Corporate Governance

Our Group strives to strengthen our corporate governance and to establish a sound management organization in order to continuously improve our corporate value and to pursue business efficiency while controlling various risks generated from various business activities for our stakeholders, in particular, shareholders, customers, partners and employees as well as our community, as our company survive and continuously grow.

(1) Overview of our management organization associated with our managerial decision making, business conduct, and internal control

MGP adopts Board of Auditors and is composed of various organizations under Board of Directors and Board of Auditors. The following are the outlines of our corporate governance system.

(2) Board of directors

Board of Directors is composed of 5 directors among which 2 are external board members. The Board basically holds a Board of Directors’ meeting every month and extraordinary board meetings on an as-needed basis. External board members provide appropriate guidance from their standpoint independent from the company in order to ensure fairness and transparency of the management. Articles of Incorporation define that the company shall not appoint more than 12 directors.

(3) Board of Auditors

We adopt Board of Auditors system, which is composed of 3 members including 2 external auditors (part-time). The Board holds a meeting every month. The auditors attend important meetings of the company such as Board of Directors meetings and Management Committee meetings and conducts Kansayaku auditing based on the policies and responsibilities established by the Board of Directors to monitor and audit business activities conducted by each director.

(4) Business Strategy Meeting

In order to achieve effective progress of the business, our Group holds a management committee which is presided by the Chairman and is composed of all the division heads, and required persons involved. The Business Strategy Meeting is held basically twice a month for reviewing and reporting of basic policy initiatives of Masterpiece Group and the issues associated with the conduct of business.

The organizations for internal auditing and Kansayaku auditing proactively exchange information by holding periodic meetings to ensure close coordination among auditors, and external auditing firm(s) in order to enhance the validity and the efficiency of auditing activities.