Corporate GovernanceIn conducting our business activities, we recognize that fair

Both guarantee the objectivity and transparency of decision-practices in compliance with laws and corporate ethics are ourmaking processes.

corporate social responsibility, and we recognize corporate

YMFG has adopted an audit and supervisory committee

governance as an important management priority. Basedsystem. The Audit and Supervisory Committee comprises threeon this understanding, we endeavor to raise our level ofdirectors, of whom two are outside directors. In principle, thesoundness, enhance corporate value, boost transparency andcommittee meets monthly to audit the execution of operations

reinforce our corporate governance structure.

by directors, configure, audit and verify the operation ofThe Board of Directors, consisting of nine directors

internal control systems at YMFG and its subsidiaries, and(including three outside directors), makes decisions about

prepare audit reports. Committee members, centering onimportant matters related to the Group’s management andoutside directors, exercise the right to decide on the content

supervises the directors. The Board of Directors meeting isof proposals made by the Board of Directors for submission

held once a month in principle and is presided over by theto the General Meeting of Shareholders with regard topresident. Materials for discussion are sent to the outside

the selection, appointment, or decision not to reappoint

director beforehand so the director can gain a comprehensive

accounting auditors, thereby supervising the execution ofunderstanding of the subjects up for discussion and can state

operations by directors.

his/her opinions from a neutral standpoint. The Nomination

The Group Compliance Committee, the Group AssetCommittee discusses matters related to the appointment andand Liability Management Committee and Groupdismissal of directors, and the Compensation Committee

Operational Risk Management Committee discuss important

discusses matters related to the compensation of the directors.

management issues.

YMFG Corporate Governance Structure
YMFG (Company with an Audit and Supervisory Committee)
General Meeting of Stockholders
Appointment/Dismissal(including 2 outside directors)

Audit(Legality and adequacy)

Cooperation
ReportAuditors and SupervisoryCommittee Office

9 Directors(including 3 outside directors)

Accounting Auditor
Appointment
Accounting Audit

Appointment/DismissalSupervision

CommandAudit and Inspection Dept. Report

Compensation
Committee

Reports andRecommendation

Internal Audit

Nomination
Committee(Voluntary advisory body)PresidentGroup ALM Committee

Business Execution Structure

Designated Board Members

Group Compliance Committee(Executive directors)
CommandGroup Operational Risk Management Committee
ReportAppointment/Dismissal

Board of Directors

Audit and Supervisory Committee
3 Members

Appointment/Dismissal

Cooperation

Policy Indication/Plan Approval

Operation Departments

Yamaguchi Bank

Momiji Bank

Kitakyushu Bank

YM Securities Izutsuya Withcard, YM Consulting, YM Lease, Sanyu, Yamagin Card Holdings, Yamagin Card, Yamagin CreditGuarantee, Momiji Estate, Kitakyushu Economics Institute, YM Saison, Yamaguchi Capital, Momiji Card

Company with an audit and supervisory committee

YMFG Board of Directors and Corporate Auditors (As of July 1, 2015)
President

Director

Senior Managing Director

Director

Mitsuhiro Hirozane

Fumio Nosaka

Takeshi Yoshimura

Senior Managing Director

Director

Director
Audit and Supervisory Committee Member

Hiroaki Tamura*

Koichi Fukuda

Toshio Kato

Hirohide Umemoto

Director
Audit and Supervisory Committee Member

Kazuo Tsukuda*

Director
Audit and Supervisory Committee Member

Michiaki Kunimasa** Hiroaki Tamura, Kazuo Tsukuda and Michiaki Kunimasa are outside directors under Article 15 of Section 2 of the Companies Act.

YMFG Annual Report 201514