BOT Lease A member of MUFG

JP

Corporate Governance

Basic Policy

We consider strengthening corporate governance to be an important management issue in order to achieve sustainable growth and increase corporate value. We strive to develop internal controls, appropriately operate risk management systems, and build a sound and highly transparent organizational structure to respond quickly and accurately to the changing business environment. We will continue to work on further strengthening and improving corporate governance to meet the trust of our diverse stakeholders.

Structure

We have adopted the form of a company with an Audit & Supervisory Board and maintain an independent auditing system with outside corporate auditors. We have also introduced an executive officer system to speed up management strategy decisions and further strengthen supervision and business execution systems.

BOT Lease Co., Ltd. Organization Chart: Under the General Meeting of Shareholders, there is the Board of Directors consisting of 8 Directors (including 6 Outside Directors), the Audit & Supervisory Board consisting of 4 Audit & Supervisory Board Members (including 2 Full-time Audit & Supervisory Board Members), and the Accounting Auditor/Auditing Firm. As part of the Business Execution System, under the Board of Directors, there is the Executive Committee led by the Chief Executive Officer, followed by the Executive Officers, and each unit. Additionally, there are the Internal Audit Division directly under the C.E.O. and main committees (Risk Management Committee, Compliance Committee, Investment and Finance Committee, ALM Committee, ESG/SDGs Steering Committee, IT Committee).

Board of Directors

The Board of Directors consists of internal directors who are well-versed in BOT Lease's business and outside directors who supervise management and directors from an objective standpoint. It deliberates and resolves basic policies related to BOT Lease's management and particularly important business executions, and supervises the status of management and business execution through important matters submitted by business execution bodies and regular reports.

Audit & Supervisory Board

As an independent body, it audits the execution of duties by directors, attends board meetings and other important meetings, verifies the contents of reports received from directors, employees, and accounting auditors, and conducts investigations into the status of the company's business and assets.

Executive Committee

The Chief Executive Officer serves as the chairperson and discusses and reports on important matters related to business execution.

Various Committees

With the aim of contributing to the deliberations and decisions of the Executive Committee, these committees coordinate, research, and deliberate on specific matters necessary for business operations as directed by the Chief Executive Officer.

Internal Audits

The Internal Audit Division, which reports directly to Chief Executive Officer, conducts internal audits based on the audit plan approved at the Executive Committee. If there are any issues, it provides guidance or recommendations for correction, ensuring effective internal audits. It also cooperates with the corporate auditors and accounting auditors as necessary to strive for efficient audit implementation.

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