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[交流] TWO

The basis of supervision and management is not solid. The division of power between Board and management is not clear. The managing director has too much power than the board. All major decisions such as choice of key personnel and merger expendi-ture are made by managing director but they are actually board's responsiblity.

   Board composition is unreasonable. There are 7 board members,5 out of whom are executive directors. It does not meet the requirements that the majority of Board members are independent directors. In addition,there are two directors who are General Manager's relatives,hindering independent decision-making by the Board.

   Appointment of the head of internal audit shall be approved by Audit committee,rather than specified by the General Manager.

   There is an issue of independence in the internal audit department.Main evidence: head of internal audit position should not be taken by the finace manager,which would compromise the independence of the internal audit department. Internal audit department should not report to General Manager but to the Audit Committee or the Board. Internal audit function should be independent from the extrenal auditors.

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