Initiatives to Strengthen Governance

• Our Basic View on Corporate Governance
• Timely Disclosure System
• Internal Control
• Business management system

• Human rights initiatives
• Dialogue with shareholders and investors
• Principles Regarding Antisocial Forces

Corporate Governance

Our Basic View on Corporate Governance

To realize our basic management policy of obtaining the understanding and approval of our stakeholders such as our customers, business partners, employees, shareholders and society by continuously improving corporate value over time and creating innovative services, the Company is implementing a variety of initiatives to improve and strengthen our corporate governance in recognition of the enormous importance of enhancing management transparency and bolstering management supervisory functions to attain business objectives.

Corporate Governance Structure

Basis for Corporate Governance System Selection

Credit Saison (the Company) has adopted the Audit & Supervisory Board (the “ASB”) model, with the ASB members. The Company has established the Board of Directors, the ASB, and the accounting auditor as the corporate’s organization. To ensure we retain the confidence of our shareholders and other investors, we strive to improve and strengthen corporate governance by nominating outside directors and the outside ASB members. The Board of Directors and Nomination & Remuneration Committee receive advice and recommendations from outside directors to ensure the appropriateness of business decision-making. This enables directors, who are well versed in business matters, to maintain and improve management efficiency. In addition, the ASB is strengthening its management oversight function by coordinating with directors, executive officers and others from the Internal Audit Office and the unit responsible for supervision of internal controls.
In March 2020, we reviewed the composition of the Board of Directors and introduced our executive officer system in order to further strengthen our corporate governance system through the separation of business execution and management oversight. Thus, we achieved more appropriate management and supervisory functions and establish an efficient business execution system.

1. Board of Directors

The Board of Directors consists of 12 Directors, including 4 independent outside Directors. Along with deciding operational execution with regards to important matters concerning management, the Board oversees the performance of duties by Directors. The Board discusses various proposals, monitors the status of business execution, and engages in active exchanges of opinions, including with outside directors, in order to ensure the effectiveness of decision-making and oversight. Outside directors provide useful advice and guidance on our management from objective and neutral perspectives.

2. Audit & Supervisory Board

The ASB consists of 3 ASB members, including 2 independent outside ASB members. It determines audit policy and matters concerning the execution of other duties by ASB members as well as compiling audit reports. Furthermore, in order to realize sustainable growth in corporate value, the Company has positioned the enhancement of corporate governance as an important management initiative, and the Company is working to achieve this by establishing an internal control system, strengthening our risk management system, ensuring thorough compliance, and creating mechanisms through diversity, equity and inclusion.

3. Nomination & Remuneration Committee

As an advisory body to the Board of Directors, the Nomination & Remuneration Committee is composed of Directors elected by the resolution of the Board of Directors. It is chaired by the representative Director, chairman CEO, and composed of 5 members, of which majority are independent outside Directors.
The Committee consults with the Board of Directors about matters related to the appointment and dismissal of directors and the formulation of remuneration policies for directors, deliberates them and submits reports about such matters to the Board of Directors.

Timely Disclosure System

The status of internal systems related to the timely disclosure of Company information is described below.

1. Basic approach to timely disclosure of Company information

2. Internal systems for timely disclosure of Company information

To ensure the completeness, appropriateness, and timeliness of information collection and disclosure, we set up an Information Disclosure Committee, which collects information on the Company and its affiliates (hereinafter, “Group Companies”), determines the necessity of information disclosure, and discusses variousrelevant documents based on the aforementioned Information Disclosure Rules.
The Information Disclosure Committee is chaired by the President or a person appointed by the President and consists of officers and employees from the Group Strategic Management Department, Corporate Planning Department, Treasury and Accounting Department, Corporate Risk Management Department, and the like. In addition, the Corporate Planning Department and the Treasury and Accounting Department have jointly established an Information Disclosure Committee Secretariat, into which Company information collected by each Committee member is channeled.
In principle, disclosure of information on Group Companies collected by Committee members is first discussed with the Information Disclosure Committee Secretariat, which decides whether or not to make proposals or reports to the Committee.
The Information Disclosure Committee discusses whether or not to make timely disclosures of information submitted to it, and also discusses materials to be disclosed and makes resolutions on disclosure, following which disclosure is made promptly according to established protocols.
Information that requires urgent disclosure is first deliberated and resolved at a meeting of the Emergency Information Disclosure Committee, held at the discretion of the chairman of the Information Disclosure Committee, then disclosed.
The Corporate Risk Management Department maintains and promotes disclosure controls, which are monitored by the Audit Department.

Corporate Governance Report

To realize our basic management policy of obtaining the understanding and approval of our stakeholders such as our customers, business partners, employees, shareholders and society by continuously improving corporate value over time and creating innovative services, the Company is implementing a variety of initiatives to improve and strengthen our corporate governance in recognition of the enormous importance of enhancing management transparency and bolstering management supervisory functions to attain business objectives.

Internal Control

Status of Internal Control Systems

1. Systems to Ensure Directors Perform Duties in Accordance with Laws and Articles(Companies Act, Article 362, paragraph (4), item (vi))

2. Systems for Managing and Storing Information on Performance of Duties by Directors(Regulation for Enforcement of the Companies Act, Article 100, paragraph (1), item (i))

3. Systems for Rules on Loss Risk Management and Other Matters(Regulation for Enforcement of the Companies Act, Article 100, paragraph (1), item (ii))

4. Systems to Ensure Directors Efficiently Perform Duties(Regulation for Enforcement of the Companies Act, Article 100, paragraph (1), item (iii))

5. Systems to Ensure Employees Perform Duties in Accordance with Laws and Articles(Regulation for Enforcement of the Companies Act, Article 100, paragraph (1), item (iv))

6. Systems to Ensure Operational Appropriateness for the Group from Parent to Subsidiaries(Regulation for Enforcement of the Companies Act, Article 100, paragraph (1), item (v))

7. Matters on Assistants to ASB Members Requiring Support in Performing Duties(Regulation for Enforcement of the Companies Act, Article 100, paragraph (3), item (i))

8. Matters Concerning Independence of Said Assistants from Directors, and Matters on Ensuring Effectiveness of ASB Member Instructions to Said Assistants(Regulation for Enforcement of the Companies Act, Article 100, paragraph (3), items (ii) and (iii))

9. Systems for Reporting to Parent ASB Members(Regulation for Enforcement of the Companies Act, Article 100, paragraph (3), item (iv))

10. Systems for Ensuring Whistleblowers Are Not Treated Unfairly for Reporting the Aforementioned Matters(Regulation for Enforcement of the Companies Act, Article 100, paragraph (3), item (v))

Status of Audits

Audits by ASB Members

The Company has an Audit & Supervisory Board (ASB) with four members （including 3 independent outside ASB members).
The Audit & Supervisory Board operates from the perspective of seeing whether the ways directors go about their duties are legal and proper throughout all company operations. It has stipulated audit policies and practices a wide range of audits accordingly, with the emphasis on elements such as stronger Group management and thorough comprehensive risk management.

Internal Audits

The Internal Audit Department, which performs an internal audit function, implements audits of internal controls, risk management, compliance etc. at the Company, including Group companies, and provides assessments and recommendations.
Regarding cooperation with public company accounting auditors, ASB members strive to strengthen cooperation through suitable exchanges of opinions such as receiving reports from PCA auditors on their audit results and audit policy.
Regarding cooperation with the Internal Audit Department, whenever the Internal Audit Department carries out an internal audit, ASB members are briefed on its audit policy and results. ASB members also direct investigations, providing instructions to the Internal Audit Department, which also when necessary serves as the secretariat for ASB members.
Regarding the maintenance of internal control systems, ASB members work to increase the effectiveness of audits, requesting briefings whenever necessary from the Corporate Planning Department, the unit responsible for supervision of internal controls. The Internal Audit Department briefs the public company accounting auditor on its audit results, internal audit policies and other such matters in an effort to cooperate with the PCA auditor at all times.
Regarding the maintenance and operation of internal controls involving financial reporting, based on internal audit results, the Corporate Risk Management Department strives to cooperate with the PCA auditor by briefing it on related matters and conducting investigations and exchanging opinions as necessary.

Business management system

Personal Relationships between Outside Directors, Outside Audit Board Members and the Company

The Company has four outside directors and two outside ASB members.

To ensure the appropriateness of management decision-making, our directors receive advice and recommendations from the four independent outside directors* who do not have any conflict of interest with general shareholders. This enables our directors, who are well versed in business matters, to maintain and improve management efficiency. We have also appointed two outside ASB members*, who are independent officers, to strengthen the management oversight function.

* Six outside directors and outside ASB members who meet the criteria for being an independent officer are designated as an “independent director” or an “independent ASB member.”

Material Relationship Disclosures of Outside Directors and Outside ASB Members

Initiatives to Enhance Corporate Governance

In order to keep improving our corporate value, we identify the enhancement of corporate governance as a key management initiative. To this end, we are improving our internal control systems, strengthening our risk management framework, and fully adhering to compliance requirements.

In establishing internal control systems, the Board of Directors decides on basic policies for such, with the aim of building systems that ensure appropriate and efficient operations mainly in the Corporate Planning Department, the unit responsible for overseeing internal controls. As for internal controls on financial reports, the Corporate Risk Management Department leads the way in promoting proper functioning of internal controls in the Company and at our consolidated Group companies and the Internal Audit Department carries out independent monitoring.

With regard to risk management, the Company strives to prevent eliciting risks and to minimize their impact on the Company with Risk Management Committee and the Risk Control Department, which serve as a hub for such striving. To be prepared for such occasions, the Company is making efforts to maintain its risk-management system by regularly training its employees, based on the principles of the “Risk Management Regulations,” “Regulations Regarding Management of Risk of Loss” and the “Crisis Management Regulations.” In addition to the above, with regard to matters inherent in our Company Group or control matters that involve serious risks, for domestic subsidiaries, the Group Strategic Management Department establishes and controls the matters, and for the overseas subsidiaries, the Global Management Department which is responsible for overall management of overseas affiliate subsidiaries gathers information and reports it to the Group Strategic Management Department. By the above, the Company oversees the status of business execution at each Group company and shares information with the departments in charge of each Group company.

As for our compliance system, our Compliance Committee have been established to ensure legal compliance, fairness, and ethical standards in our corporate activities. In addition to assigning compliance responsibilities to employees in each department, we issued a declaration on how the Company should conduct its activities and are strengthening our compliance system by making sure employees know about our compliance help desk, holding compliance training sessions, and distributing a pamphlet outlining rigorous adherence to the Company’s standards of conduct, which sets out how directors, executive officers, and employees should conduct themselves.

We will continue to study approaches to management that best suit the Credit Saison Group in light of global trends in corporate governance and our basic policies for ensuring the proper functioning of internal controls.

Human rights initiatives

Ending discrimination

The “Human Rights Policy” states that we comply with the many different laws relating to human rights in the countries in which we do business, We understand and support international norms such as the Universal Declaration of Human Rights, the International Bill of Human Rights and the ILO Declaration on Fundamental Principles and Rights at Work and we respect basic human rights. Also, our business activities are in accordance with the UN Guiding Principles on Business and Human Rights.
The "Standards of Conduct" states that we do not permit any discrimination or human rights violations based on gender, age, nationality, background, etc., and publicly announce that we will act fairly as standards of conduct.

Standards promotion system

To ensure compliance with laws, regulations, and internal rules in the execution of duties, the Compliance Committee organization with jurisdiction over compliance play a central role in thoroughly familiarizing employees with the various regulations and compliance systems through regular internal education. In the event that a violation pertaining to laws, regulations, the Articles of Incorporation, or internal rules is discovered, the Compliance Committee reports the case to the Board of Directors and the Board of Corporate Auditors without delay in order to quickly resolve the violation.
In addition, organization with jurisdiction over internal audit, in collaboration with the audit departments of subsidiaries, conducts audits as necessary, monitors the appropriateness of business execution, and has established an ”intra-group hotline” to serve as a contact point for reporting cases of violations of laws, regulations, or internal rules that are discovered. The whistleblower is protected, and efforts are made to resolve such violations as soon as possible and to ensure the appropriateness of the subsidiary's business activities.

Dialogue with shareholders and investors

We are aware of the importance of increasing constructive dialogues with shareholders and investors in order to attain continuous corporate growth and to improve corporate value over the medium and long terms. We have thus drawn up a policy of increasing the number of dialogues.

General Meeting of Shareholders

In order to ensure that shareholders have sufficient time to consider the agenda, we send out the convocation notice prior to the statutory date (at least two weeks prior to the date of the General Meeting of Shareholders) and publicize the notice on our website and TDnet.

Principles Regarding Antisocial Forces

• 1. The Company will not have any relationship with antisocial forces.
• 2. The Company will cooperate with external expert organizations and persons, including police, the Tokubouren (the special violence prevention association for the Tokyo metro area) and lawyers, and will deal with antisocial forces in an appropriate and systematic manner in order to prevent damage that may be inflicted by such forces.
• 3. The Company will not accept any unreasonable demand from antisocial forces, and will firmly deal with such forces and take legal actions.
• 4. The Company will not provide funds to or do back-door deals with antisocial forces.
• 5. The Company will ensure the safety of officers and employees who deal with unreasonable demands from antisocial forces.

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  Integrated Report
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  Corporate Information