1. Basic Views on Corporate Governance

MTI’s key management priorities include the establishment of a sound and highly transparent management structure, and the creation of systems to support timely, appropriate decision-making in response to a changing business environment. One of the measures introduced with the aim of achieving these goals was the adoption of a oneyear term of office for directors. This has added a sense of urgency to the management environment, since directors are required to earn the confidence of shareholders every year. We are also working to strengthen and consolidate our compliance systems.

 In accordance with our IR policy, we provide timely and accurate disclosure of information including financial results and other key management data. We also emphasize two-way communication with all stakeholders to enhance management transparency and build relationships of trust with market participants.

2. Overview of Corporate Governance System

MTI is a company with a board of directors and Audit & Supervisory Board.

Members by institution
Title Name Board of Directors Audit & Supervisory
Board
Nomination and Remuneration
Committee
Management Meeting
President & CEO Toshihiro Maeta  
Executive vice president Hiroshi Izumi    
Executive vice president Minoru Takei    
Senior Managing Director Hiroshi Matsumoto    
Outside director Muzhi Zhou*      
Outside director Hikaru Yamamoto*    
Outside director Ryosuke Tsuchiya*      
Outside director Satoshi Fujita*    
Outside director Yoshinori Yokoyama*      
Outside auditor (Standing auditor) Yasuhiko Niwa*  
Outside auditor Kazuhiko Sakishima*  
Outside auditor Kazuko Ohya*  
Outside auditor Chie Kasahara*    

 ※1 Only directors are listed above.

 ※2 Mark “◎” describes a chairperson above.

 ※3 Mark “*” describes a independent director above.

 

Corporate Governance System
Corporate Governance Structure

 

(1) The tasks of the Board of Directors, which consists of four (4) internal directors (four (4) male internal directors)and five external directors(four male outside directors and one female outside director), are to make important management decisions and supervise directors in the performance of their duties. In addition to its regular monthly meetings, the Board also convenes extraordinary meetings as required.Outside directors, who have an independent position without any interest in the Company, have the duty of strengthening the supervisory function of the Board of Directors and raising the degree of neutrality and objectivity in management.There are four corporate auditors, including one standing auditor. All four (two male outside statutory auditors and two female outside statutory auditor)are currently external auditors. Their task is to strengthen the supervisory functions of management through activities including attendance at Board meetings and other important management meetings.

(2) A decision for an amount of compensation for directors is to be done by the directors’ meeting after deliberation by the compensation committee to increase transparency and objectivity.

(Independent Officers and the Reason for each appointment)
Name Reason for appointment
Outside director
Muzhi Zhou
Mr. Zhou has a broad knowledge of economics and has independence without any interest in the Company. We have appointed him as an independent officer based on our judgment that he is an appropriate person able to sufficiently fulfill the role of deciding the management policies and supervising the execution of operations of the Company.
Outside director
Hikaru Yamamoto
Ms. Yamamoto has a broad knowledge of marketing and consumer behavior and has independence without any interest in the Company. We have appointed her as an independent officer based on our judgment that she is an appropriate person able to sufficiently fulfill the role of deciding the management policies and supervising the execution of operations of the Company.
Outside director
Ryosuke Tsuchiya
Mr. Tsuchiya has a broad knowledge of medical, a wealth experience in organization management of medical institutions, and independence without any interest in the Company. We have appointed his as an independent officer based on our judgment that he is an appropriate person able to sufficiently fulfill the role of deciding the management policies and supervising the execution of operations of the Company.
Outside director
Satoshi Fujita
Mr. Fujita has a wealth of experience and extensive knowledge as a business manager. We have appointed him as an independent officer because we have judged that he is an appropriate person from the perspective of supervising whether the execution of duties of the directors of the Company is appropriate from an independent standpoint.
Outside director
Yoshinori Yokoyama
Mr. Yokoyama has a wealth of experience and extensive knowledge as a business manager. We have appointed him as an independent officer because we have judged that he is an appropriate person from the perspective of supervising whether the execution of duties of the directors of the Company is appropriate from an independent standpoint.
Outside auditor
(Standing auditor)
Yasuhiko Niwa
Mr. Niwa has considerable knowledge and a rich experience of finance and accounting. We have appointed him as an independent officer because we have judged that he is an appropriate person from the perspective of supervising whether the execution of duties of the directors of the Company is appropriate from an independent standpoint.
Outside auditor
Kazuhiko Sakishima
Mr. Sakishima has a wealth of experience and extensive knowledge as a business manager. We have appointed him as an independent officer because we have judged that he is an appropriate person from the perspective of supervising whether the execution of duties of the directors of the Company is appropriate from an independent standpoint.
Outside auditor
Kazuko Ohya
Ms. Ohya has a wealth of experience and extensive knowledge as a director and a statutory auditor, etc. of other companies. We have appointed her as an independent officer because we have judged that she is an appropriate person from the perspective of supervising whether the execution of duties of the directors of the Company is appropriate from an independent standpoint.
Outside auditor
Chie Kasahara
Ms. Kasahara has extensive experience and broad knowledge in overall corporate legal affairs as a lawyer. We have appointed her as an outside corporate auditor because we have judged that she is capable of auditing the execution of duties of our directors on the basis of her knowledge. In addition, we have appointed her as an independent officer because she is independent without an interest with the Company.

(3) To improve management efficiency and speed up decision-making, the Management Committee, consisting mainly of directors and operating officers, meets two or three times a month to discuss important operational matters. Decisions by the President and CEO are guided by these deliberations.

(4) The Internal Audit Department, which is under the direct jurisdiction of the President and CEO, formulates an internal audit plan each fiscal year and implements internal audits upon obtaining approval for the plan from the President and CEO. The Internal Audit Department is required to report the audit results to the President and CEO and to the Board of Directors and the Board of Statutory Auditors. Audited divisions are also notified of areas for improvement and the status of improvement is also verified.

(5) MTI has appointed Ernst & Young ShinNihon LLC as its independent auditor. The independent auditor helps to ensure a high standard of transparency and accuracy in the Company’s accounts by conducting regular audits and providing advice and verification on accounting matters. We have also retained outside experts on taxation and legal matters to provide advice as required.

Basic Policies for Internal Control System