I. Basic Policy and Information on Corporate Governance
1.Basic Policy
A.Our Basic Policy on Corporate Governance
Recognizing the importance of reinforcing corporate governance, ensuring compliance and guaranteeing management transparency, Nippon Express has created a basic policy of speedy management through rapid decision-making and the clarification of responsibility. We regard the improvement of the management structure and the enforcement as one of our top priorities to enforce measures required to reach these goals.
B.Implementation of Practical Measures on Corporate Governance
Nippon Express is a company based on a Board of Auditors structure. In addition to the Board of Directors and Board of Auditors, our company has introduced a Board of Executive Officers with the goal of ensuring rapid decision-making and business execution.
The Board of Directors consists of 15 members as of June 28, 2007, and meets once per month or as needed to make important management decisions and to supervise business execution. Board members serve a one year term. This enables us to clarify the Board’s responsibilities for each fiscal year.
The Board of Auditors consists of four members as of June 28, 2007, including three external members, and generally meets once every three months or as needed.
The auditors attend important meetings, including Board meetings, where they offer their opinions from the viewpoint of objectivity and fairness on overall management as well as on individual matters. They also provide oversight of the Board members by inspecting the legality of business activities and the status of internal control. In addition, the auditors examine important documents, make visiting audits to major offices and inspect subsidiaries. They then report their results to the Board of Auditors and the Board of Directors, while checking the task enforcement of the Corporate Affairs Division.
The Board of Executive Officers comprises 27 members as of June 28, 2007, including 14 serving as directors, and generally meets once per month or as required. The officers communicate decisions and instructions made by the Board of Directors while reporting the business enforcement status and deliberating on important matters. Like the directors, they serve a one year term.
2.Capital Structure
Current Status of Foreign Shareholders
| Ratio of Foreign Shareholders | Between 20% and 30% |
|---|
Principal Shareholders
| Name | Number of shares | Holdings (%) |
|---|---|---|
| Asahi Mutual Life Insurance Company | 65,474,000 | 6.2 |
| The Chase Manhattan Bank, NA London | 56,236,380 | 5.3 |
| Mizuho Bank, Ltd. | 51,766,017 | 4.9 |
| Nipponkoa Insurance Co., Ltd. | 50,294,850 | 4.7 |
| The Master Trust Bank of Japan, Ltd. (Account in trust) | 44,706,000 | 4.2 |
| Japan Trustee Service Bank, Ltd. (Account in trust) | 43,464,000 | 4.1 |
| Mizuho Corporate Bank, Ltd. | 41,477,600 | 3.9 |
| Japan Trustee Service Bank, Ltd. (Account in trust 4) | 32,976,000 | 3.1 |
| Nippon Express Employees’ shareholding Association | 23,252,615 | 2.2 |
| Mitsubishi Tokyo UFJ Bank, Ltd. | 20,554,080 | 1.9 |
3.Corporate Attribute
| Listed Exchange and Section | Tokyo Stock Exchange 1st Section, Osaka Stock Exchange 1st Section |
|---|---|
| Fiscal Year end | March |
| Sector | Land Transportation |
| (Consolidated) Number of employees | Over 1000 |
| (Consolidated) Sales | Over 1 trillion yen |
| Parent Company | None |
| Number of subsidiaries | Between 100 and 300 |
4.Other major Factors to Influence our Corporate Governance
There is none to address.
