-
Preamble
Kolmar Holdings(hereinafter referred to as "this company") shall pursue permanent existence/progress through continuously securing stability and growth. This company shall create values beneficial to its customers, members and stockholders, shall perform a key role in enhancing the society/economy, and shall contribute to the happiness of humankind.
This company shall enhance the value of this company in a way continuously creating the value of the stockholders, shall contribute to the economic growth, and shall make progress along with society through creating social values. In addition, this company shall make efforts to demonstrate harmonized and balanced happiness among the concerned parties and shall take into consideration sustaining both the current happiness and future happiness in the long term.
This company shall be fully aware that it is important to establish a sound and transparent governance system to actualize such management philosophy. Therefore, this company shall pursue a top-level governance system by establishing the 'Kolmar Holdings Governance Charter' as follows.
[Article 1] Stockholders' Rights
① The stockholders shall have the basic rights as the stockholders based on the stockholder's right.
② Any matter bringing significant changes to the stockholder's right shall be determined by a resolution of the general meeting of stockholders in a way guaranteeing the stockholder's right to the utmost extent possible.
③ This company shall provide the stockholders with the date, location and agenda-related information of the general meeting of stockholders in a time sufficiently before the actual meeting, and the date and location of the general meeting of stockholders shall be determined in a way allowing as many stockholders as possible to participate in the meeting.
④ The stockholders shall be able to propose agendas to the general meeting of stockholders in accordance with the applicable law, and shall be able to question, and ask for the description of, the agendas at the general meeting of stockholders.
⑤ This company shall take into consideration ways for the stockholders to conveniently exercise their voting rights.
[Article 2] Fair Treatment of Stockholders
① A stockholder shall have 1 voting right per common stock he or she holds, and the essential rights of the stockholders shall not be infringed. In addition, limiting the voting right of a particular stockholder shall be strictly performed in accordance with the regulations determined by the law.
② The stockholders shall be able to timely, sufficiently and fairly provided with the required information from this company, and, even in the case where this company discloses information that this company is not obligated to publicly disclose, this company shall disclose such information fairly to all the stockholders.
③ The stockholders shall be protected from unfair internal transactions and self-dealing transactions made by other stockholders such as controlling stockholders.
[ Article 3] Stockholders' Responsibilities
① The stockholders shall be aware that exercising their voting rights may have an influence on company management, and shall make efforts to actively exercise their voting rights for this company to make progress.
② The controlling stockholders exercising influence on this company's management shall take actions from which this company and all the stockholders can benefit, and in the case where any action taken by the controlling stockholders causes damage to this company or other stockholders, the responsible controlling stockholders shall be held responsible for that action.
-
[Article 4 Function of Board of Directors]
① The board of directors shall function to make management decisions of this company as well as to supervise this company's management.
② The board of directors may delegate its authorities to the CEO or to its affiliated committee within the scope permitted by the related laws and by the articles of association of this company.
[Article 5 Organization of Board of Directors and Appointment of Directors]
① The board of directors shall be organized to have a size allowing effective and active discussion and decision-making processes, and the number of directors shall be sufficient to operate the committee affiliated to the board of directors.
② The board of directors include non-executive directors capable of functioning independently from the management and controlling stockholders, and the number of non-executive directors shall exceed the number required by the law to guarantee the independence of the board of directors.
③ The board of directors shall consist of directors with expertise capable of making contributions to this company's management, and the term of the appointed directors shall be guaranteed unless there are special reasons.
④ This company shall allow the stockholders to be given not only sufficient information about the director candidates, but also sufficient time prior to exercising their voting rights.
[Article 6 Non-executive Directors]
① The non-executive directors shall share no significant relation with this company in terms of contracts/transactions, and shall be able to make decisions independently from the management and controlling stockholders.
② In the process of selecting candidates for non-executive directors, the selection standards to be taken in to consideration shall be as follows: commitment, management mind, independence, social awareness, integrity, diversity, etc..
③ If necessary, the non-executive directors may make a request to this company to provide the information required for job performance, and this company shall sufficiently provide the non-executive directors with the information required for job performance.
④ If necessary, the non-executive directors may receive support from the executives/employees or from outside experts in accordance with the adequate procedures, and this company may cover the cost arising out of such action.
⑤ The non-executive director shall invest sufficient time in job performance.
[Article 7 Operation of Board of Directors]
① The board of directors meetings shall be divided into ordinary board of directors meeting and extraordinary board of directors meeting, and the number of ordinary board of directors meetings shall be determined in accordance with the regulations set by the board of directors, and the chairman of the board of directors shall be able to adjust the period.
② The extraordinary board of directors meetings shall be held on a frequent basis, if necessary.
③ To actively operate the board of directors, the board of directors' authorities, responsibilities, operating procedures, etc. shall be specified in detail in the 'regulations of the board of directors'.
④ This company shall prepare and maintain/store the minutes per meeting.
⑤ This company shall disclose each directors' attendance rate as well as each director's activity details such as his or her vote status(agree or disagree) involving important public notice target agendas.
⑥ If necessary, the directors may utilize remote communication means to participate in the board of directors meeting.
[Article 8 Committee]
① A committee consisting of an appropriate number of members may be installed and operated under the board of directors to perform particular functions and roles.
② Each committee's organization, operation and authorities shall be specified in detail in the applicable regulations.
③ Each committee shall be organized by taking into consideration each director's expertise, and each committee's expertise shall be utilized to review in advance the matters to be determined by the board of directors, and the results shall be reported to the board of directors.
[Article 9 Directors' Obligations]
① The directors shall perform their jobs by being committed to fulfilling their fiduciary duty. The directors shall make rational decisions by investing time and efforts based on sufficient information.
② The directors shall pursue results from which this company and stockholders can benefit the most, and shall not exercise their authorities to benefit themselves or 3rd parties.
③ The directors shall not expose this company's confidential information acquired in relation to job performance to the outside, and shall not use such confidential information to benefit themselves or 3rd parties.
[Article 10 Directors' Responsibilities]
① In the case where the directors violate the laws or the articles of association of this company, the directors may be held responsible to compensate this company for damages, and in the case where the directors are liable for bad intent or gross negligence, the directors may be held responsible to compensate 3rd parties for damages.
② In the case where the directors fulfilled their fiduciary duty in the process of making decisions, such decisions made by the directors shall be respected.
③ This company shall deal with the liability for damages that may occur in relation to job performance, and shall take out a liability insurance for directors at its own cost to recruit talented personnel as directors.
[Article 11 Evaluation and Compensation]
① The management's management activity details shall be fairly evaluated, and the management's remuneration and remuneration payment standards shall be publicly announced in accordance with the applicable laws.
② The directors' remuneration shall be processed within the scope approved by a resolution of the general meeting of stockholders.
-
[Article 12 Audit]
① This company shall appoint at least 1 auditor.
② The auditors shall audit the accounting records and business activities of this company in accordance with the applicable laws, with the articles of association of this company and with the regulations of the board of directors.
③ The auditors shall have free access to the information required for audit tasks, and, if necessary, may make a request for advice at this company's cost to outside organizations, experts, etc..
④ If necessary, the auditors may request for convocation of an extraordinary general meeting of stockholders or a board of directors meeting by submitting the purpose of and reason for convocation of such meeting in writing to the board of directors or to the person in charge of convocation.
[Article 13 External Auditors
① The external auditors shall be appointed by the external auditor appointment committee, and this company shall guarantee the actual independence of such committee.
② This company may have the external auditors attend the general meeting of stockholders, and, in the case where a stockholders asks a question about the audit report, this company may have the external auditors answer that question.
③ This company shall have the external auditors confirm whether or not the information periodically and publicly announced along with the audited financial statements includes any information that runs against the audit results.
④ This company shall have the external auditors make efforts to confirm whether or not any fraudulent or illegal action is taken within this company during the audit process.
⑤ This company shall have the external auditors take into consideration this company's continuation possibility in accordance with the requirements required by the applicable laws.
⑥ This company shall have the external auditors report to the auditors the important matters confirmed in the process of conducting the audit activities.
-
[Article 14 Protection of Concerned Parties' Rights]
① This company shall make efforts for the happiness of diverse concerned parties, shall heavily consider its social responsibilities, and shall make efforts to raise the economic values and social values at the same time.
② This company shall respect the rights of its members and shall make efforts to raise the quality of life of its members.
③ This company shall hold conference with its members in accordance with the regulations set by the applicable law, and shall make efforts to improve cooperation.
④ This company shall promote establishing fair market order, and shall make an attempt to contribute to the balanced development of national economy.
⑤ This company shall comply with the procedures for protection of creditors with respect to the mergers/acquisitions, capital reductions, demergers, etc. having a significant influence on the position of the creditors.
⑥ In the case where a concerned party is a stockholder, the rights as a concerned party and the rights as a stockholder shall be protected and exercised separately.
[Article 15 Ethical Management]
① This company shall establish the general principles of ethics and shall post them on the website.
② This company shall play a key role in social/economic growth by creating values beneficial to diverse concerned parties, and shall use the general principles of ethics as the judgment criteria for making decisions and taking actions in the process of conducting all the management activities to practice management that contributes to the happiness of humankind.
-
[Article 16 Public Notice]
① This company shall promptly announce the matters required to be publicly announced by the applicable law. In addition, this company shall publicly announce the matters that may have or have a significant influence on the decision-making process of the stockholders and concerned parties.
② This company shall timely and accurately announce the important decisions made other than the periodic notices.
③ This company shall make efforts to prepare the announcement details in an easy-to-use-and-understand manner.
④ This company shall designate the public notice manager and shall construct an internal information delivery system that enables this company's important information to be promptly delivered to the public notice manager.
⑤ This company's CEO and public notice manager shall certify the accuracy and integrity of the financial report.
[Article 17 Market for Corporate Control]
① Any actions that cause changes to the corporate control such as the acquisition, merger, demerger and transfer of this company shall be taken in accordance with the transparent and fair procedures.
② As far as the protection of management rights is concerned, the management rights shall not be protected in a way sacrificing the profits to be achieved by this company and its stockholders to maintain the management rights of certain stockholders or of the management.
③ This company shall allow stockholders who refuse to agree to change the important structures such as merger and business transfer to exercise their appraisal right based on the fair price reflecting the actual value of that share in accordance with the regulations specified in the applicable law.