Board of Directors

The Board of Directors consists of 14 directors including 9 outside directors with 1 female director. The Board decides on matters stipulated by laws and regulations, basic management policy and other important management matters. At the same time, the Board supervises the execution of duties by the directors and executive officers. Outside directors in particular perform an important supervisory role from an independent standpoint, helping to ensure even more robust and effective corporate governance. The Board selects the Chief Executive Officer and other Executive Officers placing emphasis on whether the Company can continue to realize its management vision and policy in the years ahead. In principle, the Board of Directors meets once a month.

Composition of the Board Directors (14 members as of June 2019)

Nomination Committee, Audit Committee and Compensation Committee

Our three Committees' decisions are made from an independent standpoint through the leadership of the Outside Directors.

The Nomination Committee is made up of 5 directors, 4 of whom are outside directors. This Committee decides the details of proposals submitted to the General Meeting of Shareholders concerning the appointment and dismissal of directors. The Nomination Committee meets at least once a year, or as necessary.

The Audit Committee is made up of 5 directors, 4 of whom are outside directors. In addition to auditing the execution of duties by the directors and executive officers, the Audit Committee decides the details of audit policy, audit plans, proposals for the appointment or dismissal of the independent auditors to the General Meeting of Shareholders, and other matters. As a rule, the Audit Committee meets once every two months or more, as necessary.

The Compensation Committee is made up of 4 directors, all of whom are outside directors. This Committee decides details of individual compensation for directors and executive officers. The Compensation Committee meets at least once a year, or as necessary.

Composition of the Board of Directions and Committees and Position of the Chairperson

Executive Officers Meeting

The Executive Officers Meeting is made up of the executive officers and serves as a decision-making body for business execution based on the basic policy decided by the Board of Directors. It decides on important matters relating to business execution of the Company. In principle, the Board of Directors meet twice a month.

Internal Audits

LIXIL Group's Internal Audit Group conducts its audit by collaborating with internal audit functions organized in major group companies in Japan and overseas to cover all entities in the Group. (At the end of the fiscal year ended March 2019, total 60 people consist of the Group's internal audit functions.) In addition to the ordinary internal audit activities such as audit on financial statements, business operations, and internal controls evaluation; the Internal Audit Group supports strengthening of the Groups' governance system and internal controls. Through the activities aimed to reduce business risks and costs, it supports the development of human resources, drives the development of action plans for improvement of operations or remedial actions.

Audit Committee Audits

LIXIL Group's Audit Committee conducts audits with the aim of increasing efficiency by staying in close contact with the Internal Audit Group and auditors of the Company and subsidiaries. The Audit Committee periodically receives audit results reports from the Internal Audit Group and the auditors, etc. of the subsidiaries and gives instructions at suitable times. It meets with executive officers, etc., sits in on important internal meetings, and reads minutes or approval requests of important committees, and by doing so, it audits the creation of internal control systems and their state of operation at the Company and important subsidiaries, as well as the state of execution of duties by directors and executives.
Group audit committee meetings are also periodically held to share each company's information and the unified audit policies of the group.
The Audit Committee consists of three audit committee members. Tsutomu Kawaguchi, the Audit Committee chairperson, has many years of experience in audit work as a certified public accountant, as well as substantial knowledge regarding finance and accounting.

Accounting Audits

The Company has concluded, with Deloitte Touche Tohmatsu LLC, an audit agreement on audits under the Companies Act and audits under the Financial Instruments and Exchange Act. The Company's Audit Committee and Deloitte Touche Tohmatsu LLC have opportunities to share information periodically, and are endeavoring to improve the quality of each other's audits by such means as exchanging information on their respective auditing policies and various problems that have arisen during the period. Also, an audit debriefing session is held at the end of the fiscal year, where opinions are exchanged with respect to account settlement issues in concrete terms.

The name of the certified public accountants who performed the Company’s auditing work in the fiscal year ended in March 2019, and their structure of assistants for audit services are as follows;

・Name of certified public accountants who performed the auditing work Designated limited liability partners, managing members: Yasuhiro Katsushima, Yutaka Hamaguchi, Masayuki Furukawa

・Composition of assistants for accounting audit services
20 certified public accountants and 10 assistant accountants

Number of Meetings Held during the Fiscal Year Ended March 31, 2018

*From April 1, 2018, the Investment Strategy Committee, Investment and Load Council, New Business Council, and Business Divestment Council have been reorganized into the M&A Committee and the Investment Review Committee to enhance the effectiveness of corporate governance.