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Our Company / Corporate GovernanceENSURING QUALITY OF GOVERNANCE

6.ENSURING QUALITY OF GOVERNANCE

  1. 6.1 Induction and Training Program

    Induction and training program:

    When appointed and during his/her tenure, each Director will participate in an induction and training program that covers JERA's Corporate Philosophy, governance structure, business strategy, general financial and legal affairs, financial reporting by JERA, any specific matters unique to JERA and its business activities, and the responsibilities of the Directors.

    Where improvement of the induction and training program is deemed necessary, the Board will identify areas where the Directors may benefit from further training or study and accordingly improve the programs.

    Costs borne by company:

    The costs of the induction program and any further training or study will be paid by JERA.

    6.2 Responsibility for Securing, Providing and Reviewing Information

    1. 1. Each Director takes responsibility for obtaining all information from Management and the corporate and accounting auditors needed to carry out their duties. If the Board or any Director thinks it necessary, information may be obtained from other employees and external advisers. The Board may invite senior executives and external advisers to attend and actively participate in Board discussions, but will not allow them to vote at its meetings.
    2. 2. The Chairman and the President will see to it that the Board is provided with necessary information to properly function reasonably in advance, considering the lead time each item will require.
    3. 3. Each Director is expected to review and consider information provided prior to a Board meeting, and to seek supplementary information and explanation of information as reasonably required in preparation.

    6.3 Expert Advisory Boards

    Purpose:

    The Board will establish Expert Advisory Boards (the “EABs”) for the purpose of:

    1. 1.providing the all Directors and Management access to global experts in the core areas of JERA’s business, in order to:
      1. (1) obtain a global perspective on international trends and JERA’s strategic approach in addressing these trends;
      2. (2) provide a forum to discuss and obtain a global perspective on key management and business issues; and
      3. (3) accelerate the development of JERA as a leading global energy company;
    2. 2.strengthening JERA’s core values of “diversity” and “excellence”; and
    3. 3.broadening JERA’s network of global contacts and strengthening JERA’s reputation.
    Establishment of the EABs:

    Initially, the Board will establish EABs regarding Power Generation and Fuel Business. EABs may be formed or disbanded from time to time by the Board.

    Leadership:

    The Chairman will lead the establishment and management of the EABs, and the preparation for and conduct of meetings of the EABs. The Chairman will keep the Board informed as to planning for and material developments regarding the EABs.

    EAB meeting participation by the Directors and Management:

    All of the Directors will be invited to join each EAB meeting. Directors with responsibility for the subject matter of an EAB meeting are expected to join such meeting. The Chairman may invite additional members of Management to join EAB meetings as necessary.

    The Directors will make efforts to make the EABs valuable to JERA, and to take reasonable consideration of and help JERA realize value from the relevant information and advice provided by the EABs.

    6.4 Board Self-Assessment

    The Board will discuss the Board’s activities, assess the Board’s performance, and consider ways to improve the effectiveness of the Board when appropriate.