Aozora Bank has developed an effective and transparent management framework based upon strict adherence to corporate governance principles. The management team is committed to maintaining the highest standards of compliance in every area in which we operate. We will continue to identify and assess all potential risks and likelihood of occurrence, carefully evaluating the impact on our business. Our systems are designed to provide optimal transparency, maintain rigorous internal controls and effectively manage the delicate balance between risk and return. Our approach is one of continuous improvement as we strive toward global best practices.
Organization Structure
The Bank's supervisory and business execution functions have been organized to enable each team to focus on its primary goals and objectives. The Board of Directors focuses on determining the Bank's fundamental policy and management strategy, while the Executive Officers, including the Representative Directors, form the Management Committee to dedicate themselves to the execution of daily business. The Management Committee has established sub-committees to perform more effective and specialized execution of functions. The Board of Directors has established several Board-level committees such as the Nomination and Remuneration Committee, the Special Audit Committee and the Audit and Compliance Committee, to provide better check and balance functions. Corporate Auditors conduct audits on the Bank's business activities to ensure compliance with legal requirements.
| Name of committee | Chaired by | Members | Frequency | Purpose |
|---|---|---|---|---|
| Board of Directors | Chairman, President or Vice Chairman |
Directors, Corporate Auditors | Quarterly | Decision making regarding management strategies and supervision of business operations |
| Board of Corporate Auditors | Standing Corporate Auditor | Corporate Auditors | Monthly | Represents shareholders to conduct audits |
| Management Committee |
Chairman, President or Vice Chairman |
Chairman, Vice Chairman,President, Executive Officers | Weekly | Decision making regarding business operations |
| Special Audit Committee |
Outside Director |
Directors (except from parent companies), Corporate Auditors | As needed | Audit transactions with parent company groups to avoid the Bank’s becoming a captive bank |
| Nomination and Remuneration Committee |
Outside Director |
Outside Directors | As needed | Approval of Board members and important employees and related compensation |
| Audit & Compliance Committee | Outside Director | Outside Directors | Quarterly | Overseeing and review of internal audit, external audit, compliance, credit examination, risk management and financial reporting |
| Asset and Liability Committee |
CFO | Chairman,President, Vice Chairman, |
Monthly | Decision making regarding asset and liability management |
| Risk Policy Committee | Executive Officer of Integrated Risk Management Division | Chairman, President, Vice Chairman, Executive Officers in charge |
As needed | Approval of risk management policies, monitoring risk management system |
| Credit Committee | Head of Integrated Risk Management Group | Chairman, President, Vice Chairman, Executive Officers, General Managers in charge |
Weekly | Approval of credit transactions, delegating approval authority on credit transactions |
| Investment Committee |
Head of Integrated Risk Management Group | Chairman, President, Vice Chairman, Executive Officers in charge |
Monthly | Approval of individual investment issues; establishing appropriate investment policies; accurate understanding of Bank’s entire investment risk profile; and, building and maintaining a secure and profitable portfolio |
New Business/ |
CTO | Chairman, President, Vice Chairman, Executive Officers in charge |
As needed | Assessment and approval of all significant new products or new businesses |
| Strategic Planning Steering Committee | CFO | Chairman, President, Vice Chairman, Executive Officers, General Managers in charge |
Monthly | Approval, monitoring and prioritization of strategic projects that enable key aspects of business plans and strategies that are approved by the Management Committee |
| Customer Protection Committee | Chairman | Executive Officers, General Manager in charge, In-house Lawyer | Monthly | Authorize and review the status of customer protection with customer explanation, customer support, customer information and outsourcing |
(As of June 26, 2008)
