Nittetsu Mining Co., Ltd.

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Basic Systems and Approach

We are working hard to build an organization that can quickly and effectively respond to changes in the management environment and to establish a management system with fair and transparent decision-making.

We encourage a common understanding of the importance of corporate governance. We will make every effort to see that governance is improved and more effective, while continuing to foster trust among shareholders, customers, and local communities.

Basic Approach

  1. We will strengthen corporate governance as well as sustainable growth and improving corporate value over the medium to long term, with the goal of playing the important role of supplying raw materials to key industries and contributing to mutual success with all stakeholders, including shareholders, business partners, local communities, and employees.
  2. Five policies that are the pillars of our corporate governance:
    1. (1) safeguarding the rights and equality of shareholders
    2. (2) considering the diverse interests of stakeholders and striving for effective cooperation
    3. (3) disclosing information about the Company to secure transparency
    4. (4) ensuring that Directors and Audit & Supervisory Board members fulfill their role and duties while recognizing their fiduciary responsibility to shareholders
    5. (5) engaging in constructive dialogues with shareholders.

Corporate Governance System

Our corporate governance system is functioning effectively. In addition to supervision by the Board of Directors, regular operational audits are performed by Audit & Supervisory Board members and internal audits are conducted by a cross-functional audit team, mainly made up of members from the Internal Audit Office.

The Board of Directors, consisting of eight directors including two outside directors, is managed flexibly and with agility. This includes meetings held monthly and extraordinary meetings that discuss matters that require swift decision-making.

For particularly important matters, the Management Council—consisting of officers (including outside officers), corporate executives, and related parties—conducts reviews from a multifaceted standpoint based on long-term management strategies. These matters are then deliberated on by the Board of Directors after discussion by the Management Council.

The Audit & Supervisory Board consists of two full-time Audit & Supervisory Board members with a wealth of business experience at the Company and two outside Audit & Supervisory Board members with expertise in various fields. Since June 1998, more than half of the Audit & Supervisory Board Members have been outside Audit & Supervisory Board Members. These outside Audit & Supervisory Board members provide valuable opinions and results based on their in-depth knowledge and experience.

Corporate Governance System

Engagement with Shareholders

  1. We will establish opportunities for engagement, within a reasonable scope. As well, we will strive for constructive dialogues to contribute to the sustainable growth of the Company and to improve our corporate value over the medium to long term.
  2. We will engage in dialogues based on the following considerations:
    1. (1) The director in charge of the General Administration Department will be responsible for the development and operation of systems related to shareholder engagement.
    2. (2) The General Administration Section of the General Administration Department will be responsible for planning and coordination of shareholder engagement, and the director in charge of the General Administration Department, or people designated by this director based on a request or in the interest of shareholders, will also work on engagement.
    3. (3) The views and requests received during shareholder dialogues will be reported to the president, the Audit & Supervisory Board, and relevant internal departments, if required.
    4. (4) Careful consideration will be given to make certain that confidential information is never leaked during shareholder engagement.

System for Ensuring Appropriateness of Operations

We have established rules for our system to ensure the appropriateness of operations with the goal of having a corporate culture free of scandal.

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