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Status of the Corporate Group
Major sales offices and plants (as of December 31, 2025)
Major sales offices and plants of the Company
Name
Location
Name
Location
Head Office
Minato-ku, Tokyo
Niigata Sales Office
Niigata-shi
Nagasaka Plant
Hokuto-shi, Yamanashi Pref.
Hokuriku Sales Office
Toyama-shi
Ina Plant
Ina-shi, Nagano Pref.
Koshin Sales Office
Chino-shi, Nagano Pref.
Chino Plant
Chino-shi, Nagano Pref.
Tokai Sales Office
Shizuoka-shi
Hokkaido Sales Office
Sapporo-shi
Nagoya Sales Office
Nagoya-shi
Tohoku Sales Office
Sendai-shi
Osaka Sales Office
Osaka-shi
Kita-Kanto Sales Office
Saitama-shi
Okayama Sales Office
Okayama-shi
Tokyo Sales Office
Minato-ku, Tokyo
Hiroshima Sales Office
Hiroshima-shi
Chiba Sales Office
Chiba-shi
Kyushu Sales Office
Fukuoka-shi
Yokohama Sales Office
Yokohama-shi
Major sales offices and plants of subsidiaries
Name | Location |
KITZ SGS Corporation | Hikone-shi, Shiga Pref. |
KITZ SCT Corporation | Ota-shi, Gunma Pref. |
KITZ Micro Filter Corporation | Chino-shi, Nagano Pref. |
KITZ (Thailand) Ltd. | Samutprakarn, Thailand |
KITZ Corporation of Taiwan | Kaohsiung, Taiwan |
KITZ Corporation of Jiangsu Kunshan | Jiangsu, P.R. China |
KITZ Corporation of Kunshan | Jiangsu, P.R. China |
KITZ SCT Corporation of Kunshan | Jiangsu, P.R. China |
KITZ Corporation of Lianyungang | Jiangsu, P.R. China |
KITZ Corporation of Shanghai | Shanghai, P.R. China |
KITZ Corp. of America | Texas, U.S.A. |
Metalúrgica Golden Art's Ltda. | Rio Grande do Sul, Brazil |
KITZ Corp. of Europe, S.A. | Barcelona, Spain |
Perrin GmbH | Hessen, Germany |
KITZ Corp. of Asia Pacific Pte. Ltd. | Singapore |
KITZ Corp. of Korea | Korea (Busan Metropolitan City) |
KITZ Corp. of Vietnam Co., Ltd. | Phu Tho, Vietnam |
KITZ Valve & Actuation India Private Limited. | Maharashtra State, India |
KITZ Metal Works Corporation | Chino-shi, Nagano Pref. |
Hotel Beniya Co., Ltd. | Suwa-shi, Nagano Pref. |
Notes:
Toyo Valve Co., Ltd. was dissolved as of January 1, 2025 through absorption-type merger with the Company as the surviving company and Toyo Valve Co., Ltd. as the absorbed company.
Shimizu Alloy Mfg. Co., Ltd. changed its company name to KITZ SGS Corporation as of April 1, 2025.
The "Location" for KITZ SCT Corporation indicates the location of its plant.
KITZ Corporation of Taiwan changed its company name as of June 17, 2025, but the English notation was not changed.
KITZ Corporation of Jiangsu Kunshan changed its company name as of May 21, 2025, but the English notation was not changed.
KITZ Corporation of Kunshan changed its company name as of April 3, 2025, but the English notation was not changed.
KITZ SCT Corporation of Kunshan changed its company name as of June 18, 2025, but the English notation was not changed.
KITZ Corporation of Lianyungang changed its company name as of April 25, 2025, but the English notation was not changed.
The "Location" for KITZ Corp. of Vietnam Co., Ltd. was changed from Vinh Phuc, Vietnam to Phu Tho, Vietnam, due to province reorganization in Vietnam.
Status of employees (as of December 31, 2025)Employees of the corporate group
Business segment
Number of employees
Year-on-year change
Valve Manufacturing Business
4,978
+27
Brass Bar Manufacturing Business
254
+12
Other
82
-4
Corporate (common)
155
+19
Total
5,469
+54
Notes:
The above figures do not include employees seconded from the Company Group to an external company or employees hired on a temporary/contractual basis.
"Corporate (common)" indicates the number of employees serving in administrative divisions which do not belong to a specific segment.
Employees of the Company
Number of employees | Year-on-year change | Average age | Average number of years of service |
1,510 | +49 | 40.1 | 14.0 |
Note: The above figures do not include employees seconded or employees hired on a temporary/contractual basis.
Major lenders of the corporate group and amount of debt (as of December 31, 2025)(Units: Millions of yen)
Name | Outstanding debt |
Mizuho Bank, Ltd. | 5,819 |
Sumitomo Mitsui Banking Corporation | 5,724 |
The Hachijuni Bank, Ltd. | 1,653 |
The Chiba Bank, Ltd. | 204 |
The Yamanashi Chuo Bank, Ltd. | 202 |
MUFG Bank, Ltd. | 112 |
Nippon Life Insurance Company | 42 |
Note: The Hachijuni Bank, Ltd. merged with The Nagano Bank, Ltd. as of January 1, 2026 and has become Hachijuni Nagano Bank, Ltd.
Other significant matters regarding status of the Corporate GroupNot applicable.
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Status of the Company
Matters regarding shares (as of December 31, 2025)
Total number of authorized shares:400,000,000 shares
Total number of issued shares: 87,268,919 shares
Note: Total number of issued shares shown above does not include 296,692 shares of treasury shares that were held as of the end of the fiscal year under review.
Number of shareholders: 19,357
Note: The number of shareholders does not include the Company.
Major shareholders (top 10 shareholders)
Name | Investment | |
Shareholdings (thousands) | Holding ratio (%) | |
The Master Trust Bank of Japan, Ltd. | 9,699 | 11.11 |
Kitazawa-kai Stock Ownership Plan | 5,508 | 6.31 |
Nippon Life Insurance Company | 4,303 | 4.93 |
Custody Bank of Japan, Ltd. | 4,112 | 4.71 |
Kitazawa Ikueikai Foundation | 3,425 | 3.93 |
Sumitomo Life Insurance Company | 3,409 | 3.91 |
KITZ Corporation Trading Partner Stock Ownership Plan | 3,344 | 3.83 |
KITZ Corporation Employee Stock Ownership Plan | 1,834 | 2.10 |
STATE STREET BANK AND TRUST COMPANY 505223 | 1,770 | 2.03 |
SECOM General Insurance Co., Ltd. | 1,702 | 1.95 |
Notes:
The Company held 296 thousand shares of treasury shares as of December 31, 2025.
The holding ratio is calculated with the total number of issued shares excluding treasury shares.
The Company adopted a BIP trust, and The Master Trust Bank of Japan, Ltd. holds 297 thousand shares of the Company in the trust. These 297 thousand shares are not included in the concerned treasury shares.
The above number of shares held includes shares associated with trust operations as follows: The Master Trust Bank of Japan, Ltd. 9,699 thousand shares
Custody Bank of Japan, Ltd. 4,112 thousand shares
Matters regarding subscription rights to shares Not applicable.
Officers of the Company (as of December 31, 2025)Summary of liability limitation agreements
In order to limit the liability of Directors (excluding those who concurrently serve as Senior Executive Officers. the same applies hereinafter in this section) to a reasonable extent and ensure that they fully perform the roles expected of them, the Company has, pursuant to the stipulations of Article 427, paragraph (1) of the Companies Act, included provisions in its Articles of Incorporation to the effect that the Company can conclude agreements with its Directors limiting their liability under Article 423, paragraph (1) of the same Act provided that the Director concerned has undertaken his or her duties in good faith and has not committed any gross errors. Based on these provisions, the Company has concluded agreements with each of its Directors.
Based on the concerned agreements, the amount of liability is limited to ¥5 million or the amount prescribed by laws and regulations, whichever is higher.
Major concurrent positions of Directors and Senior Executive Officers
(a) Major concurrent positions of Directors (as of December 31, 2025)
Position
Name
Name of organization in which concurrent position is held
Concurrent position
Director
Yasuyuki Hotta
KITAZAWA MUSEUM OF ART
Chairman
Kitazawa Ikueikai Foundation
Chairman
Makoto Kohno
KITZ SCT Corporation
Director
Toshiyuki Murasawa
KITZ SCT Corporation
Auditor
KITZ Micro Filter Corporation
Auditor
Hotel Beniya Co., Ltd.
Auditor
KITZ Corporation of Shanghai
Auditor
KITZ SCT Corporation of Kunshan
Auditor
Outside Director
Minoru Amoh
Otsuka Chemical Co., Ltd.
Outside Director
Enplas Corporation
Outside Director (Audit & Supervisory Committee Member)
Yukino Kikuma
MATSUO & KOSUGI
Managing Partner
KOSÉ Corporation
External Director
ALCONIX CORPORATION
Outside Director
Money Forward, Inc.
External Director
Tokio Marine Nichido Life Insurance Co., Ltd.
Outside Auditor
Shuhei Sakuno
JAPANIACE Co., Ltd.
Outside Audit & Supervisory Board Member
Ayako Kobayashi
KATAOKA & KOBAYASHI LPC
Partner
The Musashino Bank, Ltd.
Outside Director
Keio University Law School
Professor
Toichi Maeda
THE EBARA HATAKEYAMA MEMORIAL FOUNDATION
President
TEIJIN LIMITED
Outside Director
Notes:
The organizations in which a concurrent position is held and which belong in the same business categories as the Company are as follows:
(Name) (Business)
KITZ SCT Corporation Manufacturing and sales of valves and fittings for semiconductor production equipment
KITZ SCT Corporation of Kunshan Manufacturing and sales of valves and fittings for
semiconductor production equipment
KITZ Corporation of Shanghai Sales, marketing and distribution of valves
Of the major concurrent position held by Director Yasuyuki Hotta, the concurrent positions of Chairman of KITAZAWA MUSEUM OF ART and Chairman of Kitazawa Ikueikai Foundation are significant concurrent positions.
Director Makoto Kohno serves concurrently as Senior Executive Officer.
Of the major concurrent positions held by Outside Director Minoru Amoh, the concurrent positions of Outside Director of Otsuka Chemical Co., Ltd. and Outside Director (Audit & Supervisory Committee Member) of Enplas Corporation are significant concurrent positions.
Of the major concurrent positions held by Outside Director Yukino Kikuma, Managing Partner of MATSUO & KOSUGI, External Director of KOSÉ Corporation, External Director of Money Forward, Inc., and Outside Auditor of Tokio Marine Nichido Life Insurance Co., Ltd. are significant concurrent positions. She is scheduled to retire from her position as External Director of KOSÉ Corporation on March 27, 2026 due to the expiration of her term of office.
Of the major concurrent positions held by Outside Director Shuhei Sakuno, Outside Audit & Supervisory Board Member of JAPANIACE Co., Ltd. is a significant concurrent position.
Of the major concurrent positions held by Outside Auditor Ayako Kobayashi, Partner of KATAOKA & KOBAYASHI LPC, Outside Director of The Musashino Bank, Ltd., and Professor of Keio University Law School are significant concurrent positions.
Ayako Kobayashi's name on her family register is Ayako Nakajima.
Of the major concurrent positions held by Outside Director Toichi Maeda, President of THE EBARA HATAKEYAMA MEMORIAL FOUNDATION and Outside Director of TEIJIN LIMITED are significant concurrent positions.
KITZ SCT Corporation of Kunshan changed its company name as of June 18, 2025, but the English notation was not changed.
(b) Major concurrent positions of Senior Executive Officers (as of December 31, 2025)
Position
Name
Name of organization in which concurrent position is held
Concurrent position
Senior Executive Officer
Takaaki Kobayashi
KITZ Corp. of America
Director
KITZ Corp. of Asia Pacific Pte. Ltd.
Director
KITZ (Thailand) Ltd.
Director
KITZ Corp. of Vietnam Co., Ltd.
Director
KITZ Valve & Actuation India Private Limited.
Director
KITZ Corporation of Shanghai
Director
Yasunori Sugita
KITZ Corp. of America
Director
KITZ Corp. of Europe, S.A.
Director
Perrin GmbH
Director
KITZ Corp. of Korea
Director
KITZ Corp. of Asia Pacific Pte. Ltd.
Director
KITZ Corporation of Shanghai
Director
Shuji Takei
KITZ SGS Corporation
Director
KITZ SCT Corporation
Director
KITZ Micro Filter Corporation
Director
KITZ Metal Works Corporation
Director
Kenichi Bessho
KITZ SGS Corporation
Auditor
KITZ SCT Corporation
Auditor
KITZ Micro Filter Corporation
Auditor
KITZ Metal Works Corporation
Auditor
KITZ Corp. of America
Director
KITZ Corp. of Europe, S.A.
Director
Perrin GmbH
Director
KITZ Corp. of Korea
Auditor
KITZ Corp. of Asia Pacific Pte. Ltd.
Director
KITZ Valve & Actuation India Private Limited.
Director
KITZ Corporation of Shanghai
Director
Tomoya Maekawa
KITZ SCT Corporation
Representative Director
KITZ Micro Filter Corporation
Director
KITZ Corporation of Jiangsu Kunshan
Director
Notes:
The organizations in which a concurrent position is held and which belong in the same business categories as the Company are as follows:
(Name) (Business)
KITZ SGS Corporation Manufacturing and sales of valves
KITZ SCT Corporation Manufacturing and sales of valves and fittings for semiconductor production equipment
KITZ Corporation of Shanghai Sales, marketing and distribution of valves KITZ Corporation of Jiangsu Kunshan Manufacturing and sales of valves
KITZ Corp. of America Sales, marketing and distribution of valves
KITZ Corp. of Europe, S.A. Manufacturing and sales of valves
Perrin GmbH Manufacturing and sales of valves
KITZ Corp. of Asia Pacific Pte. Ltd. Sales, marketing and distribution of valves KITZ Corp. of Korea Manufacturing and sales of valves
KITZ Corp. of Vietnam Co., Ltd. Manufacturing and sales of valves
KITZ Valve & Actuation India Private Limited. Sales, marketing and distribution of valves KITZ (Thailand) Ltd. Manufacturing and sales of valves
Shimizu Alloy Mfg. Co., Ltd. changed its company name to KITZ SGS Corporation as of April 1, 2025.
KITZ Corporation of Jiangsu Kunshan changed its company name as of May 21, 2025, but the English notation was not changed.
Outline of Directors and Officers Liability Insurance contract
The Company has entered into a Directors and Officers Liability Insurance contract with an insurance company, as stipulated in Article 430-3, paragraph (1) of the Companies Act. The scope of the insured under the insurance contract is Directors and Senior Executive Officers of the Company, as well as Directors and Auditors of its subsidiaries (including those who have retired), and the insured does not bear any insurance premium. The insurance contract covers the insured's losses and such costs as related litigation expenses incurred from shareholders' or a third party's claims for damages arising from the insured's acts (including nonfeasance) as an officer of the Company; provided, however, that in order to ensure that the proper performance of duties of the insureds is not impaired, the contract shall not cover the officer's damages resulting from his or her criminal acts or intentionally illegal acts.
Matters regarding outside officers
Significant concurrent positions in or relationships with other companies
Outside Director Minoru Amoh concurrently holds the positions of Outside Director of Otsuka Chemical Co., Ltd. and Outside Director (Audit & Supervisory Committee Member) of Enplas Corporation. There is no special relationship between these companies and the Company.
Outside Director Yukino Kikuma is concurrently a Managing Partner at MATSUO & KOSUGI (legal professional corporation) that has concluded a legal counsel agreement with the Company. The total amount of fees (consulting fees, legal advising fees, etc.) that the Group pays to the law firm is less than 2% of the average annual sales of the law firm for the past three fiscal years and less than 1% of the Company's annual consolidated net sales for the fiscal year under review.
Outside Director Yukino Kikuma concurrently holds the position of Outside Director of ALCONIX CORPORATION. The ALCONIX group conducts business with the Group. The amount of transactions of castings and materials that the Group purchases from the ALCONIX group is less than 2% of ALCONIX CORPORATION's annual consolidated net sales for the fiscal year under review. The amount of transactions of products that the Group sells to the ALCONIX group is less than 1% of the Company's annual consolidated net sales for the fiscal year under review.
Also, Outside Director Yukino Kikuma concurrently holds the positions of External Director of KOSÉ Corporation, External Director of Money Forward, Inc., and Outside Auditor of Tokio Marine Nichido Life Insurance Co., Ltd. She is scheduled to retire from her position as External Director of KOSÉ Corporation on March 27, 2026. There is no special relationship between these companies and the Company.
Outside Director Shuhei Sakuno concurrently holds the position of Outside Audit & Supervisory Board Member at JAPANIACE Co., Ltd. There is no special relationship between JAPANIACE Co., Ltd. and the Company.
Outside Director Ayako Kobayashi is concurrently an attorney (partner) at KATAOKA & KOBAYASHI LPC and holds the positions of Outside Director of The Musashino Bank, Ltd. and Professor of Keio University Law School. There is no special relationship between KATAOKA & KOBAYASHI LPC, The Musashino Bank, Ltd., Keio University Law School and the Company.
Outside Director Toichi Maeda concurrently holds the positions of President of THE EBARA HATAKEYAMA MEMORIAL FOUNDATION and Outside Director of TEIJIN LIMITED. There is no special relationship between THE EBARA HATAKEYAMA MEMORIAL FOUNDATION, TEIJIN LIMITED and the Company.
Significant activities during the fiscal year under review
Position | Name | Attendance at meetings | Main Activities and Outline of Duties Performed Regarding Roles Expected of Outside Directors |
Outside Director | Minoru Amoh | Board of Directors' meetings 16/16 (100%) Nominating Committee meetings 6/6 (100%) | Served as a Lead Independent Outside Director and fulfilled the role appropriately by making active and useful statements at meetings of the Board of Directors, leveraging his extensive experience as a corporate manager in the manufacturing industry and high level of insight into global business development, technology development, etc. In addition, served as the Nominating Committee Chairperson and fulfilled his responsibilities by leading the selection of candidates for Directors and planning the development of the next generation of managers. |
Outside Director | Yutaka Fujiwara | Board of Directors' meetings 16/16 (100%) Compensation Committee meetings 5/5 (100%) | Fulfilled the role appropriately by making active and useful statements at meetings of the Board of Directors, leveraging his extensive experience as a manager of overseas operations at a financial institution and a financial officer in the manufacturing industry, and high level of insight into business management, financial strategy, governance, etc. In addition, served as the Compensation Committee Chairperson and fulfilled his responsibilities by leading activities including deliberations related to the remuneration system and determination of remuneration levels for the Company's Directors and Senior Executive Officers. |
Outside Director | Yukino Kikuma | Board of Directors' meetings 16/16 (100%) Risk Committee meetings 3/3 (100%) | Fulfilled the role appropriately by making active and useful statements at meetings of the Board of Directors, utilizing her extensive experience as an attorney at law and high level of insight into corporate legal affairs, including compliance and risk management, etc. In addition, served as the Risk Committee Chairperson and fulfilled her responsibilities by leading oversight of the KITZ Group's risk management. |
Outside Director | Shuhei Sakuno | Board of Directors' meetings 16/16 (100%) Audit Committee meetings 17/17 (100%) | Fulfilled the role appropriately by making active and useful statements at meetings of the Board of Directors, leveraging his abundant experience as a corporate management officer in the manufacturing industry and high level of insight into financial accounting, internal controls, risk management and development of internal audit structure, etc. In addition, served as the Audit Committee Chairperson and fulfilled his responsibilities by leading the audit and supervision of Directors and business execution. |
Position | Name | Attendance at meetings | Main Activities |
Outside Director | Ayako Kobayashi | Board of Directors' meetings 16/16 (100%) Audit Committee meetings 17/17 (100%) Risk Committee meetings 3/3 (100%) | Fulfilled the role appropriately by making proactive and useful statements at meetings of the Board of Directors, utilizing her extensive experience as an attorney at law and high level of insight into corporate legal affairs, including compliance and risk management. In addition, served as a member of the Audit Committee and Risk Committee and fulfilled her responsibilities by auditing and supervising Directors and business execution. |
Outside Director | Toichi Maeda | Board of Directors' meetings 15/16 (93%) Nominating Committee meetings 6/6 (100%) Risk Committee meetings 3/3 (100%) | Fulfilled the role appropriately by making active and useful statements at meetings of the Board of Directors, utilizing his extensive experience as a corporate manager in the manufacturing industry and high level of insight into manufacturing and technological development, etc. In addition, served as a member of the Nominating Committee and Risk Committee and fulfilled his responsibilities by conducting the selection of candidates for Directors, planning the development of the next generation of managers, and the oversight of the Group's risk management. |
Outside Director | Yasunobu Suzuki | Board of Directors' meetings 16/16 (100%) Compensation Committee meetings 5/5 (100%) | Fulfilled the role appropriately by making active and useful statements at meetings of the Board of Directors, utilizing his extensive experience as a corporate manager in the manufacturing industry and high level of insight into management strategy, global business development, and sales/marketing, etc. In addition, served as a member of the Compensation Committee and fulfilled his responsibilities by contributing to the activities including deliberations related to the remuneration system and determination of remuneration levels for the Company's Directors and Senior Executive Officers. |
Name
Ernst & Young ShinNihon LLC
Amount of remuneration
Amount of remuneration to be paid by the Company for services with respect to the current fiscal year
Article 2, paragraph (1) of the Certified Public Accountants Act
¥78 million
¥- million
Total amount of money and other financial benefits to be paid to Financial Auditor by the Company and its subsidiaries
¥105 million
Amount of remuneration to be paid for services stipulated in Article 2, paragraph (1) of the Certified Public Accountants Act
Amount of remuneration to be paid for services (non-auditing services) other than those stipulated in
Notes:
In the audit contract between the Company and Financial Auditor, remuneration paid for audits under the Companies Act and audits under the Financial Instruments and Exchange Act are not distinguished and cannot be practically separated. Therefore, the amount of payment for both is shown in Amount of remuneration above.
Significant overseas subsidiaries of the Company receive audits from auditors other than the Company's Financial Auditor.
Reason for Audit Committee's consent toward the remuneration of the Financial Auditor
In accordance with the auditing standards determined by the Audit Committee, the Audit Committee has reviewed whether the Financial Auditor's audit plans will provide an auditing system and auditing timeframe sufficient to secure the quality of audits, and the members have considered and deliberated matters such as the effectiveness and efficiency of the audits in the previous period, whether there is additional remuneration to calculate, the auditing timeframe and remuneration units trends in previous years, the basis for estimating remuneration, and the status of non-auditing services agreement. Based on the results of such review and deliberation, the Audit Committee determined that the Financial Auditor's audit plans were appropriate, and that the amount of remuneration was commensurate with the Financial Auditor's duties. Accordingly, the Audit Committee provided their consent toward the remuneration of the Financial Auditor.
Policy for determining the dismissal or non-reappointment of the Financial Auditor
The Audit Committee will, by the unanimous consent of all members thereof, dismiss the Financial Auditor if the Financial Auditor is deemed to fall under any of the items listed in Article 340, paragraph (1) of the Companies Act.
The Audit Committee will determine the contents of a proposal to the General Meeting of Shareholders for the dismissal or non-reappointment of the Financial Auditor and the contents of a proposal for a new Financial Auditor in cases where it is judged that the Financial Auditor is unable to maintain the quality of audits or to continue to duly perform its duties, such as cases where there is serious doubt regarding the Financial Auditor's independence or aptitude, and cases where there are serious deficiencies in the system for enabling the Financial Auditor to duly perform its duties, and where there is no prospect of making improvements to secure the quality of audits.
If the Audit Committee comprehensively reviews the existing Financial Auditor, including with respect to quality of audits, independence, aptitude, reliability, effectiveness, and efficiency, and concludes that it will be necessary to elect a new Financial Auditor with
prospects of delivering more suitable audits, the Audit Committee will determine the contents of a proposal to the General Meeting of Shareholders for the non-reappointment of the existing Financial Auditor and the election of the new Financial Auditor.
The Audit Committee will review Financial Auditor as needed if any changes to the environment surrounding the Company, business structure, and others occur, regardless of the evaluation outcome of Financial Auditor.
- Systems for Ensuring Appropriate Operations and the Status of Implementation of such Systems
Systems for ensuring the appropriateness of operations
The Company arranges the system to ensure the appropriateness of operations based on "the Basic Policy on Internal Control" resolved at the Board of Directors.
[Basic Policy on Internal Control]
Under the KITZ' Statement of Corporate Mission, Long-term Management Vision, and Action Guide, which are elements of the corporate philosophy system (hereinafter collectively referred to as the "Corporate Philosophy System") of the corporate group consisting of the Company and its subsidiaries (hereinafter referred to as the "KITZ Group"), in order to make our business foundation sound and strong, we will design and operate the following structure to ensure the appropriateness of KITZ Group's operations and strive for continuous improvement.
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Structure for ensuring that the execution of duties by the Senior Executive Officers and employees of the Company and Directors and employees of its subsidiaries complies with laws and regulations and the Articles of Incorporation
We will thoroughly disseminate the Corporate Philosophy System to all officers and employees working in the KITZ Group around the world.
We will establish a C&C Management Committee chaired by the Representative Executive Officer & President as an organization to practice and supervise the compliance management of the KITZ Group. In addition, we will establish a promotion supervisory division and make efforts to enhance group compliance management and group risk management by providing education and training for employees based on the basic concept of compliance management, and by confirming the effectiveness thereof.
We will establish a Compliance Code of Conduct that must be observed by the KITZ Group's officers and employees.
We will establish a help desk (hereinafter referred to as the "Compliance Helpline") for receiving reports or consultations from our Senior Executive Officers and employees as well as the Directors, Auditors, and employees of subsidiaries regarding violations of laws and regulations, serious violations of internal regulations, and other compliance violations at the Company and its subsidiaries and will also establish a KITZ Group's common help desk at a law firm. Furthermore, we will strictly protect the privacy of information providers and ensure
that they are not treated disadvantageously due to the provision of information.
We will disseminate information about the Compliance Code of Conduct and Compliance Helpline to the KITZ Group's officers and employees through the Compliance Guidebook prepared in the languages of the countries in which each KITZ Group company is located, the company intranet, compliance education, or otherwise.
The Senior Executive Officers in charge of compliance will report the whistleblowing content and its investigation results to the Audit Committee as well as the Board of Directors in accordance with the Compliance Helpline Regulations.
When the whistleblowing desk established by the Audit Committee receives reports and consultations about violations of laws and regulations that are suspected of involvement of the KITZ Group's management executives, such as Directors, Senior Executive Officers, and Auditors that have the potential to seriously impede the management of the KITZ Group, we will, based on a request from the Audit Committee, cooperate with the investigation, provide information, and provide other necessary support or implement the necessary measures to resolve the problem, as well as implement measures to make corrections and prevent recurrences.
We will establish an Internal Audit Office that is under the direct control of the Representative Executive Officer & President and, based on the Internal Audit Regulations, smoothly and effectively conduct internal audits regarding the "effectiveness and efficiency of business operations," the "reliability of reporting (financial reporting etc.)," the "compliance with laws and regulations related to business activities," the "safeguarding of assets" as well as the "evaluation of the effectiveness of the corporate governance process," the "evaluation of the effectiveness of risk management in business activities, and contribution to the improvement of risk control systems of the Company and its consolidated subsidiaries."
In order to ensure the "reliability of reporting (financial reporting etc.)" of the Company and its consolidated subsidiaries, the Internal Audit Office will regularly evaluate the design and operation status of the internal control system related to financial reporting, and based on that evaluation, implement continuous improvement activities.
The General Manager of the Internal Audit Office will report plans, results, and other necessary information regarding internal audit of the Company and its subsidiaries to the Representative Executive Officer & President, the Audit Committee, Senior Executive Officers, and the presidents of the subsidiaries.
Senior Executive Officers, Divisional Supervisors, and the presidents of the subsidiaries, upon receiving the pointing out of problems based on the internal audit results from the General Manager of the Internal Audit Office, will promptly consider and implement improvement measures.
The General Manager of the Internal Audit Office will, as necessary, attend the Board of Directors meetings and prepare a system that allows for directly reporting on the implementation status and results of internal audit of the KITZ Group.
We will dispatch Directors and Auditors to major subsidiaries to supervise the execution of duties by the Directors of the subsidiaries.
In the Board of Directors Regulations, Authority Regulations, Approval Regulations, Group Company Management Regulations, and other related regulations (hereinafter collectively referred to as the "Group Company Management Regulations"), we will ensure the appropriateness of operations at our subsidiaries by clarifying the important matters that we approve of our subsidiaries.
When transactions are conducted among companies within the KITZ Group, we will ensure that they are fair and reasonable in light of laws, accounting principles, and other social norms.
We will respond resolutely and organizationally to antisocial forces and other related organizations that threaten social order and safety, in cooperation with lawyers and other experts and the police. Additionally, in order to fulfill our social responsibility as the KITZ Group, we will continue to implement initiatives to eliminate antisocial forces.
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Structure for storing and managing information related to the execution of duties
We will appropriately preserve and manage information in important documents (including electromagnetic records) related to the execution of duties by Senior Executive Officers in accordance with laws and regulations as well as internal regulations.
Senior Executive officers and Divisional Supervisors shall build and design a structure for appropriately storing and managing information on important documents (including electromagnetic records) related to the execution of duties by Directors at subsidiaries in accordance with laws and regulations and the internal regulations of the relevant subsidiaries, and supervise its operation.
Based on our information security policy regarding the creation, use, and management of information and our personal information protection policy, we will ensure the appropriate
storage and management of information and prevent leaks and inappropriate use of information. Additionally, the Information Security and Personal Information Protection Committee will comprehensively manage the information security of the KITZ Group and provide supervision over information security.
Based on internal regulations, we will keep important documents, such as approval documents, of the Representative Executive Officer and the Board of Senior Executive Officers available for viewing by Directors as necessary.
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Regulations and other structures regarding the management of the risk of loss in the KITZ Group
The Board of Directors will establish a risk management structure for the KITZ Group, establish a Basic Policy on Risk Management, and supervise its operation.
The Board of Directors will establish a Risk Committee chaired by an Outside Director as a voluntary organization whose purpose is to assist the Board of Directors in supervising the risk management of the KITZ Group and contribute to the sophistication of risk management as an integral part of the management strategy.
We will establish a supervisory division in charge of risk management and will work to enhance group risk management based on the Basic Policy on Risk Management.
The Board of Senior Executive Officers will, based on the Basic Policy on Risk Management, identify, analyze, and evaluate risks in the business execution of the KITZ Group, and consider and implement countermeasures.
We will establish committees for sustainability promotion, internal control, compliance, crisis management, risk management, investment and loans review, and the various other functions under the direction of the Representative Executive Officer & President to appropriately manage and evaluate the risks of the KITZ Group, and perform checks, improvements, and other necessary controls.
The Internal Audit Office will evaluate the KITZ Group's risk management process.
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Structure for ensuring that the duties are efficiently executed by the Senior Executive Officers of the Company and Directors of its subsidiaries
The Board of Directors will decide on important matters stipulated in the Board of Directors Regulations in addition to those stipulated by laws and regulations or the Articles of
Incorporation.
The Board of Directors will determine matters to be delegated to Senior Executive Officers among decisions related to business execution, aiming to speed up and improve the efficiency of decision-making.
The Board of Directors will determine the chain of command and division of duties for Senior Executive Officers.
The Board of Directors will receive reports from Senior Executive Officers regarding the status of business execution at least once every three months in principle and supervise them.
The Board of Directors will establish a Board of Senior Executive Officers that is composed of all Senior Executive Officers and presided over by the Representative Executive Officer & President appointed by the Board of Directors.
Of the matters delegated by Board of Directors to Senior Executive Officers, matters
delegated to all Senior Executive Officers will be determined by the Board of Senior Executive Officers meetings, and matters delegated to the Representative Executive Officers will be determined by the Representative Executive Officers.
The Representative Executive Officer & President will establish a Management Conference to receive reports on business execution from Senior Executive Officers and Divisional Supervisors, as well as confirm and coordinate the progress of the Medium-term Management Plan and the Annual Management Plan.
In order to speed up and improve the efficiency of decision-making and clarify the decision-making process, we will establish and operate Authority Regulations and Approval Regulations that define the authority and responsibility of each Senior Executive Officer and employee.
We will establish the financial policy of the KITZ Group, strengthen financial governance, and supervise and manage funds, foreign exchange, and financial institution transactions in the KITZ Group.
In order to supervise the management of subsidiaries, we will appoint the manager in charge of each subsidiary (hereinafter referred to as the "Subsidiary Manager").
In addition to serving as a Director of the applicable subsidiary, the Subsidiary Manager will also approve important matters related to the execution of business of the applicable subsidiary.
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Structure for reporting matters related to the execution of duties by Directors and employees of subsidiaries to the Company
The President & CEO of each subsidiary will report to the Representative Executive Officer & President of the Company regarding important matters related to the management status of the relevant subsidiary in accordance with the Group Company Management Regulations.
Directors and employees of each subsidiary will report important matters related to the execution of duties to the Subsidiary Manager.
Based on the Accounting Regulations and Consolidated Accounting Detailed Regulations, we will, by ensuring timely and appropriate reporting from our subsidiaries, accurately grasp the financial status and business results of the KITZ Group and appropriately maintain and manage consolidated accounting policies.
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Matters related to employees who assist the Audit Committee in its duties and their independence from Senior Executive Officers and matters related to ensuring the effectiveness of the Audit Committee's instructions to employees
We will establish an Audit Committee Office under the direct control of the Audit Committee as an organization to assist the duties of the Audit Committee and Audit Committee Members.
We will assign full-time employees in the Audit Committee Office who are capable of assisting the duties of the Audit Committee and the Audit Committee Members (hereinafter referred to as "Standing Full-Time Office Members").
If deemed necessary by the Audit Committee, we will have all employees belonging to the Internal Audit Office concurrently serve as members of the Audit Committee Office on a temporary basis (hereinafter referred to as "Temporary Office Members," and Standing Full-Time Office Members and Temporary Office Members are hereinafter collectively referred to as "Audit Committee Office Members"), and under the direction of the Audit Committee, we will ensure a structure that allows them to directly and preferentially give instructions regarding additional investigations related to internal audit and investigations into serious legal violations.
We will ensure independence of Audit Committee Office Members from business execution when these members perform their duties.
Directors (excluding Audit Committee Members) and Senior Executive Officers will not issue directions or orders when Audit Committee Office Members assist the Audit Committee with its duties.
Standing Full-Time Office Members will perform their duties in accordance with the instructions of the Audit Committee and the Audit Committee Members, as well as perform secretarial duties of the Audit Committee. In addition, Standing Full-Time Office Members may concurrently serve as Auditors of subsidiaries.
We will determine matters on personnel affairs of Standing Full-Time Office Members after obtaining the consent of the Audit Committee in advance. Additionally, the Audit Committee will conduct personnel evaluations of Audit Committee Office Members.
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Structure in which Directors (excluding Audit Committee Members), Senior Executive Officers, and employees of the Company, and directors, auditors, and employees of its subsidiaries, or persons receiving reports from these persons can make reports to the Audit Committee of the Company, and structure for ensuring that those who have made reports to the Audit Committee are not treated unfavorably due to the fact that they have made such reports
Directors (excluding Audit Committee Members), Senior Executive Officers, and employees of the Company and directors, auditors, and employees of its subsidiaries or persons receiving reports from these persons will promptly report to the Company's Audit Committee any facts that violate laws and regulations or the Articles of Incorporation, any fraudulent acts, or any other facts that may seriously impede or cause significant damage to the Company's management.
Directors (excluding Audit Committee Members), Senior Executive Officers, and employees of the Company and directors, auditors, and employees of its subsidiaries or persons receiving reports from these persons will, when requested by the Audit Committee to make reports, promptly make reports to the Audit Committee in accordance with laws and regulations and the Audit Committee Regulations.
We will not treat Directors (excluding Audit Committee Members), Senior Executive Officers, and employees of the Company and directors, auditors, and employees of its subsidiaries or
persons receiving reports from these persons disadvantageously due to the fact that they have made reports to the Audit Committee.
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Procedures for advance payment or reimbursement of expenses arising from the execution of duties by Audit Committee Members and other matters related to policies on the disposal of such debts
If we receive requests for advance payment or reimbursement of expenses associated with the execution of duties by the Audit Committee and Audit Committee Members, we will promptly respond to such requests, unless the requests are deemed not to be related to the execution of duties by the Audit Committee or the relevant Audit Committee Members.
We will bear the remuneration for experts such as lawyers and other expenses associated with the execution of duties by the Audit Committee and Audit Committee Members, including those paid in advance.
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Other structure for ensuring that the Audit Committee conducts audit effectively
We will ensure the effectiveness of audit by having Directors (excluding Audit Committee Members), Senior Executive Officers, and employees of the Company and directors, auditors, and employees of its subsidiaries respond to investigations and on-site audit by the Audit Committee.
We will ensure that the Audit Committee has opportunities to sufficiently exchange opinions with our Directors (excluding Audit Committee members), Senior Executive Officers, Financial Auditors, and other necessary persons.
The Representative Senior Executive Officer & President will regularly exchange opinions on management issues and other matters with the Audit Committee.
The General Manager of the Internal Audit Office will strive to work closely with Financial Auditors and Audit Committee Members at the three-way audit meeting presided over by the Audit Committee.
We will ensure that Audit Committee Members have opportunities to attend important meetings and express their opinions.
The Audit Committee will regularly exchange information and opinions with Auditors of subsidiaries in order to ensure the effectiveness of audit throughout the Group from the perspective of consolidated management. In addition, we will ensure opportunities to
collaborate with Auditors of subsidiaries and collect information from employees of subsidiaries at the request of the Audit Committee.
Audit Committee Members may utilize lawyers, certified public accountants, and other experts if deemed necessary for the performance of duties by the Audit Committee.
Summary of the operational status of systems for ensuring the appropriateness of operations
The summary of the Company's system development and status of operations based on the Basic Policy for Internal Control is as follows.
Overall Internal control system
In order to ensure that the KITZ Group's management foundations are sound and solid, the Company has established the Basic Policy on Internal Control and an internal control system based on laws and regulations, and operates this system.
Based on the key items of internal control systems under the Companies Act, including risk management, compliance with laws and regulations, appropriate business operations, and proper financial reporting, we are committed to working on the promotion of risk management and compliance management, establishment of a system for appropriate evaluation and handling of all business activities, and development and operation of a structure for the prevention of misstatements in financial reporting (financial statements). In addition, based on the key items of the Financial Instruments and Exchange Act, such as effectiveness and efficiency of operations, reliability of financial reporting, compliance with laws and regulations related to business activities, and preservation of assets, we conduct internal controls over financial reporting in accordance with the basic framework for internal controls set forth in "Evaluation and Audit Standards for Internal Controls over Financial Reporting and Establishment of Implementation Standards for Internal Controls and Audit over Financial Reporting (Opinion Statement)" published by the Business Accounting Council. At the same time, the Audit Committee, Financial Auditor, and Internal Audit Office work closely to assess the effectiveness of group-wide internal controls.
In addition, the Internal Audit Office conducts operational audits and internal control audits of the Company and its subsidiaries, and monitors the status of group-wide internal controls and appropriateness of business processes. Matters that require correction are notified to each group company, and follow-up audits are conducted on the corrective measures at each company. The Internal Audit Office directly reports audit results, etc. to the President and Chief Executive Officer, Audit Committee, and related divisions, and to the Board of Directors on a regular basis. Additionally, the issues, etc. are discussed and shared at the Internal Control Committee.
The operations of each organization are conducted in accordance with the Regulations concerning Official Authority, Draft Proposal Rules, and the decisions of the Board of Directors of the Company and its subsidiaries are made in accordance with Rules of the Board of Directors, Rules of the Board of Senior Executive Officers, and the Group
Companies Regulations. In addition, we deliberate and evaluate important matters related to appropriate decision-making in group management by establishing and operating function-specific committees for crisis response, compliance, risk management, internal control, sustainability promotion, quality assurance, information security, personal information protection, environment, safety and health, investments and loans, security export control, AEO trade and CI, etc.
Corporate governance structure
The Company has adopted a company with a Nominating Committee in its organizational design, aiming to strengthen its corporate governance and boost management speed.
This structure enables us to clearly separate supervisory and execution functions, strengthen the overseeing functions of the Board of Directors, and delegate a great deal of business execution authority from the Board of Directors to Senior Executive Officers. This, in turn, enables swift and agile decision making.
(As of December 31, 2025)
Board of Directors and Directors
The Board of Directors makes decisions on the KITZ Group's corporate philosophy, Long-term Vision, Action Guide, Medium-term Plan, annual plans, and the Basic Policy on Management, aiming for the Group's sustainable growth and the medium- to longterm enhancement of its corporate value. It also deliberates and decides on important matters designated by law, regulation, the Articles of Incorporation, and the Board of Directors' regulations. In addition, the Board of Directors supervises business execution
through measures such as regular reporting on the status of business from the Senior Executive Officers.
As of December 31, 2025, the Board of Directors consists of ten (10) Directors, seven (7) of whom are Independent Outside Directors (two (2) of these are female Directors). Based on the "Directors and Senior Executive Officers' Election and Dismissal Policy" established by the Board of Directors, the Board is composed in consideration of a good balance in terms of knowledge, experience, skills, expertise, gender, international experience, business career, age, etc., to ensure diversity and an appropriate size of the Board.
Committee
In addition to the Board of Directors, Nominating Committee, Audit Committee, and Compensation Committee, the Company established a voluntary Risk Committee as a supervisory function. As of December 31, 2025, Independent Outside Directors comprise the majority of members of each committee, with an Independent Outside Director serving as Chairperson.
Nominating Committee
In addition to deciding the details of proposals for the election and dismissal of Directors to be presented to the General Meeting of Shareholders, based on the "Directors and Senior Executive Officers' Election and Dismissal Policy" established by the Board of Directors, the Nominating Committee also deliberates on matters such as the nomination of candidates for the positions of the Chairman of the Board, Chair of the Board of Directors, members and chairpersons of statutory and voluntary committees, and Senior Executive Officers, as well as the planning of next generation managers, and reports the results of its deliberations to the Board of Directors.
Audit Committee
The Audit Committee audits the execution of duties by the Directors and Senior Executive Officers, and prepares audit reports. It also decides on the content of proposals for the election, dismissal, or non-reelection of the Financial Auditor, to be submitted to the General Meeting of Shareholders.
In addition, the committee has Standing Audit Committee Members, who attend important internal meetings of bodies such as the Board of Senior Executive Officers and
the Management Meeting, to promote timely and accurate information gathering and information sharing among the members.
Compensation Committee
The Compensation Committee determines the "Policy for Determining the Individual Remuneration for Directors and Senior Executive Officers" and the details of the individual remuneration for Directors and Senior Executive Officers. Remuneration for Directors and Senior Executive Officers will be set at an amount commensurate with the business performance of the Company, taking into account the standards of other companies with a focus on increasing motivation to achieve the Long-term Management Vision and Medium-term Management Plan and to improve the corporate value of the KITZ Group.
Risk Committee
The Risk Committee assists the Board of Directors to supervise Group-wide risk management. It aims to manage risk as part of management strategy, contributing to its enhancement. The committee identifies specific themes related to significant risks and discusses whether these themes are handled appropriately at an executive level. It reports on the results of these discussions to the Board of Directors.
Independent Outside Directors Meeting and Lead Independent Outside Directors
The Company established an Independent Outside Directors Meeting as a body independent from the Board of Directors. This meeting comprises all Independent Outside Directors and one (1) Lead Independent Outside Director is appointed from among them by a mutual vote. At this meeting, they exchange information required to actively contribute to discussions in the Board of Directors meetings, promote common recognition of various matters, and freely discuss matters including the Company's business and corporate governance from an objective standpoint.
Board of Senior Executive Officers and Senior Executive Officer
As of December 31, 2025, the Company elects six (6) Senior Executive Officers and appoints one of them to be the Representative Executive Officer (President). Senior Executive Officers are delegated broad authority from the Board of Directors and engage in swift decision-making regarding management and the execution of operations. In
addition, several Executive Officers are appointed as key employees under the direction of Senior Executive Officers for execution of duties.
The Board of Directors has established a Board of Senior Executive Officers made up of all Senior Executive Officers. Matters delegated by the Board of Directors to all Senior Executive Officers are determined by the Board of Senior Executive Officers by consensus.
Management Meeting
The Company has a Management Meeting under the command of Representative Executive Officer and President. The Management Meeting consists of all Senior Executive Officers, Executive Officers, and department heads that Senior Executive Officers and Executive Officers nominate. The Management Meeting is held every month. In addition to lively discussions over important management issues, the Management Meeting manages the progress of management plans and makes adjustments accordingly.
Expert Committees
The Company, under the direction of the Representative Executive Officer and President, has established several Expert Committees, including the Sustainability Committee, Internal Control Committee, C&C Management Committee (a specialized committee responsible for compliance, crisis response, and risk management), Investment and Loans Review Committee, and other function-specific committees. These committees deliberate on important matters such as the promotion of sustainability management, ensuring the appropriateness of the KITZ Group's operations, addressing risks, and promoting compliance management, and report to the Representative Executive Officer and President. Furthermore, particularly noteworthy matters are deliberated by the Board of Senior Executive Officers and then reported to the Board of Directors.
Management and supervision of the overall business operation and execution of the KITZ Group
The Company has established group company management policies to supervise the management and business execution of its subsidiaries and has appointed department heads responsible for overseeing each subsidiary.
The Representative Directors and President of each subsidiary report important matters related to management status to the Company's Representative Executive Officer and President in accordance with these policies. Additionally, the Directors and employees of
each subsidiary report important matters related to the execution of their duties to the Company's department heads responsible for the respective subsidiaries.
Furthermore, the department heads responsible for the subsidiaries concurrently serve as Directors of the target subsidiaries and approve important matters related to the business execution of the supervised subsidiaries in accordance with these policies.
Compliance Structure
The Company has established the KITZ Group's Corporate Mission structure and has placed "Do it True" (Integrity and the Truth) at the topmost element of its "Action Guide," positioning compliance as the most important management issue.
At the KITZ Group, the Company and its Group companies have established the C&C Control Committee, chaired by the Representative Executive Officer and President or Representative Director and President, as an organization to implement and supervise compliance management. In addition, within the Company, a department to promote compliance management has been established, and various initiatives have been undertaken to enhance compliance, including the formulation of a compliance code of conduct that all officers and employees of the KITZ Group must adhere to, the implementation of education and training, the verification of effectiveness through compliance survey, and the operation of a compliance helpline (Whistleblowing System). For the compliance code of conduct, compliance helpline, etc., they are outlined in the Group's Compliance Guidebook, which is translated into the languages used in countries where our Group companies are located, and are thoroughly communicated to the KITZ Group's officers and employees through internal intranet, compliance education and other means.
Whistleblowing System
In order to promote compliance management, the Company and its subsidiaries have established a Compliance Helpline as a contact point for reporting and consultation concerning information about any acts in violation of laws, regulations, or compliance identified by management or employees of the Company and its subsidiaries. The Compliance Helpline is managed and operated by the C&C Control Committee of the Company and each Group company. Reports and consultations received are investigated swiftly while strictly protecting the confidentiality of the reporting party, and timely and appropriate corrective measures are implemented in response. We have established several other consulting and reporting contact points within and outside the Group, such as an external legal office and the Compliance Helpline of the Company (parent company)
in addition to the internal compliance helplines of each company, so that the Group's all directors, officers, and employees can feel secure in using the system.
Information received by the Compliance Helpline, along with the corresponding responses and results, is reported to the Audit Committee and the Board of Directors.
Risk Management Structure
As a company with a Nominating Committee, the Company clearly separates the overseeing and executive functions of management, and the supervision of risk management stands as an important role to be fulfilled by the Board of Directors. Based on this recognition, we have also established the Risk Committee as a non-statutory supervisory body. On the execution side, under the supervision of the Board of Directors and based on the "Basic Risk Management Policy" established by the Board of Directors, the officer in charge of risk management, who is also a member of the C&C Control Committee, promotes risk management at the Company and each Group company under the direction of the C&C Control Committee.
Additionally, based on the evaluation criteria formulated by the C&C Control Committee, we quantitatively determine the importance of risks associated with business activities using two axes of "frequency of occurrence" and "impact on management," and then identify significant risks and take necessary countermeasures.
Furthermore, to ensure the appropriateness of decision-making on important matters related to business execution of the KITZ Group, function-specific committees related to crisis response, compliance, risk management, internal control, sustainability promotion, quality assurance, information security, personal information protection, environment, safety and health, investment and loans, and security trade have been established under the direction of the Representative Executive Officer and President to manage risks and provide consultations.
Internal Control
As a department responsible for conducting internal audits of the Company and its subsidiaries, an Internal Audit Office was established under the direction of the Representative Executive Officer and President. The Internal Audit Office closely collaborates with the Audit Committee and Financial Auditor to evaluate the "effectiveness and efficiency of operations," "reliability of reporting (including financial reporting)," "compliance with laws and regulations related to business activities," "preservation of assets," as well as "evaluation of the effectiveness of corporate governance processes" and "evaluation of the effectiveness of risk management in
