CORPORATE GOVERNANCE

Basic Policy

Internal Control System

Daido Steel views corporate governance as one of the key

Risk Management Initiatives

issues for management in today’s rapidly changing business

Daido Steel emphasizes risk management and legal com­plianceenvironment. We strive to increase management efficiency,

in its management. Specifically, the Company has set out basic

accelerate and improve decision-making, and ensure manage-

points for risk management in the Risk ­Management Regulations.

ment transparency.

In addition, we have established a ­Corporate Risk Management

In addition to determining the Daido Steel Group ­Management
Philosophy and Guidelines, the Company has also establishedthe Daido Steel Corporate Code of Ethics to clarify its responsi-(CRM) Committee to discuss management of projected­upcoming and latent risks within the Group.
The Company has appointed a director who is responsible

bilities as a corporation that contributes to society. Throughfor the Company-wide supervision of risk management andthese measures, the ­Company endeavors to maintain itscompliance.

­foundation as a ­corporation that is open to society.

The Company has formulated regulations for emergency

Governance System

issue, with the purpose of promptly sharing information withDaido Steel uses an Audit & Supervisory Board system. By

concerned parties, speedy and smooth response to the issue,

using a system that supervises and oversees business execution

and minimizing the impact on business activities. The Company

through a Board of Directors, including three external directors,

disseminated the regulations to all employees and Group com-and an Audit & Supervisory Board, including two external Audit

panies while determining rules for emergency countermeasures& Supervisory Board members, Daido Steel enhances itsand contact systems with the Group companies. The Company­corporate governance, optimizes and accelerates decision­and Group companies also participate in Group CRM study

making and secures fair and ­transparent management.

sessions for information exchange and the study of auditing
techniques related to risk management, compliance, internalcontrols and other topics.

C O R P O R AT E G O V E R N A N C E

countermeasures in the event of a major accident or other

Efforts to Enhance Compliance
Daido Steel has established the Daido Steel Corporate Code ofEthics and the Daido Steel Code of Conduct, and works todisseminate them to all employees and Group companies. TheCompany also maintains a hotline for the purpose of consultation and reporting on compliance for employees in charge of risk
management and compliance, as well as directors in charge ofmanagement, divisions in charge, and outside attorneys.

Efforts to Ensure the Reliability of Financial Reporting
The Daido Steel Group prescribes the basic points for system
improvement and operation in the Internal Control Regulations
to ensure the reliability of financial reporting and enhance thelevel of response of the Company and Group companies toJ-SOX, and has established a CRM Committee.

13MECHANISM FOR BUSINESS EXECUTION, AUDIT, SUPERVISION AND INTERNAL CONTROL(As of June 26, 2019)

Shareholders’ Meeting
Election and dismissal

Election and dismissal

Election and dismissal

Audit &Supervisory Board
3 auditors including
2 external auditors

Board of Directors
10 directors including
3 external directors

AuditsMutualcooperation

President andChief Executive Officer

Accounting
Auditor(independent auditor)

Accounting audit

Deliberation ofimportant matters,etc.

Mutualcooperation
Corporate Risk
Management Department*

AuditsInternal Audit
Division

AuditsCommittees

Management Meeting
Executive Board

Business divisions

Internal audits

Risk ManagementDivision

CRM Committee,etc.

Advises and supports

Consults and reports

CORPORATE GOVERNANCE
OFFICERSGroup companies

14OFFICERSCHAIRPERSON OF THE
BOARD OF DIRECTORS,REPRESENTATIVEEXECUTIVE DIRECTORPRESIDENT & CEO,REPRESENTATIVEEXECUTIVE DIRECTOR

REPRESENTATIVE EXECUTIVE DIRECTORS,EXECUTIVE VICE PRESIDENTS

Tadashi Shimao

Takeshi Ishiguro

Tsukasa Nishimura

Kazuto Tachibana

DIRECTORS, MANAGINGEXECUTIVE OFFICERSDIRECTOR,EXECUTIVE OFFICERDIRECTORS (OUTSIDE DIRECTORS)Satoshi Yoshida

Akihito Kajita

Shuji Soma

Hajime Amano

Hitoshi Tanemura

Mutsuko Jinbo

MANAGING EXECUTIVE OFFICERSEXECUTIVE OFFICERS

Kazuhiko Hirabayashi

Hiroshi Matsui

Toshiaki Yamashita

Ikuo Sugie

AUDIT AND SUPERVISORY
BOARD MEMBERS

Yoshiaki Mori

Tetsuya Shimizu

Tadayuki Kashima

Hisashi Hirose

Susumu Shimura

Hirotaka Yoshinaga

Kazuhiro Toshimitsu

Tatsushi Iwata

Kiyoshi Mizutani

Takaaki Taketsuru

Yuji Noguchi

Tatsuya Ishihama

Kenji Matsuo