Corporate Governance

Our Board of Directors consists of ten members: seven Directors (excluding Directors who are Audit and Supervisory Committee Members and including one outside Director), and three Directors and Audit and Supervisory Committee Members ( including two outside Directors). To clarify management accountability, the term of office for Directors (the term of Audit and Supervisory Committee Members is 2 years) is one year. In addition, we have introduced an executive officer system to enhance the speed and clarity of decision-making and further strengthen corporate governance.

From the perspective of strengthening the supervisory function of the Board of Directors, we have adopted a company structure with an Audit and Supervisory Committee, utilizing Outside Directors who are not involved in the execution of business operations. The Audit and Supervisory Committee consists of three Directors, including two Outside Directors. Through attendance at important meetings and interviews with individual Directors, the Committee supervises and monitors the execution of duties by Directors, as well as the proper establishment and operation of the internal control system. We have established an Audit Management Division as an organization reporting directly to the President. The Department conducts internal audits in close coordination with the Audit and Supervisory Committee, the independent auditor, and ISO internal quality auditors, thereby strengthening and enhancing the effectiveness of internal checks and balances. Furthermore, all of our offices have obtained ISO 9001 certification, which is integrated into our corporate governance framework in coordination with external bodies. Regarding financial audits, we have entered into an audit contract with Miogi Audit Corporation. We also receive professional advice from our legal counsel and audit firm on legal and accounting matters.

We are committed to enhancing investor relations through timely and appropriate disclosure of information to our shareholders and investors, including regular updates to our website.

Board meetings, attended by Directors and Audit and Supervisory Committee Members, are generally held once a month, with additional meetings convened as needed. These meetings are held to deliberate and decide on key management policies and important matters, as well as to review operational progress and consider appropriate measures. In addition, we have established various committees, including joint meetings of Directors, Executive Officers, and Branch Managers, as well as Executive Officer Meetings and the Internal Control Committee. Full-time Audit and Supervisory Committee Members (Directors) attend these meetings as observers.

To ensure the maintenance and promotion of sound management, we have established an Internal Control Committee comprising the Representative Director, the Director of Business Administration Headquarters, the Director of Audit Management Division, the Director of Planning and Technical Headquarters, and a full-time Audit and Supervisory Committee Member (observer). The Committee promotes the development, improvement, and maintenance of the internal control system.

To enable the early detection and correction of organizational or individual violations of laws and regulations, as well as misconduct, we have established an internal whistleblowing system with reporting channels both internal and external (legal counsel at a law firm). Through this system, we aim to strengthen our compliance framework.

Kawasaki Geological Engineering Co., Ltd. and its affiliated companies aim to achieve sound and sustainable growth by establishing appropriate and efficient systems to ensure reliable financial reporting.

1. We comply with accounting standards and all applicable laws and regulations, and maintain internal accounting policies to ensure proper accounting practices.
2. We ensure that personnel with the necessary expertise and strong ethical standards are assigned to prepare reliable financial reports.
3. In accordance with generally accepted standards, we regularly develop and evaluate internal controls and continuously improve our operations.
4. We implement rigorous risk controls across all business processes and maintain an efficient and transparent internal control system.
5. We evaluate the effectiveness of internal controls over financial reporting and provide appropriate internal control reports.

We have established a risk management system for our business operations. In the event of a significant and unforeseen crisis, we will establish a Crisis Management Headquarters headed by the President. As necessary, we will also organize an information coordination team and engage external advisors to prevent the occurrence or escalation of damage and losses.