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Management and CSR of the Osaka Gas Group

Corporate Governance

System of Corporate Governance

Following the internal regulations stipulated by the Board of Directors, the Executive Board and Board of Directors are comprised of the executive directors and directors that implement Group business. They make decisions after thoroughly deliberating upon relevant issues. The Board of Directors consists of 13 directors (including two outside directors). Its mission is to make swift and appropriate decisions about important matters that affect the whole Group and to fulfill supervisory functions efficiently.

        The Company has adopted an executive officer system under which executive officers perform duties determined by the Board of Directors, while some representative directors and directors concurrently serve as executive officers. This serves to further strengthen the supervisory functions of the Board of Directors and enhance their performance in the execution of their duties.

        Osaka Gas has chosen to adopt the Board of Corporate Auditors. Four corporate auditors, of whom two are outside auditors, monitor and audit the duties and performance of the Group directors. Osaka Gas has retained KPMG Azsa & Co. as its independent auditor.

Corporate governance organization
Corporate governance organization

Audits by Internal and Outside Auditors

The Company has established the Auditing Department (with a staff of 20), that functions as an internal auditing division and, based on a yearly auditing plan, monitors the appropriateness and efficiency of business activities, and provides each section of the organization and affiliates with advice and recommendations. For business units, core group companies, and other sections, the Group is working to enhance and strengthen auditing and internal control functions. For example, basic rules for affiliated companies and self-auditing regulations commonly shared by Group companies more clearly define the roles and duties of internal auditors. Moreover, auditors evaluate internal controls over financial report based on the Japanese Financial Instruments and Exchange Law.

        The Corporate Auditor's Office, composed of four staff members not under the direct control of the directors, has been established to assists in investigations of auditors to further ensure that their duties are fully and properly executed.

        The Auditing Department, auditors and accounting auditors meet on a regular basis to discuss annual audit plans and audit reports, and also convene as required to exchange audit information to ensure the effectiveness of the auditing activities.

Outside Directors and Outside Auditors

Osaka Gas has two outside directors and two outside auditors. The Company makes decisions concerning the independence of outside directors and outside auditors based on the policy to the effect that outside directors and auditors do not have any conflicts of interest with the general shareholders (e.g. an outside director/auditor and company or organization from which that director/auditor comes are not principal shareholders of Osaka Gas or of major suppliers to the Osaka Gas Group). The concrete roles of outside directors and outside auditors include verifying the state of the internal governance system based on the Companies Act, evaluating internal governance related to financial reporting in compliance with the Japanese Financial Instruments and Exchange Law, and holding hearings on the status of internal audits and CSR at the Board of Directors meetings or other occasions. They also confirm the content of audit reports compiled by the independent auditor of accounts.

Guidelines on Determining Executive Compensation

The compensation of directors shall be established through a resolution by the Board of Directors, within the maximum scope authorized by the general shareholders’ meeting and in due consideration of the positions and responsibilities of the respective directors. The compensation of auditors shall be established through consultation with the auditors, within the maximum scope authorized by the general shareholders’ meeting and in due consideration of the positions and responsibilities of the respective auditors.