Corporate Governance
IIJ recognizes the importance of having an effective corporate governanace structure to consistently enhance its corporate value.
The Company's Board of Directors consists of 12 directors, including 4 outside directors. 7 of 12 directors are engaged in the operation of business.
The Company's Board of Statutory Auditors consists of 4 statutory auditors, 3 of whom are outside statutory auditors including an attorney from a Japanese law firm and a certified public accountant. Separately, the Company has an internal auditing office consisting of two members, including a general manager.
Activities by the directors and all employees of the Company and its subsidiaries are controlled by IIJ's Code of Ethics and Basic Rules for Internal Control.
Statutory auditors, outside directors and directors engaged in the operation of business monitor each other in terms of directors' business operations, by means of ordinary (monthly) and extra-ordinary meetings of the Board of Directors and operational meetings of directors engaged in the operation of business and department heads.
Since the Company's American Depository Shares are listed on the NASDAQ market in the United States, IIJ is subject to the Sarbanes-Oxley Act by taking measures, including but not limited to:
- The Chief Executive Officer and the Chief Financial Officer personally certify the accuracy of the annual report on Form 20-F, including its consolidated financial statements, that is submitted to the United States Securities and Exchange Commission (SEC),
- The Board of Statutory Auditors adapts policies and procedures for pre-approving all audit and permissible non-audit work performed by independent registered public accounting firm,
- The Board of Statutory Auditors establishes procedures for the confidential, anonymous submission by IIJ's employees of concerns regarding questionable accounting or auditing matters,
- IIJ provides for appropriate funding, as determined by the audit committee in its capacity as a committee of the board of directors,
- The Board of Statutory Auditors includes a financial expert, and
- Loans to directors and/or statutory auditors of the Company and its subsidiaries are prohibited.
