Corporate Governance

Based on its management policy of maintaining a sound and proactive

The Board of Directors, consisting of nine directors (including threeenterprising spirit, YMFG aims for management transparency and fair,outside directors), makes decisions about important matters related toswift and bold decision-making that will lead to sustainable growth andthe Group’s management and supervises the directors. The Nomination

increases in corporate value over the medium to long term. To this end andCommittee discusses matters related to the appointment and dismissal

recognizing that creating an effective corporate governance system is anof directors, and the Compensation Committee discusses matters related

important management priority, on an ongoing basis we are pursuing theto the compensation of the directors. Both guarantee the objectivity andinitiatives described below to enhance our corporate governance.

transparency of decision-making processes.

i. We strive to ensure the rights of shareholders and create an environment

YMFG has adopted an audit and supervisory committee system. The

that facilitates the appropriate exercise of shareholders’ rights andAudit and Supervisory Committee comprises three directors, of whom two

substantive shareholder equality.

are outside directors. The committee audit the execution of operations byii. We cooperate closely with our principal stakeholders, including

directors, configure, audit and verify the operation of internal control systems

customers, the local community, shareholders and employees.

at YMFG and its subsidiaries, and prepare audit reports. By having the Auditiii. We diligently disclose important management-related information to ourand Supervisory Committee, which chiefly comprises outside directors, exercise

principal stakeholders.

its voting rights at Board of Directors meetings, we endeavor to reinforce its
auditing and supervisory function with respect to the Board of Directors andiv. We endeavor to ensure the effectiveness of the business execution

enhance the transparency and speed of the decision-making process.

supervisory and auditing function through the establishment of various

The Group Compliance Committee, the Group Asset and Liability

institutions, including the Board of Directors.

Management Committee and Group Operational Risk Managementv. We create systems to promote constructive dialogue in order to build

Committee discuss important management issues.

long-term relationships with shareholders.

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 Supervisory
Committee Office

9 Directors(including 3 outside directors)

Accounting Auditor
Appointment
Accounting Audit

Appointment/DismissalSupervision

Command

Audit 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 BankMomiji Bank

Kitakyushu Bank

YM Securities YM Lease, Izutsuya Withcard, YM Consulting, Kitakyushu Economics Institute, Sanyu, Momiji Estate, Yamagin Card, YM
Guarantee, YMFG Zone Planning, YM Asset Management, YM Life Planning, YM Saison, Yamaguchi Capital, Momiji Card

Company with an audit and supervisory committee

YMFG Board of Directors and Corporate Auditors (As of July 1, 2016)
President

Director

Chairman

Director

Susumu Fukuda

Koichi Fukuda

Mitsuru KatoSenior Managing Director

Director

Director
Audit and Supervisory Committee Member

Hiroaki Tamura*Takeshi Yoshimura

Hirohide Umemoto

Ichinari Koda

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 201614