Otsuka Holdings Corporate Governance Structure Shareholders' Meeting Consults Elects/Dismisses Operational audits Accounting audits Elects/Dismisses Elects/Dismisses Corporate Governance Committee Board of Directors Audit and Supervisory Board Recommends Appoints/Dismisses (Cooperates with) (Cooperates with) President and Representative Director, CEO Accounting audits Instructs Reports Accounting Auditor Internal Audit Department (Cooperates with) Approval of material matters/ Management guidance Meeting of the Group's boards of corporate auditors Prior consultation/Ex post facto reports Subsidiaries (Shareholders' Meeting, Board of Directors, Audit and Supervisory Board Members, etc.) Figure 1.2: Example of parties to Corporate Governance