Daifuku Report 2019

Environment, Society, GovernanceCorporate GovernanceDaifuku adopts a corporate officer system to accelerate management decision making on business execution and strengthen supervising functions of the Board of Directors.1144%99%Daifuku prepares a year-round schedule for Board meetings and agenda. The Company conducts a functioning operation by holding the meetings in a planned manner.Daifuku holds meetings among outside officers, representative directors, and full-time Audit & Supervisory Board members on a regular basis to leverage the outside officers to an effective advantage.The Daifuku Group strives to enhance its corporate governance with the aim of ensuring the sustained growth of the Group and creating its medium- to long-term corporate value.Principal initiativesDaifuku enhances its corporate governance framework by developing the Board of Directors of 11 members, including four outside directors, and the Audit & Supervisory Board consisting of five members, three of whom are elected from outside the Company. The Company believes that the management oversight/supervision system functions sufficiently through the close collaboration of the two Boards. In addition, the Company has introduced the corporate officer system to encourage rapid decision making on business execution. The Company acknowledges that a firm internal control system will make corporate governance more workable, thereby leading to enhanced corporate credibility in addition to efficient and effective operations, and will seek to ensure compliance with laws and regulations, risk management, secured assets, and credible financial reporting. As a guidepost for fulfilling its corporate governance, the Company has established the Daifuku Corporate Governance Guidelines based on Japan’s Corporate Governance Code.Number of directorsBoard meeting attendanceOutside officers rate(Directors, Audit & Supervisory Board members)The evolution of corporate governanceE Introduction of a corporate officer systemE Election of an outside directorE Addition of one outside director to make two in totalE Establishment of the Advisory Committee for nomination and remunerationE Establishment of Daifuku Corporate Governance GuidelinesE Formulation of independence standards of outside directors and outside members of the Audit & Supervisory BoardE Review of the appropriateness of cross-shareholdings and clarification of voting rights exercise standardsE Evaluation of the Board of Directors’ effectiveness and disclosure of the results overviewE Introduction of the Board Benefit Trust as a remuneration system linked to the resultsE Narrowing down the agenda items to be discussed by the Board of Directors to the important mattersE Acceleration of management decision making at its subsidiaries and clarification of their authority and responsibilitiesE Strengthening of training of directorsE Implementation of a perception studyE Evaluation of the Board of Directors’ effectiveness through an external organizationFY2011FY2012FY2016FY2014FY2017FY2018Enhancing corporate governanceE Review of the whistle-blowing systemE Establishment of the Pension Assets Management CommitteeE Addition of one outside director to make three in totalE Abolition of takeover defense measuresFY2019E Addition of one outside director to make four in totalE Establishment of Audit Officer position and the Audit DivisionE Formulation of the Group Code of Conduct44

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