Board of Directors, were established with the aim of ensuring the objectivity and transparency of the Company’s corporate governance.
The Nomination Advisory Committee, consisting of Outside Directors and the President, deliberates on personnel matters of the Company’s directors and executive officers. The Governance and Remuneration Advisory Committee, consisting of Outside Directors and Outside Audit & Supervisory Board Members, deliberates on the remuneration of the Company’s directors and executive officers as well as the critical governance issues.

Internal Control System to Ensure Appropriate Execution of Business

While assiduously promoting compliance and managing risks in conducting business in an appropriate and efficient manner, we are working to enhance our internal management (internal control) system. For example, for the purpose of implementing the Internal Control Reporting System with the aim of ensuring the reliability of financial accounting, we have introduced the Kajima Group Code of Conduct, the Corporate Ethics Reporting System and other internal rules and regulations. We have also established the Compliance and Risk Management Committee and Internal Control Evaluation Committee on Financial Reporting.

Information Disclosure

To promote communication with stakeholders, every year we publish the Kajima CSR Report, which covers a wide array of information on the Group's environmental and social activities. We also provide corporate information by updating our website and publishing the Annual Report, various company brochures, and other materials.

Moreover, the IR Group in the Corporate Planning Department energetically conducts investor and public relations activities that disclose timely and appropriate corporate information. In particular, the IR Group works to support highly transparent corporate management through results briefings in which the President explains our management policy and financial performance to institutional investors and securities analysts.

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