I. Basic Policy on Corporate Governance and Basic Information on Capital Structure, Corporate Attributes and Other Matters
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 (the Company) 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 implementation of necessary measures as our top priorities to reach these goals.
B.Implementation of Practical Measures for 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 14 members and meets once per month or whenever necessary 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, including three outside auditors, and generally meets once every three months or whenever necessary.
The auditors attend important meetings, including Board of Directors 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 company directors 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 is comprised of 29 members, including 13 serving as directors, and generally meets once per month or whenever necessary. 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
| Ratio of Foreign Shareholders | Between 20% and 30% |
|---|
Principal Shareholders
| Name | Number of shares | Holdings (%) |
|---|---|---|
| The Master Trust Bank of Japan, Ltd. (Account in trust) | 99,936,000 | 9.40 |
| Asahi Mutual Life Insurance Company | 65,464,000 | 6.16 |
| Japan Trustee Services Bank, Ltd. (Account in trust) | 52,682,000 | 4.95 |
| NIPPONKOA Insurance Co., Ltd. | 50,294,850 | 4.73 |
| Mizuho Corporate Bank, Ltd. | 41,477,600 | 3.90 |
| Nippon Express Employee's shareholding Association | 32,434,615 | 3.05 |
| Japan Trustee Services Bank, Ltd. (Account in trust 4) | 22,897,000 | 2.15 |
| Mitsubishi Tokyo UFJ Bank, Ltd. | 20,554,080 | 1.93 |
| SSBT OD05 OMNIBUS ACCOUNT - TREATY CLIENTS | 18,012,400 | 1.69 |
| Japan Trustee Services Bank, Ltd. (Account in trust 9) | 17,031,000 | 1.60 |
| Majority Shareholder (excluding the parent company) | None |
|---|
| Parent Company | None |
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Supplemental Information
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3.Corporate Attributes
| Listed Stock Exchanges and Section | Tokyo, Osaka / First Section |
|---|---|
| Fiscal Year End | March |
| Industry Type | Land Transportation |
| (Consolidated) Number of Employees as of the Last Fiscal Year-end | Over 1000 |
| (Consolidated) Sales as of the Last Fiscal Year-end | Over 1 trillion yen |
| Number of Consolidated Subsidiaries as of the Last Fiscal Year-end | Between 100 and 300 |
4.Guidelines for Protecting Minority Shareholders in Transactions with Majority Shareholders
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5.Other Major Factors That Influence Corporate Governance
Nothing of note
