Corporate Governance

Our basic mindset on corporate governance

Our key initiative in ensuring transparency and compliance in our business management is to create an organizational structure that is able to quickly and flexibly respond to shifting business climates alongside our efforts to enhance our corporate governance as part of our ongoing efforts to reform our organization. Our corporate policy is to uphold our corporate philosophy, and to implement pan-corporate activities through different initiatives to make our corporate philosophy thoroughly known and established throughout our company.

Status of corporate governance initiatives (description of the functions of the board of directors, and the supervisory committee)

The board of directors

The board of directors at Voltage is made up of four directors (who are not members of the supervisory committee) and three directors who are members of the supervisory committee for a total of seven members, and is responsible for making corporate decisions, and overseeing and managing the execution of duties by directors. As a general rule, board of directors meetings are held once a month, but are also held expeditiously whenever the need arises.

The supervisory committee

The supervisory committee at Voltage is made up of three supervisory committee members. All members are outside directors. In accordance with the supervisory committee rules, members of the supervisory committee attend board of directors meetings and other important meetings, express their views as needed, and audit and oversee the execution of duties by directors by verifying the status of operations.
All members of the supervisory committee are equipped with an appreciable extent of expertise in finances and accounting, which they have acquired through their experiences as directors or auditors in major corporations.

Internal audits

As for internal audits at Voltage, audits of different organizations are carried out by the internal audit controller who belongs to the internal audit section and directly reports to the president (the internal audit controller is the sole member of the internal audit section). The internal audit controller works with and exchanges dialogues with the auditing officer and accounting officer regarding matters of internal controls to perform the audits; submits a report to the president on group audit results and areas that require improvement; and, based on this report, issues instructions for operational improvement to managers of different groups and departments. Managers at these groups and departments subsequently issue an improvement status report to the internal audit controller, and, based on this report, the internal audit controller issues an improvement status verification report that details the status of improvements to the president.