Operation of the Board of Company Auditors

Appointment or dismissal of company auditors

The appointment or dismissal of company auditors is resolved at the General Meeting of Shareholders. IIJ submits the proposal of candidates for company auditors to the General Meeting of Shareholders with the consent of the Board of Company Auditors. In order to ensure the effectiveness of audits, IIJ selects candidates for corporate auditors impartially on the basis of their ability, who are familiar with corporate governance-related systems and have a high level of knowledge of laws and regulations as well as finance and accounting, regardless of age, gender and other factors. In addition, IIJ makes an effort to appoint financial and legal experts as company auditors.

Results of operation of the Board of Company Auditors and attendance at meetings of the Board of Directors

The Board of Company Auditors holds meetings once a month, at which each company auditor reports on the status of execution of duties and requests reports from the accounting auditor, officers and employees as necessary. Company auditors attend meetings of the Board of Directors and monitor the Board of Directors' decision-making processes and business supervision through vigorous discussions and exchanges of opinions.

Results of company auditors' audits

The Company Auditors hold regular meetings with the representative directors to exchange opinions on issues that needs to be addressed by IIJ, and important audit-related issues. The Company Auditors ensures the effectiveness of audits by actively conducting interviews with directors, executive officers, managers of departments, directors of subsidiaries and equity method investees, exchange of opinions with the internal auditing office, communicating with the Accounting Auditor, and monitoring of the operation of the whistleblowers hotline system, etc.

In order to conduct efficient audits, the Board of Company Auditors works in close cooperation with the internal auditing office, regularly exchange opinions with them, and receives reports on internal audit plans and results in a timely manner.

The Board of Company Auditors receives reports, exchanges opinions with the Accounting Auditors on audit plans, priority audit items, status of audits, major audit considerations, audit results (including interim review) etc., and attends inventory audits in order to improve the efficiency and quality of auditing activities by the Corporate Auditors.

Determination of remuneration for company auditors

The upper limit of the maximum aggregate amount of remuneration for company auditors is JPY100 million or less per year, which has been applied to the current four company auditors. From the viewpoint of ensuring their independence, remuneration for corporate auditors is not linked to IIJ's business performance. Therefore, their remuneration is fixed remuneration (cash remuneration).