Chubu Electric Power Group Report 2021(Integrated Report)

Board of DirectorsIn principle, held once a month. Deliberates on and decides items concerning legislation and articles of incorporation, and important items related to man-agement. Additionally, receives reports on the execution of duties from directors in order to supervise the execu-tion of the duties of directors. In order to strengthen supervisory functions, exter-nal directors have been introduced. Senior Executive Committee and Management Strategy CommitteeThe Senior Executive Committee, comprised of the President, Executive Vice Presidents, Company Presidents, General Managers and other executive ofcers, meets once a week in principle for preliminary deliberation of items on the agenda of the Board of Directors and to discuss other important busi-ness matters. Meanwhile, the Management Strategy Committee, consisting of repre-sentative directors and other ofcers, discusses the direction of the compa-ny’s business in the medium to long term. Risk Management CommitteeThe Risk Management Committee, which is chaired by the President and consists mainly of Executive Vice Presidents and Executive Ofcers, deliber-ates and reports on items concerning serious risks. Board of AuditorsThe Board of Auditors works to allocate the roles of the Corporate Auditors and share information in order to conduct audits more systematically and efciently. It also issues decisions and approvals regarding matters of law and the items prescribed by the articles of incorporation. Corporate Auditors audit every aspect of the performance of duties by the Directors, for which purpose they deepen their understanding of the Directors, the internal audit divisions, and operating divisions, attend meet-ings of the Board of Directors and other important meetings, hear from the Directors regarding the performance of their duties, and examine the circum-stances of the company’s operations and nances. They also perform their duties for the purpose of thoroughly monitoring and verifying resolutions made by the Board of Directors regarding establishment of systems to ensure the quality of corporate administration and the operating status of the system (internal control) developed by such resolutions. With regard to Group companies, we maintain communication and share information with their directors and auditors, and keep ourselves informed of their business activities whenever necessary. Internal Audit OfceThe Internal Audit Ofce is an organization that reports directly to the President, is independent from operating divisions, and is responsible for performing internal audit functions. It performs audits on the activities of operating divisions such as quality control for safety at nuclear power plants, basing its perspective on internal control system effectiveness (including internal controls over nancial reporting) and CSR. The results of each of these initiatives are reported to the president and presented as advice and recommendations to the relevant divisions so that they can con-tinuously make improvements. The internal audit process was veried by an independent organization in FY2015 as part of the company’s efforts to improve and maintain the qual-ity of audits. The scope of internal audits by the ofce includes associated compa-nies. To help improve internal control systems and practices across the group, the Internal Audit Department also shares information with internal audit divisions of associated companies and provides other support. Nomination and Remuneration CommitteeThe Committee consists of the President and three independent external directors. In developing appointment proposals for directors, corporate audi-tors, and executive ofcers and determining the remuneration of directors and executive ofcers, the Committee ensures the fairness and transparency of the process by obtaining advice from the external directors. Safety & Health Promotion CommitteeThe Safety & Health Promotion Committee was established in August 2019 to vigorously promote safety and health promotion initiatives. Main attend-ees of the Committee include senior management, including the presidents of Chubu Electric Power, Chubu Electric Power Grid, and Chubu Electric Power Miraiz, as well as representatives from the labor union and external experts. The Committee, through its meetings, shares issues to cultivate safety culture and to promote health management and deliberates and makes decisions on measures to resolve them. Compliance CommitteeThe Compliance Committee, which is chaired by the President, was estab-lished on December 1, 2002 to promote compliance comprehensively and surely. The Committee deliberates policies and measures concerning compli-ance promotion and conducts fact-nding research on compliance matters as well as other activities related to compliance promotion. Zero Emissions CommitteeIn March 2021, the Zero Emissions Committee was established, chaired by the President, to take on the challenge of achieving net zero CO2 emissions for the Chubu Electric Power Group’s entire business in 2050. The Committee will set ultra-long-term and medium-to-long-term targets for Chubu Electric Power, operating companies and group companies and formulate and evaluate action plans for attaining these targets.Nine directors including external directors Held 14 times/year*Five auditors including external auditorsHeld 17 times/year*President and three external directorsHeld 7 times/year** The number of times the Board of Directors, the Board of Auditors, and the Nomination and Remuneration Committee met are the actual gures from FY2020.Top CommitmentValue CreationClimate ChangeStrategyBusiness ActivitiesGovernanceHuman ResourcesFinancial / Corporate Data56Chubu Electric Power Group Report 2021Corporate Governance

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