Revised Corporate Governance Principles

October

26, 2001

Japan Corporate Governance Committee
Japan Corporate Governance ForumMessage from the Chairperson

A stock company is an organization that pursues the interests of all of its shareholders based upon
the investments and risks that they shoulder.

Companies exist in order to create value inundertaking projects using their management resources, such as labor and capital, and represent asystem that is made up of the cooperative efforts of many stakeholders.

A good company

maximizes the profits of its shareholders by efficiently creating value, and in the processcontributes to the creation of a more prosperous society by enriching the lives of its employees andimproving the welfare of its other stakeholders.

Top-quality governance is essential for a good company.

The Corporate Governance Committee(chaired by Tadao Suzuki), the predecessor of the Japan Corporate Governance Committee,
examined the state of corporate governance in Japan for two and a half years and, in May 1998
summarized the findings of its discussions in the Corporate Governance Principles.

These

Principles presented a model for companies to meet the challenges brought on by globalization.
Since that time, however, there have been a multitude of further changes, including a greater
understanding of corporate governance in Japan, the introduction of executive officers to separate
the functions of corporate boards and day-to-day management, new trends in the revision of theCommercial Code, and greater in the exercising of voting rights by institutional investors.

In

short, Japanese companies as well as the environment in which they operate have undergone a
dramatic transformation.

The Japan Corporate Governance Committee brings together the interdisciplinary interests ofscholars, journalists and economists who wish to reform corporate management.

In order to keep

abreast of these trends, the Committee held 31 meetings over the course of three years from
November 1998 to October 2001.

The Committee revised the first version of the Principles bysynthesizing these discussions, including the appointment of outside directors who are professors atnational universities and certain revisions to the Commercial Code.

These new Principles are part of a forward-thinking movement to improve Japanese corporate
policy and are the result of earnest and vigorous debate between the practical and academic sides ofthis topic. The Principles are based on the understanding that good governance will create a goodcompany and are the product of the participation and cooperation of members from a broadcross-section of disciplines, starting with Deputy Chairperson Tetsuo Suzuki, former Chairperson
Tadao Suzuki, as well as Hiroyuki Yanai, Takaaki Wakasugi, and Tatsuo Uemura, who shared the2task of writing the draft of these Principles.

It is our pleasure to present the Revised Corporate

Governance Principles, the further the development of sound corporate governance in Japan.

Yoshihiko Miyauchi

Chairperson, Japan Corporate Governance Committee

3Foreword - The Economic and Managerial Positioning ofCorporate Governance1.

Capitalism and the Stock Corporation System

Under capitalism, which is based on a system of private property ownership, private ownership is
recognized even in the production methods of companies, and companies are also recognized as
being owners.
The private property system is one

in which all property is recognized as being owned bysomeone who has the right to control that property, but who must also bear the responsibility for
any consequences of that control.
for better or worse.

The owner must bear responsibility for all such eventualities,

This is called ownership risk.

In a stock corporation system, theshareholders who provide capital and equity are recognized as owners from an economic point ofview, and are entrusted with the control, namely governance, of the company that they own.
Capitalism is premised on a free economy and therefore people have the freedom to establish
companies and undertake a variety of projects using companies.

This creates competition, andinherent in the activities of the company there is also some risk.

2.

The Role of Public Companies and the Board of Directors

Shareholders who have been charged with the responsibility of governance first determine acompany's objectives, and also the smaller goals that are milestones towards achieving theseobjectives.

Next, concrete policies are determined in order to realize the goals, and the company

uses its management resources to make these a reality. This is called corporate management.
The driving force behind the economies of advanced capitalist countries is, in general, the large
public stock corporation, which is owned by a multitude of shareholders.

Under this arrangement

where there is such a vast number of people having an ownership interest, it is essentially
impossible for the shareholders to directly manage the company.

Therefore, in the contemporarystock corporation system, the shareholders in general meeting appoint the directors of the company,
and the board of directors is entrusted with the management of the company.

The role of themeeting of the Board of Directors is to determine objectives for the company that will enable theaims of the shareholders to be achieved.

Under this stewardship, projects are undertaken andgoals are realized.

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3.

The Board of Directors as a Management Supervision Body

Based on the considerable experience of conducting a stock corporation system overmany years, it is now regarded as preferable for achieving the goals of the company
that the role of the executive managers and the directors, both of whom control the
management resources of the company, be separated.

In other words, the Board of

Directors performs the role of management supervision body, which specializes indetermining the direction that the executive managers should take, from the point ofview of the shareholders, while the executive managers as a management body devote
themselves to carrying out the business of the company.

This scheme exists because,in this situation where there are many shareholders who are outside the company, andinside directors within, it would be easy for the interests of the shareholders to beneglected.

4.

Regulations for the Shareholders

A company is the economic property of its shareholders.

Even where the shareholders have agovernance system in place, management practices that ignore economical or efficiency issues withrespect to the use of precious economic resources of the company will not be tolerated.

A fixedset of regulations is required by the shareholders, and in order to secure these, "transparency" is ofutmost importance.

As stocks are publicly listed on the market, it is desirable that the

management takes place under the watchful eye of the public.

These kinds of regulations are

particularly necessary for large-scale public companies.

5.

Independent Directors and Outside Directors

Even assuming that the shareholders abide by the company regulations, if the executive managers
who actually oversee the projects do not carry out management practices that reflect theseregulations, then the company cannot fulfill its role to society.

Therefore, we must understand theessence and significance of the stock corporation system, and recognize the importance ofindependent directors who can make decisions from the point of view of a shareholder of noble
spirit and profound insight.

Increasingly we are seeing this method of management by the

executive officers under the stewardship of the independent directors.

The directors to whom welook to perform the role of independent directors are so-called outside directors.

6. Discharge of Duties and Accountability
The shareholders enter into a contractual relationship with the executive managers,5

who are entrusted with the management of the company, and it is through theseobligations that the discipline by the shareholders is imposed on the executive
managers.

The executive managers, in turn, have a duty to prove that they are

fulfilling the duties entrusted to them by the shareholders.

This is calledaccountability.
The board of directors supervises the executive managers to confirm that they are properly
performing their duties.

However, outside directors who are external to the company and may notreceive all information, cannot therefore fully monitor the executive managers.

If, however,stricter rules are imposed on executive managers in order to compensate for this fact, they will be
deprived of a necessary degree of freedom and inefficiencies in the company may result instead.

7.

Significance of Incentive Compensation

The executive managers are therefore expected to have some autonomy.

In a prosperous andliberal company, rather than putting restraints on the executive managers through laws andregulations, it is more effective to put in place a scheme where the executive managers strive toreach the objectives of the shareholders.

An example of such a scheme, in which the executive

managers share with the shareholders in the concept of risk and return, is the performance-based
compensation system.

Specifically, in this system, compensation is linked to the long-term

performance of the company and may include stock options, the value of which moves with thecompany’s share price.
In order to attain the objectives of the shareholders in a modern-day company that has valuable
human resources, the diligence and hard work of not only the executive managers but also theemployees is essential.

That is why a performance-based compensation system that responds tothe performance of the company is also adopted for company employees.

This type ofcompensation system, which responds to the performance of the company, is of significance to theshareholders because it offers incentives to extract the best efforts from executive managers andemployees, and is therefore referred to an incentive system. Although, it is believed that thelarger the incentive, the greater the result, if too much incentive compensation is paid out, then thescheme will lose its merit for the shareholders.

Therefore, the establishment of an appropriatecompensation system is of the utmost importance from the perspective of the shareholders.

8.

The Essence of Supervision by the Board of Directors

The nature of supervision by a present-day board of directors, having independent
directors at the heart of its activities, is the undertaking of appropriate monitoringfrom the aspect of fulfilling the duties entrusted to them, while motivating the6executive managers and employees with an appropriate compensation system in orderto encourage independence. The balancing of this supervision (from the standpoint of
the shareholders) with management (the administration of the company’s business) iscalled governance.

The independent directors do not undertake any of the actual

business of supervision or in relation to compensation. These affairs are placed under
the care of internal audit and human resources divisions.

Governance, which is theprimary role of an independent director, is to ensure the introduction and correctfunctioning of the internal audit and compensation systems. For this reason, thisgovernance role can be performed by outside directors even through they may not befamiliar with the intimate details of the company or the industry.
In Japan, although there is a strong bias towards requesting managerial advice from outside
directors, this phenomenon is, at best, a secondary function, and managers and employees alike inJapan need to be reminded that the primary role of outside directors is that of governance.

9.

Function of the Board of Directors - Appointment and Dismissal of Executive
Managers and Risk Management

Another critical role that the board of directors needs to fulfill is the appointment and removal of
executive managers.

The board of directors must keep a close watch that the appropriate

personnel are appointed as executive managers and the results that they produce.

It is importantthat the supervision of officers is approached from a long-term perspective, as it takes a certain
length of time for the executive managers to produce results.

If it is determined, however, that an

executive manager is not up to the task, then the board of directors should promptly dismiss that
executive manager.

In order to efficiently undertake these tasks, it is preferable that the authority

for these functions of the board of directors be delegated to committees such as a Supervision
Committee, Compensation Committee and Appointment Committee.
Risk management is yet another vital role of the board of directors.

Risk management is theprotection against situations that may have significant adverse consequences for the interests of theshareholders, as well as implementing appropriate measures in order to mitigate any resulting
losses if such a situation were to arise.

It is said that risk management in Japan is not clearlydelineated and lacks a distinct foothold, yet at the very least it is necessary to ensure that executive
managers and employees in Japan are aware that risk management should be viewed from theperspective of controlling risks for the shareholders.

10. Market Principles Predicated upon the Stock Corporation System
There are many kinds of stakeholders in any company.
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When looked at from a differentperspective, rather than being seen as paying out incentives to the diversity of stakeholders that arenecessary for the company, the management of the company by the executive managers to achieve
the goals of the shareholders, also means undertaking transactions that will elicit contributions tothe company from the stakeholders.

A company is not able to exist until it is able to securetransactions with each of its stakeholders.
something that belongs to everyone.

Given that this is so, a company can be thought of as

Despite this, the reason that it is regarded as socially fair forthe shareholders to have the governance of the company is the premise that the shareholders will
carry out fair transactions with all the stakeholders.

Fair transactions are those which are based onmarket principles, which is yet another crucial principle of capitalism.

11. Significance of Disclosure
When a company is engaging in transactions with all of the stakeholders based on market
principles, and is realizing a sufficient profit for its shareholders (i.e. a return that matches the risk),
then the company can be said to be fulfilling its social obligations.

Disclosure is the provision of

information in order to secure future stakeholders and to let society know that the company isfulfilling its social obligations. It should be noted, however, that this disclosure is based on
accountability and differs from the ex post facto reporting of results to the shareholders by the
executive management.

12. Objectives of Executive Management - Creation of Shareholder Value
The objective of many shareholders of public companies is the long-term increase in the value of
their assets through their ownership of shares.

This is achieved through the continual increase inshare value, which creates value for the shareholders and the company.
When a corporation decides to make a capital investment, the profits of which are expected to
exceed the initial outlay, the share price of the company should rise based on those expectations, if
the share market is functioning effectively.
value.

This is the creation of shareholder value or company

If, however, after investment, the company does not actually meet the expectations, theinvestors will perceive this as a betrayal of their expectations, and the share value that once had
been on the rise will decrease.

In order to maintain the stock value, the executive managers must

integrate the company's human resources, assets and information such that the anticipated profits
can be realized. This is executive administration.

13.

Significance of Investor Relations

The creation of shareholder value lies in continually developing good investment opportunities, and8

in following through with these opportunities to realize anticipated profits.

The creation ofshareholder value is the very thing that the shareholders have entrusted to the executive managers,
and it is by doing this that the executive managers fulfill their obligations to the shareholders.
Given that the role of the executive managers is to increase the value of the company stock throughcreating and realizing good investment opportunities, the executive managers must be active inproviding information to the stock market.

Ultimately, however, this disclosure is based on

forecasted results, and so if the investors do not trust the executive managers, the value of the stock
will not rise regardless of how good the investment opportunity may be.
Therefore it is imperative for the executive managers, on a regular basis, to strive to communicate
with the shareholders, investors and other people related with the market, and to endeavor to create
and maintain a relationship of trust. This is called investor relations.

14.

Essence of Corporate Governance and Particular Characteristics of these
Principles

In any organization, not limited just to companies, the executive managers must carry out their roleof achieving the organization’s objectives in a responsible manner.

The issue for those who own

the organization, and who also have governance over it, is the mechanism by which that will be
pursued.
Corporate governance is a scheme for ensuring that the executive managers, who have been placedin charge of the company, fulfill their duties.

The building of a logical and efficient corporate

governance system is one of the main responsibilities of the shareholders.

It is believed that aninteraction, characterized by some tension, between the executive manager with the highest degree
responsibility (the CEO) and the outside directors who have received their mandate from theshareholders, will lead to the practice of good governance.

When compared to the enormous

power currently wielded by CEOs, however, awareness of the role of outside directors has yet tobecome commonplace, and so their status has not yet been established, which makes it difficult to
encourage any interaction.
These Principles therefore place a great deal of emphasis on the management supervision functionof the board of directors, in order to promote new and mutual reform for the outside directors andCEOs.

For this reason, the focus of these Principles has been placed on those who are under

supervision, while the significance of the executive management side centered around the CEO,has been given comparatively less coverage.

This in itself is proof that the CEO has the most

responsibility for the management of the company, which we have not covered in detail, as it isself-evident.

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We would like to emphasize once again that these corporate governance principles should bepracticed by directors, executive managers and shareholders.

10Revised Corporate Governance Principles

Chapter I Mission and Role of the Board of Directors

Principle 1: Position and Purpose of the Board of Directors
1. The board of directors is positioned as the management supervision bodyof the company.
2. The board of directors should supervise the management of the company
by the chief executive officer (CEO). The supervisory role of the board
is premised on the fact that the decisions of the management team
centered on the CEO will be evaluated by the securities market with theequity share market at its core.

Principle 2: Function and Powers of the Board of Directors
1. The matters to be decided by the board of directors should be limited to
management supervision matters, i.e. approval of high level strategic
decisions, nomination of candidates for director and executive positions,
appointment and removal of the CEO, review and setting ofmanagement salaries, general control of accounting and auditing, andother similar matters.
2. In addition to the matters prescribed by law to be decided by the board,in light of its role as a supervisory body, a requirement that the board
approve certain decisions of the CEO may also be provided for.

11Principle 3: Organization of the Board of Directors
1. The number of members in the board of directors should be set so as toallow for meaningful discussion, and accurate and prompt decision
making.
2. The board of directors should be comprised of outside directors (directors
who are not also executives or employees) and inside directors (directors
who are also executives or employees).
3. The majority of the board of directors should be comprised of outside
directors.

Annotation: [Principle 3.3]
Considering the situation in Japan, for the next 1 - 2 years, there should be aconcerted effort to appoint about half of the board as outside directors, and torecognize that the balance (again of roughly half) are performing the dual-role ofdirector and executive.

Principle 4: Outside Directors and their Independence
1. An outside director is someone who is not and has never been a full-time
director, executive, or employee of the company or its parent company,
subsidiaries or affiliates (collectively, the “Company etc.”).
2. An independent director is someone who can make decisions completely
independently from the managers of the Company etc., and therefore
necessarily does not hold any interest with respect to the company.
3. If companies exchange directors (interdirectorships), those directors
should be regarded as lacking independence.

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Annotation: [Principle 4.2]:
If an independent director falls within any of the following categories, he or sheshould not be regarded as being an independent director. The re-appointmentof an independent director should not have any effect on his or her status as
independent.
(1)

A person who is or was a full-time director, executive or employee of thecompany, its parent, subsidiary or affiliate (“Company etc.”) or a relative of afull-time director or executive.

The standard for a relative’s “degree ofkinship” may be left to the discretion of each company (such as parent,
grandparent, child, grandchild or sibling).
(2)

A person who is currently providing legal, accounting, strategic or otherprofessional services to the Company etc. (including attorneys, accountants
and consultants).

(3)

A person who is currently a major client or trading partner of the Company etc.
(including officers of financial institutions that fall under that category).

Theinterpretation of “major” may be left to the discretion of each company.

Annotation: [Principle 4.3]
An “interdirectorship” is a situation where director (A) of Company A becomes a
director of Company B, and director (B) of Company B becomes a director ofCompany A.

Principle 5: The Role of the Leader of the Board of Directors
1. The leader of the board of directors should, as chairperson or leader ofthe meeting, which supervises the CEO and other executives, discharge
his or her duties from the standpoint of good corporate governance.

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Chapter II

Mission

and

Role

of

the

Committees

Established within the Board of Directors

Principle 6: Establishment and Composition of Committees
1. The board of directors should establish a nominating committee,
compensation committee and audit committee within the board. The
board may, if necessary, establish a litigation committee or any othercommittee for a specific purpose (a “special committee”), (each referred
to as a “Committee”).
2. Each Committee should consist of 3 or more directors.
3. The majority of directors on the nominating committee and thecompensation committee should be outside directors, and there should
be one or more independent directors. The majority of audit committee
members should be independent directors.
4. An outside director should be appointed as the chairperson of eachCommittee.

14Principle 7 Role of each Committee
1. The nominating committee should:(1) decide on candidates for directorships who meet certain pre-set
qualification criteria, and propose the removal of directors atshareholders’ meetings; and(2) propose appointment, removal and related matters with respect toexecutives. The CEO may submit requests or opinions to thenominating committee, or may attend meetings of the Committee topresent the requests or opinions.
2. The compensation committee should review the executive compensation
programs and of each director’s and executive’s compensation pursuant
to pre-set compensation principles. The objective of the compensation
programs is to motivate directors and executives to work diligently, andtherefore the compensation committee should respectfully review the
incentive plans, which should be designed in a fair and reasonable
manner. If the CEO decides to adopt incentive plans to employees,
the CEO should obtain the approval of the compensation committee.
3. The audit committee should organize the overall accounting and audit
functions, assess the audits conducted by certified public accountants,
appoint and discharge certified public accountants, evaluate and make
improvements to internal audit procedures and controls, and theinternal control environment, and be responsible for related tasks.
4. Special committees should be established to enable the company to deal
with situations that may significantly affect the interests ofshareholders, such as derivative lawsuits, takeover bids and otherserious matters.

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Chapter III

Leadership Responsibility of the CEO

Principle 8: The Role of the CEO
1. The CEO, while observing the law and the Articles of Incorporation andadjusting the interests of various stakeholders based on market
principles, should loyally carry out his or her duties in order to meet the
management goals of the company.
2. The CEO should, under the supervision of the board of directors, devise
high level management strategies, employ creative thinking, andmaximize the value of the company over the long term.
3. In addition to organizing a management team and achieving the above
objectives, the CEO should present plans regarding his or her successor
to the nominating committee on an annual basis.
4. The CEO should not be a member of the nominating, compensation or
audit committees .
5. The CEO should be responsible for making explanations to the board of
directors and each Committee.

Principle 9: Executive Management Committee
1. An executive management committee should be set up under the CEO.
2. The executive management committee should assist the CEO in
conducting all aspects of the business of the company.
3. Each company needs to be creative in setting the structure, authority
and responsibility of the executive management committee so as tofacilitate efficient executive decision-making.

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Chapter IV Addressing Shareholder Derivative Litigation

Principle 10:Litigation Committee
1. The litigation committee should assess whether to commence litigation
against directors or executives in respect of whom the company or theshareholders have made a claim, to hold them responsible for theirconduct. When making this judgment, the committee should broadly
consider whether the conduct of the director can be regarded as having
been performed in the implementation of a decision made by thecompany as a whole, whether appropriate sanctions have already beentaken against the director, and whether or not the shareholders’ requests
are fair.
2. The litigation committee can be a permanent committee or a temporarycommittee.
3. The majority of members of the litigation committee should be
independent directors. None of the members of the committee should
be in a relationship of interest with the directors or executives that are
the subject of litigation.

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Chapter V

Securing Fairness and Transparency for
Executive Management

Principle 11: Internal Control
1. In addition to ensuring the effectiveness of the internal audit and controlof the company through the board of directors, various committees,certified public accountants, and a management audit department andrelated bodies, the CEO should realize a proper governance system,
which provides for adequate internal control.
2. The audit committee should evaluate the CEO’s policies forstrengthening internal audit and control.
3. The CEO should prepare an annual report on the state of internal audit
and control, and include that report in the business report and the
securities report, and it is desirable that the report be audited by acertified public accountant.

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Principle 12:Disclosure
1. The CEO should endeavor to promptly disclose any information which
will influence the company stock price so as to ensure that price reflects
its fair value, and should immediately notify the securities exchange ormake the information public by other appropriate means when suchinformation becomes available. At such times, measures should betaken so that important information is not selectively given to aparticular party.
2. The CEO should disclose information regularly and whenever necessary
in order to show shareholders, investors, employees, customers, andlocal communities, etc. that the corporation’s business affairs have been
efficient and fair.
3. The CEO should prepare and make public in-house administrative
protocols for announcing important information and for preventing
insider trading.

19Chapter VI Reporting

to

the

Shareholders

andCommunicating with Investors

Principle 13: General Meeting of Shareholders
1. The general meeting of shareholders is important because it provides anopportunity for those people who have invested in the company’s shares
to participate in the decision-making process of the company to a certain
extent, to take part in corporate governance, to obtain information about
the current state of the company by asking questions of the executives
and receiving their explanations, and to evaluate the qualifications andcapabilities of the executives through questions and answers.
2. The general meeting of shareholders also provides an opportunity for the
directors and executives to report to the shareholders on the company’s
achievements as the result of the performance of their respective duties.
The executive manager’s explanations to the shareholders, however,should not be limited to matters pertaining to corporate decisions andreports, but should be comprehensive and include all matters in generalthat are deemed relevant to the interests of shareholders.
3. If executives are unable to answer any question from an investor at thegeneral meeting of shareholders, a full and accurate answer should beforthcoming on the company’s web page within a fixed period of time.

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Principle 14 Investor Relations
1. Executives should be enthusiastic in meeting with analysts and otherpeople who provide information to investors and shareholders, and it isdesirable that these analysts and other such people convey to theinvestors and shareholders their assessment of the qualifications,capabilities, and vision of the executives. As information can be posted
simultaneously on the Internet, it is essential that measures are taken
to avoid any inequality arising among the investors and shareholders.

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JAPAN CORPORATE GOVERNANCE COMMITTEE
Chairperson:
Yoshihiko Miyauchi, Chairman and CEO, ORIX Corporation

Deputy Chairperson:
Tetsuo Suzuki, Honorary Chairman, HOYA Corporation

The Secretary-General:
Hiroyuki Yanai, Executive Director & COO, Japan Association of Corporate Directors

Members:
Masaharu Ikuta,

Chairman of the Board, Mitsui O.S.K. Lines, Ltd.

Tatsuo Uemura,

Professor, School of Law, Waseda University

Hiroshi Ogino,

Editorial Writer, The Asahi Shimbun Co.

Ariyoshi Okumura,

Board Governor, International Corporate Governance Network

Hideaki Kubori,

Attorney-at-Law, Representative Partner, Hibiya Park Law Offices

Tadao Suzuki,
Hirotaka Takeuchi,

President, Mercian Corporation
Dean, International Corporate Strategy, Graduate School,
Hitotsubashi University

Nobuo Tateishi,

Chairman, Omron Corporation

Mitsuaki Naito,

Chairman, The Sanwa Bank, Ltd.

Shigeyuki Maeda,

Professor, Social Sciences, University of Tsukuba

Koichi Minaguchi,

Advisor, Nomura Research Institute, Ltd.

Kazuo Mori,

Senior Staff Writer and Concurrently, Editorial Writer,
Nihon Keizai Shimbun, Inc.

Takaaki Wakasugi,

Professor, Faculty of Economics, Graduate School,
The University of Tokyo

Special Members:
Naohiko Abe,

General Manager of Tokyo Office, Towers Perrin

Shigeo Kagami,Partner, Heidrick & Struggles International, Inc.

Shigeru Kawahara,

Director, Partner, KPMG Peat Marwick

Secretary:
Masahiro Maruyama,

Chief Research Economist,
Central Research Institute of Electric Power Industry

22Comparison of the Revised Corporate Governance Rules
and the Old Version

The Corporate Governance Principles were presented after giving due consideration to
the current condition of Japanese companies and proposed a two-stage corporate
governance introduction.

Given the recent changes in both the domestic andinternational landscape, an appreciation for and understanding of corporate
governance has been sufficiently attained.

The Revised Corporate GovernancePrinciples are based on the model of genuine corporate governance.
with the old version is as follows:

Old Version
Revised Version
Accountability and Disclosure
Principle 1A

Principle 11, 12

Principle 2A

Principle 7, 11

Principle 3A

Principle 12

Principle 4A

Principle 8

Directors and the Board of Directors
Principle 5A

Principle 3

Principle 6A

Principle 3

Principle 7A

Principle 1

Principle 8B

Principle 4

Principle 9B

Principle 2, 6

Principle 10B

Principle 5

Auditor and Board of Auditors
Principle 11A

Principle -Principle 12A

Principle -Principle 13B

Principle 6, 7

General Meeting of the Shareholders
Principle 14A

Principle 13

Principle 15A

Principle 14

Principle 16B

Principle 13

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The relationshipAcknowledgement

Special thanks to Mori Sogo Law Offices, particularly E. Anthony Zaloom for their kind
support for translating this ‘principles’ into English.

Please direct inquiries to:
The Office of the Japan Corporate Governance Forum
405 Lions Mansion 5-29-22 Shiba, Minato-ku, Tokyo-to, 108-0014, Japan
Tel: +81-3-5765-7277
Fax: +81-3-5675-7280
E-mail: cgfj@acn.ne.jp
URL : http://www.jcgf.org/

Copyright 2001 “Revised Corporate Governance Principles,” Japan Corporate Governance Forum.
rights reserved, unauthorized reproduction strictly prohibited.

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