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Annual Reportは、ごうぎんの決算や活動内容にて海外の皆様に知っていただくために作成しています

Corporate Governance SystemBasic Policy about Corporate Governance SystemThe Bank strives for reinforcement and enhancement of corporate governance in order to establish a sound and highly transparentmanagement system, appropriately responding to changes in the financial environment.Specifically, in order to reinforce the checks and balances function of the Board of Directors and better respond to changesin the business environment flexibly and swiftly, Outside Directors are appointed, the term of a Director is set at one year andmanagement responsibility of Directors is regularly reviewed and clarified. In order to separate“decision-making in the managementand operation execution supervising function”and“operation execution function”and to clarify authority and responsibility, theBank introduced an Executive Officer system in June 2011. In addition, the Bank established the Executive Committee, etc., in aneffort to improve efficiency of its management system.Corporate Governance SystemBoard of DirectorsAppointment/RemovalEight Directors(out of which three are Outside Directors)General Meeting of ShareholdersReportBoard of Corporate AuditorsAuditStatementof opinionsAppointment/RemovalFive CorporateAuditors(out of which three areOutside Auditors)CollaborationCollaborationAppointment/RemovalAccountingAuditorSelection/DismissalReportReportRepresentative Directors(Executive Officers)AuditAssigned toCorporate AuditorReportReportCollaborationExecutiveCommittee(consultations, etc.,on important matters)Statement ofopinionsInstructionsExecution of operationsAudit DepartmentAuditAuditHeadquarters, Sales Off icesBoard of DirectorsThe Board of Directors comprised of eight Directors (outof which three are Outside Directors), makes importantdecisions on management and supervises executionof duties of Directors and Executive Officers. The Boardof Directors’meeting is held regularly every month andan Extraordinary Board of Directors’meeting is held asappropriate to respond to urgent matters.The Corporate Auditors may attend the Board ofDirectors’meetings and express their opinions from timeto time if necessary.Board of AuditorsThe Bank has established a Board of Auditors comprisedof five Corporate Auditors (out of which three are OutsideAuditors). Corporate Auditors monitor and examinewhether internal controls of the Bank are workingproperly based on an audit of the execution of duties ofthe Directors in accordance with the audit policy and plandeveloped by the Board of Corporate Auditors.Group CompaniesExecutive CommitteeThe Executive Committee comprised of the ChiefExecutive Officer; Deputy Chief Executive Officer;Senior Managing Executive Officers and ManagingExecutive Officers, is flexibly held from time to time as aconsultation organ on important management mattersand a resolution organ of the matters delegated by theBoard of Directors.Internal AuditsThe Bank has established an Audit Department as aninternal audit department, which is independent of theoperation execution department. The Audit Departmentconducts audits of overall activities of the operationexecution department based on the internal auditpolicy and plan approved by the Board of Directors andregularly reports to the Board of Directors and the Board ofCorporate Auditors the audit results and the matters to beindicated, etc.Accounting AuditorErnst & Young ShinNihon LLC serves as the bank’s Accounting Auditor.(As of June 24, 2015)9