Basic Policy and Framework

The EBARA Group has established the “EBARA Way,” composed of its “Founding Spirit,” “Corporate Philosophy” and the “EBARA Group CSR Policy” as the EBARA Group’s identity and set of values to be shared across the Group. Under the EBARA Way, EBARA upholds the enhancement of corporate value through sustainable business development and sharing the results with all stakeholders including shareholders as its most important management objectives. To achieve such objectives, the Company constantly seeks the best possible corporate governance and strives toward its further enhancement.

The EBARA Group has also established the “EBARA Corporate Governance Basic Policy,” and will endeavor to ensure the implementation of the basic policy and to further enhance its corporate governance.

The EBARA Group’s basic views on corporate governance are as follows.

1. The Company respects shareholders’ rights and is engaged in establishing an environment which enables shareholders to appropriately and effectively exercise their rights and ensures equality among shareholders. In addition, the Company establishes the IR Basic Policy and exchanges constructive dialogues with shareholders and investors to facilitate sustainable growth and medium- to long-term enhancement of corporate value.
2. The Company strives to co-create value with various stakeholders, including shareholders, customers, business partners, creditors, employees and local communities in an appropriate manner.
3. The Company strives to ensure management transparency through appropriate disclosure of its corporate information.
4. The Company has developed a governance system in which Independent Directors play important roles, and that is centered on Independent Directors and non-executive inside Directors who do not concurrently serve as Executive Officers. The Company has adopted the organizational form of a “Company with a Nomination Committee, etc.,” with a nomination committee, a compensation committee and an audit committee as statutory committees under the Board of Directors, to achieve clear separation between supervision and business execution in management.
5. The Company clearly stipulates expected roles and required qualifications and competencies for each Director, and strives to enhance effectiveness of the Board of Directors, etc. by utilizing them for selection of candidates and training for the Directors, etc.

In order to achieve a clear separation between supervision and execution, the Board of Directors adopts the "Company with the Nomination Committee,etc." system, which allows delegation of authority and responsibility for business execution to executive officers, minimizes the number of directors who concurrently serve as executive officers, and effectively utilizes non-executive directors (independent directors and inside directors who do not concurrently serve as executive officers).

The Board of Directors is composed of a majority of independent directors and is chaired by an independent outside director.

The Board of Directors is comprised mainly of independent directors, who conduct oversight with an outside independent perspective and a strong emphasis on objectivity, which strengthens supervision and ensures transparency.

The roles and responsibilities of the supervisory functions (Board of Directors) and executive functions are clearly determined and separate, allowing the executive organizations broad authority to be flexible and agile in business execution.

Independent directors meet prior to Board of Directors meetings to deepen understanding of agenda items, receive additional explanations by executive officers, or discuss certain agenda items in depth, increasing the quality of discussions at the Board of Directors meetings.

Around the turn of the century, the Company reacknowledged the importance and necessity of corporate governance systems. Since then, we have been introducing improvements to our governance systems in phases to facilitate the Company’s sustainable growth and fulfill its social responsibilities. We will continue to improve our governance systems as necessary to achieve further improvements and move them toward the ideal state in which the Board of Directors can fully exercise its functions.