Corporate Governance

Basic Ideas on Corporate Governance

The NLM Group adopts a pure holding company structure and conducts business activities under the holding company, Nippon Light Metal Holdings Co., Ltd. (the Company). The Company strives to increase corporate value by formulating and adopting group-wide strategies, allocating management resources strategically, overseeing the management of industrial companies, and thereby ensuring sustainable growth and improved competitiveness.

Since the Company adopts the officer system, we have only 9 directors (including four independent outside Directors and five outside Directors), which allows us to hold Board of Directors meetings in a flexible and efficient manner and have fruitful discussions. The term of office for directors and that for officers are set at one year so as to define their mission and responsibilities more clearly.

The Company adopts the auditor system and currently has five auditors (including three independent outside auditors), who together constitute the Board of Auditors. Among other duties, these auditors attend to important meetings of the Company, including Board of Directors meetings, in accordance with the Auditing Standards for Statutory Auditors and in compliance with audit policies and audit plans. As an independent organization playing a key role in corporate governance, the Board of Auditors ensures that the performance of duties by directors is monitored.

Internal Control Systems

The Company develops and operates an internal control framework based on the Group's Basic Policies for Implementation of Internal Control Systems adopted by the Company's Board of Directors pursuant to the Companies Act of Japan. In addition, an internal control manager and a coordinator to support the internal control manager are appointed for each appropriate business unit to ensure that our efforts to address changes such as those in the business environment and management structure are properly implemented. Further, the status of the development and operation of internal controls is reported once every half-year period to the Board of Directors, under which instructions and guidance are given as necessary.

Risk Management

The NLM Group manages risks that could result in losses directly or indirectly to business strategies, business interruption or suspension, damage to its credibility or brand image, and other risks. Risks surrounding our businesses are categorized into strategic, financial, operational, and hazard risks, each of which is subject to policies and systems that are appropriate to the probability and impact of the risk.

The basic framework for managing risks of particular importance to the Group as a whole or to each business area is set out in the Group Risk Management Rules, and risks are identified through a process of identifying potential risks, followed by a probability assessment and an impact assessment. The Company develops risk management policies and systems, including contingency plans to address identified risks, and formulates annual plans for each risk and manages the risks in line with the plans.

The departments in charge of risk management for their respective areas consider their priority risks to be risks for the entire Group, and manage the risks so that they can mitigate and prevent the group-wide or individual risks, and implement the measures in the event of a contingency. The status of risk management at all Group companies is monitored through quality, environmental, labor, IT, and other audits conducted by the risk management departments, and reported by the risk management department to the President and CEO, who is the risk management officer, either on a case-by-case basis or in general, followed by a report to the Group Executive Committee and then to the Board of Directors once every half-year period.

Governance Structure Chart

（As of June 2024）

Corporate Governance Reports

Please click here to view our reports submitted to the Tokyo Stock Exchange in the PDF Format（Japanese）.

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