CSR

Corporate Governance

Overview of Our Corporate Governance

At INPEX, the Board of Directors meets once a month or as needed to review and make decisions for implementing important business operations and to oversee the directors’ execution of their duties. The CEO serves as both a corporate officer and chairman of the Board of Directors. The Board of Directors is comprised of 15 members, of whom four are external directors—management professionals with long years of experience and knowledge concerning our operations. These directors are appointed by INPEX to provide their expert opinions and objective insights into the management of our operations and are expected to contribute to the development of the company. Two of the four external directors serve concurrently as managing directors of operating companies that own stock in the INPEX Group.

Since the operating companies are engaged in the same fields of business as INPEX, all members of the Board, including external directors sign and submit pledges concerning appropriate handling of non-competition clauses and conflict of interest transactions in accordance with the Companies Act as well as the prevention of information leakage.

In addition, we hold a Management Committee meeting once a week, or more often if required, to facilitate flexible decision-making on matters not subject to the approval of the Board of Directors. Moreover, we established the Executive Officer System to make the management structure more flexible and efficient.

A statutory auditor system is also in place with the Board of Statutory Auditors composed of five statutory auditors, four of whom are external auditors. Under this system, statutory auditors attend meetings of the Board of Directors as well as the Management Committee, and hold interviews with and request reports from relevant divisions as needed. They are responsible for auditing the directors’ execution of their duties in day-to-day operations and individual projects. They also receive reports from the independent auditors on regular and irregular audits and, as needed, reports from the Internal Audit Unit on the state of internal audits. The four external auditors are chosen for their wealth of experience and knowledge in the E&P business, finance, and other fields, which they put to use in their auditing duties for INPEX.

We also have an Internal Audit Unit with 14 full-time members, independent of our business divisions and reporting directly to the CEO to ensure the appropriateness and efficiency of business activities. The unit reviews and evaluates the status of management entities and the efficiency of business operations, identifies problem areas, submits reports to management, and performs follow-up audits to ensure continual improvements. The unit also consults with the independent and statutory auditors in a timely manner to ensure sound management.

Internal Control System

In accordance with the internal control reporting system mandated by the Financial Instruments and Exchange Act enacted in April 2008, the assessment team of the audit unit assesses the establishment and operation of internal control systems for financial reporting in the INPEX Group. As a result of this assessment, which was concluded at the end of March 2011, we determined that the internal control systems for financial reporting were functioning effectively, and these findings were submitted to the pertinent regulatory agency in June 2011 as an internal control report. We also received an unqualified opinion from an independent auditor regarding our internal control report.

Corporate Governance Structure

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