Corporate Governance Structure

Aiming to increase corporate value, Hitachi Information Systems will establish and enforce systems that will facilitate quick business management. We believe that speeding up management response-times, and realizing effective and highly transparent management, are fundamental for corporate governance, this is a vital management issue.
For compliance in particular, and with corporate governance as its core, we have established the Hitachi Information Systems Corporate Code of Conduct. All employees can now follow the same principles, and we are making sure that this is fully implemented.
A tradition of “faithfully following the right path” exists for all members of the Hitachi Group. The Hitachi Information Systems’ Corporate Code of Conduct Guidebook states, “There are some things that will not change, no matter how much the world changes”; this is the “foundation”. “Respecting each individual’s human rights and acting without resorting to ambiguous methods, means, or actions”; this is the “right path”.
The fundamental concepts in our Corporate Code of Conduct are the “right path and foundation”. They clearly state that individuals are asked to observe not only corporate and social laws and ethics, but also to gain an understanding of the concepts and actively adhere to the codes of conduct.
“Compliance”, for the directors and employees in the Hitachi Information Systems Group, means full adherence to the Corporate Code of Conduct, and incorporating the “right path” and “foundation in their everyday lives and actions”.

The Board of Directors adopts fundamental management policies and supervises executive officer's execution of business. Since Jul. 1, 2007, the 3 of 7 members on the Board of Directors are from outside the company, and these directors sit on the following 3 committees, Nominations Committee, Audit Committee and Compensation Committee, with 3 members per committee of which 2 are from outside the company.

Business is enforced by determining the matter of business according to the division of duties decided at the Board of Directors meeting. The number of executive officers as of Jul. 1, 2007 is 15. A management meeting organized by the executive officers is held (twice a month) to discuss matters that will directly affect the company, and to unify intent and purposes of these matters.

Since Jul. 1, 2007, there are no special concerns or stakes with our company and the outside members of the board of directors committee.