Corporate Governance

• 1. Suncall will respect shareholders’ rights and ensure equality.
• 2. Suncall will consider mutual interests with stakeholders and work together appropriately.
• 3. Suncall will appropriately disclose corporate information to ensure transparency.
• 4. The Board of Directors should clearly indicate the business topics and strategies,
  establish a risk management system and supervise business operations with an objective broad perspective, and exert leadership.
• 5. Suncall will listen to the shareholders’ opinions, provide opportunities where shareholders can learn about Suncall’s management policy,
  and work on establishing a system for reflecting them in management through constructive dialog.

Corporate Governance System

Suncall has, for the purpose of expediating decision-making in management matters and reinforcing the oversight ability of the Board of Directors, upon a decision of the 103rd Annual Shareholders’ Meeting held on June 24, 2020, transitioned into a company with an Audit and Supervisory Committee.

Board of Directors

The “Board of Directors” comprises seven Directors (excluding Directors who are Audit and Supervisory Committee Members) and four Directors who are Audit and Supervisory Committee Members (hereinafter “Audit and Supervisory Committee Members”), and the Regular Meeting of the Board of Directors is in principle held once per month, with an Emergency Meeting of the Board of Directors being held as the need arises. With the inclusion of the Executive Director, who is well versed in all aspects of the business and technology of Suncall, and Outside Directors, possessing both knowledge and management experience from other companies, the Board has increased its specialization, diversification, and objectivity. It is an organization intended to oversee the execution of business functions, the discussion of the management policy and medium-to-long term management plan, and the making of decisions regarding important matters such as strategic management judgments, and, by delegating some important matters such as organization and personnel to the Representative Director, its mobility and effectiveness have been increased.

Audit and Supervisory Committee

The “Audit and Supervisory Committee” comprises four Directors who are Audit and Supervisory Committee Members, including three Outside Directors, and utilizes the internal control system to conduct effective auditing of the Directors’ execution of their duties and the duty execution status of all aspects of management of the Group. In principle, the Regular Meeting of the Audit and Supervisory Committee is held once per month. In order to strengthen the auditing and oversight functions, two Full-time Audit and Supervisory Committee Members have been designated, and we are striving to strengthen the information gathering ability and to improve the auditing environment.

Nomination and Remuneration Advisory Committee

The “Nomination and Remuneration Advisory Committee” has as its purpose the strengthening of the independence, objectivity, and accountability of the functions of the Board of Directors with regard to the nomination and remuneration of Directors. It has been established as an advisory body for the Board of Directors and shall comprise at least three members with no less than half of the said members being Independent Outside Directors.

Management Conference

Suncall has implemented an Executive Officer system under which the management and executive functions are separated, thus raising the effectiveness of the Board of Directors’ function as an oversight body, while also establishing, through the Executive Officers, a “Management Conference” as the supreme business execution decision-making body. As an advisory body handling matters for which the Representative Director is delegated by the Board of Directors, as well as a decision-making body that makes decisions relating to important business, such as the approval of the management policy and management plan and judgment on individual important projects, it convenes once per month in principle and is chaired by the President and Executive Officer.

Independent Auditor

Suncall has concluded an auditing contract with the audit firm Deloitte Touche Tohmatsu LLC as our Independent Auditor, with whom we consult regularly regarding important accounting issues and internal control, in addition to receiving from them appropriate financial statement audits and internal control audits.

Internal Audit Office

The Internal Audit Office holds a position independent from the business execution unit, and verifies and evaluates all business activities. From the standpoint of compliance with laws and regulations and from a management perspective, the Internal Audit Office guarantees, and recommends improvements in, the efficiency of our internal control system, the relevance and level of achievement of our strategy formulation, the effectiveness and efficiency of our business, the security of our assets, and the reliability of our financial reports.

Corporate Governance System

Suncall has established and is operating a system that ensures that the execution of duties conforms to laws, regulations, and the articles of incorporation, a system for managing risks of loss, and a system that ensures the efficient execution of duties. Suncall understands that the improvement of the internal control system not only brings a wide range of advantages through streamlined operations and rationalization, but also strengthens the internal and external trust for the securities market and brings significant benefits to all of Suncall’s stakeholders. Suncall clearly defines the responsibilities and authorities and ensures transparency of operations through the standardization and documentation of business rules. At the same time, Suncall is dedicated to upgrading the corporate system to eliminate unauthorized or erroneous acts by use of IT.

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