Governance

UT Group makes its basic policies of corporate governance (1) to carry out speedy decision making and respond to changes in a flexible, prompt manner from the viewpoint of“ responding to change in management in environment”; (2) to enrich a supervising function of management from a viewpoint of management transparency; (3) and to comply with laws and regulations and respect social ethics from a viewpoint of management soundness.
Under these policies, we aim for continuous enhancement from the perspectives of“ Protective Governance” in gaining trust from all shareholders and society and“ Aggressive Governance,” aiming to enhance corporate value through agile management.

Enhancing supervisory framework by having independent external directors

In order to ensure the transparency of our management and enhance our business supervisory functions, UT Group has appointed independent external directors who possess extensive business experience and have no vested interest in the company. At present, UT Group’s board of directors is comprised of four members, of whom three are independent external directors.
Furthermore, with the aim of clarifying the responsibilities of the directors and establishing a structure with an agile board of directors, the term for directors has been set as one year. The board of directors oversees the company’s management through holding meetings once a month as well as extraordinary meetings on an as-needed basis.

Supervision of operations and separation of execution of duties

In order to rapidly respond to the fast-changing business environment and further enhance our business supervisory functions, UT Group has introduced a delegated executive officer system. Executive officers are granted a set range of responsibilities and powers, with which they execute their duties in accordance with the basic policies and strategies determined by the board of directors.
Furthermore, at the weekly management meetings chaired by the president and representative director, executive officers report on the execution status of their duties and discuss urgent matters.

Board of Auditors and Internal Audit Room in collaboration in auditing

UT Group has introduced the Corporate Auditor System as we believe management execution is sufficiently supervised by the enhanced auditor system. At present, UT Group has four corporate auditors, of whom two are independent external directors. The auditors attend the Board of Directors meetings, management conferences and other important meetings, and supervise execution by directors. They also meet and discuss various matters with the President as needed, and exercise the auditing authority given lawfully to them.
Furthermore, UT Group Auditor Network Meeting has been established for understanding the audit status of the UT Group companies and information exchange for effective functioning of governance of the entire Group.
The Internal Audit Room has also been established to examine and evaluate appropriateness of the internal control system, including compliance and risk management of the entire group, and to report the results to the Board of Directors and auditors. The Board of Auditors cooperate with the Internal Audit Room to appropriately audit effectiveness of the status of governance and the internal control system of the entire group.

Corporate governance structure