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Yamatake has introduced an executive officer system for corporate governance that separates decision making from actual execution of Company policy to facilitate the prompt implementation of policy initiatives. In addition, the Board of Directors and the Board of Corporate Auditors oversee and monitor the actions of executive officers.

Our basic policy on corporate governance is to promote policies that fulfill our social responsibilities based on good ethical practices and contribute to the welfare of the community based on sound legal and regulatory compliance, and we work to consistently increase enterprise value for the benefit of our shareholders and all our stakeholders by enhancing policies and schemes to realize highly efficient, fair and transparent business practices.

Board of Directors and Executive Officer System

The Board of Directors makes decisions on legal issues and other important matters and oversees conditions for the implementation of policy actions. The executive officer system, separating decision making from actual policy execution, provides the means for swift policy execution and has strengthened the auditing and oversight capabilities of business activities.

The Board of Directors generally meets monthly, and for executive personnel implementing actual business policy, Board meetings comprising an executive board of representatives of the Board of Corporate Auditors and executive officers* meet twice monthly as part of initiatives to further strengthen business operations through prompt decision making and policy execution.

* Executive officers include the president, senior managing directors and managing directors

Corporate Auditor System and Internal Audits

Yamatake uses a corporate auditor system that comprises five corporate auditors including three external auditors, with three of these auditors serving on a full-time basis. Auditors attend meetings of the Board of Directors and other management council meetings. They assess business conditions through audits conducted at workplaces, and through audits of in-house companies, including strict auditing of business and policy decisions of directors and executive officers.

With a staff of 11, the Internal Audit Office conducts regular internal audits of the Company’s head office staff divisions as well as of each in-house company. Its audits encompass all aspects of management activities.

Current Framework

Yamatake’s Board of Directors was composed of eight members as of July 1, 2008, including five members that also serve as executive officers and three members (including two external directors) with no day-to-day management or oversight of Company operations. These independent directors provide oversight and business advice from a broader and more independent perspective.

Remuneration for Directors and Corporate Auditors

Yamatake discloses the total remuneration for directors and corporate auditors in its official Company accounts and at regularly convened general shareholders’ meetings. In fiscal 2007, ended March 31, 2008, total remuneration paid to eight directors amounted to ¥359 million (the uppermost limit on remuneration is ¥450 million). For the five auditors, total remuneration amounted to ¥87 million (the uppermost limit is ¥120 million).

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