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Governance
Corporate Governance and Internal Control System

Basic Views on Corporate Governance

IHI Corporation defines corporate governance as a system that assures sustainable growth and maximization of corporate value by enhancing management efficiency so that IHI Corporation can leverage its innate capabilities to the fullest extent possible.
To achieve this, IHI Corporation targets efficient and appropriate internal decision-making by clearly separating management monitoring and supervisory functions from functions related to their execution of duties. Furthermore, by establishing the relevant internal rules and building a system to administer them, IHI ensures appropriate operations across the entire Group.
IHI Corporation promotes constant improvement of its corporate governance, aiming to earn the trust and support of its shareholders and other stakeholders over the long term.

Basic Policies on Enhancing Corporate Governance

IHI Corporation will work to enhance its corporate governance in line with the following basic policies.

  • ① Respect shareholders’ rights and ensure equal treatment
  • ② Strive to cooperate appropriately with shareholders and other stakeholders
  • ③ Fulfill our responsibility to be accountable to stakeholders and ensure transparency by appropriately and proactively disclosing information relating to the Company
  • ④ Clarify the roles and responsibilities of the Board of Directors, the corporate auditors and the Board of Corporate Auditors to enable them to adequately fulfill their management monitoring and supervisory functions
  • ⑤ Conduct constructive dialogue with shareholders who have investment policies according with the medium- to long-term interests of shareholders

Corporate Governance Measures

(1) Establishment of the Nomination Advisory Committee

On June 25, 2015, we established the Nomination Advisory Committee consisting of volunteers from the Board of Directors. It aims to improve corporate governance by strengthening the independence, objectivity and accountability of the Board of Directors when choosing top management, executive officers and candidates for director and auditor positions.

(2) Number of outside directors increased

The number of outside directors was increased from two to three as of June 25, 2015, to further reinforce corporate governance.

■Corporate Governance Management Structure

As of July 1 , 2016

Corporate Governance System

(1) Board of Directors

The Board of Directors, which consists of 13 directors (3 from outside), makes decisions related to all important matters concerning the management of the IHI Corporation and the Group, in addition to supervising directors in their business execution.

(2) Board of Corporate Auditors

IHI Corporation has a Board of Corporate Auditors which comprises 5 corporate auditors (3 from outside) who audit the duties executed by directors.

(3) Business execution framework

IHI Corporation has an executive officer system to facilitate and strengthen the decision-making and supervisory functions of the Board of Directors, as well as to improve the efficiency of business operations. Appointed by resolution of the Board of Directors, there are 25 executive officers, 5 of whom concurrently serve as directors.

(4) Compensation Advisory Committee

To ensure that directors and corporate auditors are remunerated appropriately, IHI Corporation established the Compensation Advisory Committee as a voluntary committee, consisting of 6 members: 3 outside directors, 1 outside corporate auditors, a director responsible for human resources, and a director responsible for finance and accounting. The chair of the Committee is an outside director.

(5) Nomination Advisory Committee

Additionally, IHI Corporation established a Nomination Advisory Committee, to supervise the nomination of candidates for directors and corporate auditors by the representative director, checking that such appointments are conducted appropriately, and to offer related advice, among other purposes. The Committee consists of 5 members: the President and Representative Director, the Chief Executive Officer and 3 outside directors. , and the President and Representative Director serves as chair.

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