Corporate Governance

Corporate Governance Structure

As of October 2, 2023

Directors and Board of Directors

The Board of Directors consists of nine directors, including three outside directors (outside directors make up one-third or more of the total number of directors). The Board of Directors makes decisions about management policies and other important matters and supervises the execution of business by the directors and executive officers. The Chiba Bank has also adopted an executive officer system. This system provides for the clear separation of the roles of the directors, who reach decisions on important matters, supervise the execution of business operations, and perform other tasks, and the role of the executive officers, who conduct business operations.

Audit & Supervisory Board and Its Members

The Chiba Bank has adopted a company with audit & supervisory board system with five Audit & Supervisory Board members, including a majority of three outside Audit & Supervisory Board members. In particular, three of the Audit & Supervisory Board members, including two of the outside Audit & Supervisory Board members, are standing Audit & Supervisory Board members. They regularly attend meetings of the Board of Directors and other important meetings, check important documents, and perform other tasks to conduct objective and reasonable audits of the status of business execution. The Chiba Bank believes that this system provides an adequate management supervisory function.

Appointment, Remuneration and Corporate Advisory Committee

For nomination and remuneration of the Chiba Bank’s directors, the Appointment, Remuneration, and Corporate Advisory Committee has been established to ensure objectivity, timeliness, and transparency. The committee members are selected by the Board of Directors and include a majority of outside directors.

Internal Audit

The Audit and Inspection Division, which reports directly to the Board of Directors and is independent of the units subject to auditing, conducts internal audits of headquarters, branches and subsidiaries in accordance with the Internal Audit Regulations and the Internal Audit Plan, which is established each year by the Board of Directors. The division reports the results and findings of internal audits on a monthly basis to the Board of Directors, in addition to the Internal Audit Committee, which meets once a month as a rule. Problem areas from the perspective of compliance and risk management and improvement measures are examined during this process.

Group Management Systems

The Group Chief Officer System^* was introduced and under the overall supervision of the Group CEO, the Group Chief Officers are assigned responsibility for their areas of supervision, thereby creating a Group-wide corporate management system. Moreover, a responsible director is assigned to supervise each Group company and meeting of the Group Supervision Committee are held to strengthen understanding, management, and supervision of the management status of Group companies. In addition, the Chiba Bank’s internal audit units conduct internal audits of subsidiaries and assure proper operations throughout the Chiba Bank Group.

• The following Group Chief Officers are assigned.

• Group Chief Executive Officer
• Group Chief Operating Officer
• Group Chief Strategy Officer
• Group Chief Risk Officer
• Group Chief Business Officer
• Group Chief Information Officer
• Group Chief Digital Transformation Officer
• Group Chief Human Resources Officer