Basic Structure / System

Corporate Governance System

Our Corporate Philosophy is "to contribute to the development of society by providing sincere and high-quality marine transportation services". Based on this philosophy, the NS United Kaiun Group aims to answer to the mandate and the trust of each stakeholder including the shareholders and the clients through healthy and sustainable growth of our group while improving our corporate value in the medium and long term.

To make this possible, we systematically maintain our corporate governance system appropriate for our group business by regular and continuous maintenance and review on our business in the light of efficacy, soundness and transparency.

Basic Structure of Corporate Governance

Our Board of Directors, mainly formed by Directors highly knowledgeable of our business and management, makes decisions on our major business practices as well as our basic management policy. In addition, the Audit & Supervisory Board Members have strong authority and attend to the Board of Directors Meeting. Considering the effectiveness of auditing the Director's duty execution from the neutral and independent position in ensuring healthy and efficient management, we outsource the professional Audit & Supervisory Board.

To ensure good management, we have external auditors with rich knowledge and experience in each of the specific business fields as well as internal auditors with deep knowledge in our business. Under strong legal power, they cooperate appropriately with our Financial Auditor (Ernst & Young ShinNihon), internal Auditors and Auditors for each group in order to regularly audit professional practice of Directors and Executive Officers as well as our company's financial situation.

Furthermore, in order to enhance decision making and the management review system from the wider viewpoints in the Board of Directors, we have external board members with rich knowledge and experience in the fields, including business management.

In order to improve management transparency and to make our group's financial condition accountable to our stakeholders, we not only disclose our information based on regulations and financial instrument exchange conventions but also aim to actively, accurately and clearly disclose our financial and non-financial information at the appropriate timing.

Our Basic Policy on Information Disclosure and Dialogue with Shareholders and Investors

Under relevant laws and regulations, we maintain and appropriately manage our internal control system and aim to continuously improve this system in order to enhance trustworthiness of our financial report, validity and the efficiency of our business management. To ensure our organization is healthy and transparent and to consolidate the internal control system, we have a compliance consultation desk being available for both our company staff and group staff to consult or report any issues.

Internal Control and Risk Management System

Under the Companies Act and the Ordinance for Enforcement of the Companies Act, the Basic Policy for Internal Control is decided at the Executive Board. Also, in compliance with Financial Instruments and Exchange Act, we have a system in place to ensure credibility of our financial report. We aim to further improve our system for internal control.

In addition, to manage CSR in case of any risk potential which may cause a critical impact on our business, we have the Code of Conduct for Risk Management which sets the basic risk management procedure.

Based on this Code, risks throughout our business practice are first investigated in the relevant section to analyze the risk and to explore the countermeasures. The risk management plan is then discussed and decided in the Executive Board and the Directors Board. In addition, a systematic review on each risk item and the risk management plan is carried out at the end of the year based on the 'Risk Item List'.

Organization Chart of the Relations of Each Section and Internal Control System

See the chart below for the relations between each sections and internal control.

Organization Chart Including the Management System of Internal Controls