LAC Co., Ltd.

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Corporate Governance

In addition to building good relations with all stakeholders supporting the LAC Group's corporate activities and enabling it to achieve sustainable growth over the long term, the Group also recognizes that establishing the values to be shared by all Group executives and employees and fostering high ethical standards is essential to the realization of sound corporate governance.

Basic Philosophy

Our corporate philosophy is to aim to become indispensable to society through constantly evolving and continuously growing with management focused on sustainability. To achieve sustainable growth and enhance corporate value in line with this philosophy, we have established a governance structure that ensures effective and efficient management. We have established a Management Committee in addition to the Board of Directors to separate management supervisory functions from business execution functions and thereby clarify areas of responsibility and accelerate business execution.

Governance Structure

As of June 23, 2021

The Group has opted for a "Company with Audit & Supervisory Board" organizational structure. To clearly separate management supervisory functions from business execution functions, an executive officer system has been adopted. Under this system, supervisory functions are carried out by the Board of Directors and individual board members. Business execution is the responsibility of the Management Committee and each of the executive officers who are members of the Management Committee. In addition, all outside directors and Outside Audit & Supervisory Board members are designated as independent executives.

Governance system

Board of Directors

The Board of Directors is chaired by the President and Representative Director, and is composed of nine directors, including four outside directors. In addition to determining basic management policies, matters stipulated by laws and regulations and the Company's Articles of Incorporation, and matters relating to the execution of important business operations, the Board of Directors monitors and supervises the status of business execution. Regular Board meetings are held once a month, with extraordinary meetings convened as necessary.

Audit & Supervisory Board

The Audit & Supervisory Board is composed of three members, including two outside members. The Board's chairperson is selected from among LAC's corporate auditors by resolution of the Audit & Supervisory Board. In accordance with Japan's Code of Kansayaku Auditing Standards, Audit & Supervisory Board members attend Board of Directors meetings and other important meetings, such as Management Committee meetings, and monitor the Group's management from an independent viewpoint. One substitute Audit & Supervisory Board member has been appointed in case the number of Audit & Supervisory Board members falls below the legally required number. Regular meetings of the Audit & Supervisory Board are held once each month, with extraordinary meetings convened as necessary.

Management Committee

The Management Committee is composed of eleven executive officers. The Committee is chaired by the Representative Director and holds discussions on matters related to the execution of the Group's business. In principle, Committee meetings are held once a week, with extraordinary meetings convened as necessary.

Internal Control Committee

The Internal Control Committee comprises no less than three directors or Audit & Supervisory Board members, a majority of whom should be outside directors or outside Audit & Supervisory Board members. The Committee provides advice and recommendations to the Board of Directors to help facilitate the establishment and appropriate operation of frameworks stipulated in the basic policy on internal control systems, and to help ensure the appropriateness of business operations. In principle, the Committee meets once a quarter.

Nomination and Remuneration Advisory Committee

The Nomination and Remuneration Advisory Committee comprises two independent outside directors, one independent outside Audit & Supervisory Board member, and the President and Representative Director. The Committee works to strengthen the independence, objectivity, and accountability of the Board of Directors in relation to the nomination and remuneration of directors, Audit & Supervisory Board members, and executive officers. The Committee meets once a quarter, in principle, and provides advice and recommendations to the Board of Directors.

Risk Management Committee

The Risk Management Committee is composed of eleven executive officers and is chaired by the Representative Director. The Committee is responsible for the development and operation of frameworks to promote risk management based on risk management systems, basic risk management policies, and other top-priority matters determined by the Board of Directors. The Committee is also responsible for monitoring the status of risk management implemented by each business division and each Group company.

The Risk Management Committee has established four subcommittees in charge of BCP, compliance, business strategy and business management, in order to monitor the status of response to and promote countermeasures against risks related to business continuity, compliance and other risks associated with the business operation of the Group, according to themes. In principle, the Risk Management Committee meets once a quarter, with extraordinary meetings convened as necessary.