We, the management of the Miraca Group, fully recognize the importance of strong and thorough corporate governance, and are committed to the establishment of a governance structure that encourages greater transparency and accelerates proper decision-making at all levels of oversight, management and operation.
Following the adoption of the "Company with three Committees" corporate governance system under the Companies Act of Japan on June 27, 2005, the company was reorganized as a pure holding company structure and renamed Miraca Holdings Inc. on July 1, 2005. These actions were taken with the aim of achieving clear separation of oversight and executive functions, while giving executive officers the authority to make decisions with greater speed and provide more effective management for the operation of the Group companies. Among the seven members of the Board of Directors, five are outside directors, each of whom is recognized as a leader in his or her respective field. In addition, in accordance with the Companies Act of Japan and the committee system, we have established three committees: the Nominating, Audit and Compensation Committees.
At the Board of Directors meetings, board members receive reports from each committee and from the executive officers providing information on current corporate operations and target management achievements. The Board is thus able to provide timely, comprehensive and pertinent corporate oversight.
The fundamental principles for the system of internal controls were codified in the Miraca Group Code of Conduct, which was approved by a resolution of the Board of Directors in accordance with the Companies Act of Japan. This Code clearly sets forth the high ethical standards that all members of the Miraca Group are expected to meet in the performance of their duties. Moreover, the Risk Management Committee has been created with the aim of establishing and promoting a system of effective risk management for the Group.
In October 2005, the Group adopted a set of internal rules and regulations for information disclosure, in which it clearly states its basic policy for the disclosure of corporate information.