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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 a committee system for the corporate governance of our businesses on June 27, 2005, our company was reorganized as a pure holding company structure and renamed Miraca Holdings Inc. on July 1, 2005. These actions were undertaken with the aim of achieving clear separation of oversight and executive functions, while empowering executive officers with the authority to make decisions with greater speed and provide more effective management for the operation of the Group companies. Among the nine members of the Board of Directors, four are independent directors, each of whom is recognized as a leader in his or her respective field. Furthermore, in accordance with the Corporation Law of Japan and the committee system, we have established three committees: the Nominating, Audit and Compensation Committees.
At the Board of Directors meetings held at least once a month, 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 Corporate Code of Ethics, which was approved by a resolution of our board of directors in accordance with the Corporation Law 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.
Furthermore, in October 2005, our group adopted a set of internal rules and regulations for information disclosure, in which we clearly state our basic policy for the disclosure of corporate information, and we established the Information Disclosure Committee to advise the President and CEO, thereby confirming our understanding of the importance of timely and appropriate disclosure of information. Through these and other measures, the Miraca Group shall continue to strengthen corporate governance and fulfill its responsibilities to its stakeholders.
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