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Corporate GovernanceFundamental Approach toward Corporate Governance
JASDEC’s corporate philosophy positions users, including investors, issuers and market intermediaries, as the main
focus of our business operations. Our shares are owned by institutions from the Japanese financial industry, many ofwhich are also participants in our services. We aim to provide user-oriented services, while responding appropriately
to environmental and structural changes affecting financial and capital markets in Japan and overseas, through agovernance structure centered on our participant shareholders, and through frameworks that fully reflect participant
needs. By establishing Advisory Committees made up of stakeholders, especially participants, we ensure that theviews of stakeholders are fully reflected in our business operations and the development of our systems.

Adopting the Structure of a Company with Nominating Committee, etc.
JASDEC is organizationally structured as a company with a nominating committee, etc. This structure provides a clear
demarcation between management supervision functions and executive functions, as required under the Companies
Act, and reflects internationally recommended principles and practices. By making full use of lawfully designatedcommittees and other bodies, on which external directors hold the majority of seats, we ensure the transparency andfairness of decision-making processes and improve the effectiveness of management supervision functions. To ensure
timely and efficient operational management, the board of directors delegate operational decision-making functions toexecutive officers.

Corporate Governance Framework

Shareholders’ Meeting

Board of Directors
The majority shall be representative of shareholders orindependent members, while the others representing
executive officersSupervision

Nominating
Committee

Determining proposals for shareholders meeting regarding
the appointment and dismissal of directors, etc.

Compensation
Committee

Determining the amount of remuneration for individual
directors and executive officers.

Audit
Committee

Auditing execution of duties by directors and executiveofficers. Preparing audit reports.

Audit Committee
OfficeExecutiveBoard

CEOExecutive Officers

Execution ofOperations

Risk
Committee

Advising the board of directors on comprehensive risk
management activities of JASDEC and its subsidiary.

Advisory
Committees

Advising executive officers on various issues
regarding the execution of operations.

CRO

Integrated Risk
Management Council
Internal Audit OfficeBusiness Groups

Supporting Audit Committee’s activities.

Risk ManagementDepartment

Annual Report 2015

Promoting comprehensive risk
management activities.

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CORPORATE GOVERNANCE

Management Supervision Structure• Compensation Committee
The Compensation Committee sets policies on the• Board of Directors

determination of the amount of remuneration, etc., for

The Board of Directors determines fundamental

executive officers and directors. The committee also

management policies, including medium-term

decides on the individual remuneration awarded tomanagement plans, and monitors progress under those

executive officers and directors.

policies. The Board of Directors also makes decisions
on important aspects of management, including• Audit Committee

the appointment and dismissal of members of each

The Audit Committee audits and reports on thecommittee, executive officers, and representative executive

performance of duties by directors and executive officers.

officers. It also supervises executive officers, etc., in
the performance of their duties from a position that is• Risk Committee

independent from operational executive functions.

The majority of the Risk Committee comprises persons

Our commitment to user-oriented business operations

who are not involved in operational executive functions

and the public good is reflected in the fact that a majority

within the JASDEC Group. The Risk Committee advisesof the Board of Directors are external directors whoand supports the Board of Directors about all aspects ofare participant shareholders. The other members arerisks affecting the JASDEC Group.

independent directors, who have no relationship with

Business Execution Structure

JASDEC, and directors who concurrently serve asexecutive officers.
External directors who are participant shareholders• Executive Board

are in principle appointed from major shareholders based

The Executive Board, comprising all executive officers,

on the frequency with which they use our systems.

deliberates and makes decisions on important aspects ofIn accordance with this policy, the Board of Directors

operational executive functions under the supervision of theconsists of eight external directors chosen from participant

Board of Directors.
The allocation of executive officer duties is decided withshareholders, three independent directors and twodue consideration given to maintaining mutual supervision

directors who concurrently serve as executive officers.

of business groups and ensuring the independence ofinternal auditing and overall risk management.

• Nominating Committee
The Nominating Committee, in addition to determining thecontent of proposals submitted to the general meeting• Advisory Committeesof shareholders concerning the appointment or dismissal

Advisory Committees, which consist of participants andof directors, also promotes sound corporate governanceother stakeholders, are established to provide advice

by deciding on the appointment and dismissal criteria forand opinion regarding the matters of business operations

directors and executive officers and by confirming theto executive officers as requested or otherwise deemed

content of proposals submitted to the board concerning

necessary.

matters such as the selection of representative executive
officers, the appointment and dismissal of executive
officers, and the allocation of executive officer duties.

Annual Report 2015