SHOEI Co.,Ltd.

	Company Outline

　Strengthening Corporate Governance

Shifting to the Committee System

Aiming to strengthen corporate governance, the Shoei Group is working to strengthen the function of supervision of operating divisions by the board of directors while, at the same time, strengthening the operational execution. Furthermore, by enhancing disclosure and accountability, the Group is working to protect transparency of management. Through these steps, Shoei is looking to deepen the relationship of trust with its various stakeholders, particularly the shareholders. Also, Shoei shall establish corporate ethics based upon compliance, and work towards greater soundness of management.

1. Oversight of operating divisions by the Board of Directors
Under this system, the non-executive chairman oversees the Board of Directors, which oversees business affairs and decides on important matters. On the other hand, the president, who is also chief executive officer, oversees the execution of day-to-day business operations.

2. A highly transparent oversight framework
Half of the Board of Directors is comprised of outside directors, who also are the nucleus of the three committees, giving transparency to management.

3. Reinforce operational execution
Shoei aims to encourage the speedy execution of operations in a timely manner that is responsive to changes in the business environment by handing more authority to the chief executive officer. However, to maintain close collaboration between the Board of Directors and executive officers, important matters, even those that fall within the remit of the chief executive officer, must be submitted to the Board for discussion.

4. Oversee the execution of duties through the Internal Audit Committee and internal control organization
Shoei has put in place an internal control system. Overseeing this system is the Internal Audit Office, which has been established in operating divisions. The Internal Audit Committee will use this office to perform the audit function.

In addition, committees have been established to serve as a bridge between the Board of Directors and executive officers. In these committees formed for each outside director, important managerial tasks shall be discussed and considered.

Furthermore, by enhancing disclosure and accountability, Shoei will work to ensure that management is transparent. At the same time, it plans to improve compliance and risk management.