Basic Thinking on Corporate Governance

The Samty Group considers the strengthening of corporate governance as a key management issue to ensure continuous development and become a company that earns the trust of society, with a high level of management soundness and transparency. The Group will strive to continuously improve corporate governance based on the principles of the Corporate Governance Code, by building an organizational structure that enables timely and accurate information disclosure, strengthening information management systems, ensuring compliance with laws and regulations, and utilizing independent outside directors.

Corporate Governance Structure

The Company has chosen to establish an Audit and Supervisory Committee as part of its organizational design. Through this corporate governance structure, which includes the Board of Directors that supervises the execution of duties by directors and the Audit and Supervisory Committee that audits the execution of duties by directors, the Company aims to improve transparency and fairness in management, while enabling speedy decision-making.

The Nomination and Renumeration Committee and the Audit and Supervisory Committee

To enhance management transparency and further strengthen corporate governance, the Company has established the Nomination and Renumeration Committee composed of a majority of outside directors (four independent outside directors and one inside director). This Committee is responsible for advising and assisting the Board of Directors in the selection and appointment of directors, taking into consideration diversity and skill sets. Renumeration for directors is determined by the Board of Directors based on the Committee's discussions.

The Audit and Supervisory Committee is responsible for auditing the decision-making process of the Board of Directors and the status of business execution by directors. In order to monitor the execution of duties by directors from an objective and neutral standpoint, all members of the Committee are outside members. The Company has established a system that allows the Committee members to stay abreast of important management matters, key issues related to compliance and risk management, and other matters through activities such as attending and reviewing minutes of important meetings, reviewing all approval documents (on a per-approval basis), holding regular meetings with all directors, and listening to updates on the execution of duties as necessary.

Nomination of Candidates for Directors

For candidates for directors (excluding directors who are members of the Audit and Supervisory Committee), the Representative Director prepares a proposal, and the Board of Directors determines based on the results of discussions at the Nomination and Compensation Committee. For candidates for directors who are members of the Audit and Supervisory Committee, the Representative Director prepares a proposal, and the Board of Directors decides on the agenda for election at the General Meeting of Shareholders after obtaining the consent of the Audit and Supervisory Committee, based on the results of discussions at the Nomination and Compensation Committee.
Regarding the dismissal of a director, the Board of Directors decides as a proposal to the General Meeting of Shareholders based on the results of discussions by the Nomination and Compensation Committee, taking into consideration such factors as violations of laws and regulations and the Articles of Incorporation in the execution of duties, physical or mental disabilities, significant lack of ability, and responsibility for the performance of the division in charge.

Independence of Independent Outside Directors

The Group has established the following criteria regarding the independence of outside officers in order to certify those persons who may not have a conflict of interest with general shareholders as independent officers.

Training Policy

The Company provides training to its directors to ensure that they are able to adequately fulfill the responsibilities of their positions. Upon assuming office, newly appointed directors are briefed by the director in charge or the department in charge on the Group's management strategy, medium-term management plan, financial and accounting matters, and the status of business operations. In addition, directors are provided with timely information on economic conditions, industry trends, legal compliance, corporate governance, finance and accounting, and other important matters necessary to fulfill their roles, and supported in the execution of their duties by invitations to external training sessions and the like.

Evaluation of the Effectiveness of the Board of Directors

The Company evaluates the effectiveness of its Board of Directors each year on a regular basis and discloses the results with the aim of continuously enhancing corporate value. The evaluation is conducted with a survey about the Board of Directors’ effectiveness, and it is completed by all directors comprising the Board of Directors, and the results are reported to the Board of Directors. The Company is working to improve and enhance the identified points that need to be improved and enhanced upon further review.

Remuneration for Directors

The maximum amount of remuneration for directors is resolved at the annual General Meeting of Shareholders. For remuneration for senior management and directors (excluding directors who are members of the Audit and Supervisory Committee), the Representative Director prepares a proposal, taking into consideration the nature of their duties and the Company's situation, and the Board of Directors determines based on the results of discussions at the Nomination and Compensation Committee. Renumeration of directors who are members of the Audit and Supervisory Committee is determined through discussions by the Audit and Supervisory Committee, taking into consideration the nature of their duties, their experience, the Company's situation, and other relevant factors.
To increase the incentives for continuous performance improvement and to further promote value sharing with shareholders, the Company has also introduced a performance-linked remuneration system (profit-linked salary), a restricted stock remuneration system, and a stock price-linked point-based monetary remuneration system for directors (excluding outside directors and directors who are members of the Audit and Supervisory Committee).
The Company discloses the total amount of remuneration for directors, and for some directors, the amount is disclosed separately in the Annual Securities Report in accordance with laws and regulations. The Company also discloses the amount of base remuneration and performance-linked remuneration, as well as its policy for determining the calculation method to improve management transparency.

Skills Matrix