TOYO CONSTRUCTION I INTEGRATED REPORT 2024 More details on the committee’s activities appear on page 50.Committee as an advisory body for the board to consult on nominations and compensation. The committee of three representative directors and four outside directors is chaired by an outside director, thereby ensuring appropriate involvement by and advice from outside directors.Number of meetings in FY2023Matters deliberatedNumber of meetings in FY2023Executive CommitteeIn addition to the Board of Directors, in order to promptly respond to changes in the business environment and improve the efficiency of business operations, the Executive Committee was established as a decision-making body for the execution of business delegated by the Board of Directors. The committee deliberates and determines policies for the execution of business and initiatives for business projects of a certain scale. The Executive Committee is chaired by the Executive Chairperson & CEO and consists of the Executive Vice Chairperson, President & COO, Executive Vice President, officers in charge of each group of the Corporate Section, general managers of divisions, deputy general managers of divisions, and the general manager of the Corporate Planning & IR Department, with one full-time corporate auditor attending as an observer.Risk Management CommitteeWith the Legal Department serving as its secretariat, the Risk Management Committee formulates the Compliance Policy, identifies key risks of the whole Group, gives instructions to relevant departments, and reports its activities to the Executive Committee and the Board of Directors.Independent Outside CommitteeWe have established the Independent Outside Committee to exchange information and share common perceptions among outside directors. The committee consists of all outside directors, with one selected as the head.Sustainability CommitteeThe Sustainability Committee was established as a permanent body directly under the Executive Committee. The Sustainability Committee is chaired by the officer in charge of sustainability promotion and consists of the general managers of the Civil Construction Division, Architectural Construction Division, and Offshore Wind Division, as well as officers in charge of each group of the Corporate Section. The status of initiatives and future policies related to sustainability risks and opportunities are deliberated by the Sustainability Committee, reported to the Executive Committee and the Board of Directors, and incorporated in management plans and business operations.Board of DirectorsThe Board of Directors consists of 11 directors, including six outside directors, and four corporate auditors, and is chaired by an outside director, an arrangement that enhances the independence and objectivity of its functions and provides highly effective supervision of business execution. In addition, important matters relating to the Company’s management are deliberated and decided by the Board of Directors, which convenes monthly to make appropriate and prompt decisions as well as extraordinary Board of Directors meetings, as necessary, in a system enabling flexible operations.Board of AuditorsIn line with the stewardship responsibility to shareholders, the Board of Auditors implements audits of business execution of duties by the directors, in an independent and objective position for the Company and the common interests of shareholders. The Board of Auditors consists of four corporate auditors, including one full-time corporate auditor and three outside corporate auditors.Director Nomination & Compensation CommitteeTo enhance the independence and objectivity of the functions of the Board of Directors regarding the nomination, compensation, etc., of directors and executive officers, the Company has established the Director Nomination & Compensation 5 times• Proposal of candidates for directors and corporate auditors and appointment of executive officers• Revisions to the internal rules of the Director Nomination & Compensation Committee• Examination of criteria for the appointment of directors and executive officers• Examination of criteria for officer compensation, evaluation process, etc.1 timeNumber of meetings in FY202328 times• Review of the medium-term business plan• Review of management issues• Review of the corporate governance structure• Proposal of director candidates, executive officers, Matters deliberatedetc.• Establishment of the Sustainability Procurement Policy and Guidelines• Decision on building a cable-laying vessel• Establishment of the Offshore Wind Division• Examination of takeover bids by major shareholders• Introduction of an interim dividend systemNumber of meetings in FY202319 times• Verification of the status of monitoring and supervising the Group’s internal control systems by the Board of Directors (with a majority of the members outside directors)Priority audit items• Understanding of the status of addressing impediments to achieving the planned consolidated financial results• Verification of management decisions by the Board of Directors concerning takeover bids by major shareholders• Attendance at meetings of the Board of Directors and other important meetings• On-site audits of the Company’s branch offices and Group companies• Exchange of opinions with representative directors, general managers of divisions, and officers in charge of the Corporate SectionDetails of activities• Exchange of opinions with the Audit Department and Legal Department• Interviews with the accounting auditor• Gathering of opinions from execution departments (irregularly)• Inspection of important documents for approval, etc.42
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