Basic Policy on Corporate Governance

We see Corporate Governance at the Company as a framework for energizing the Board of Directors, the decision-making body of the Company, and of effectively utilizing the Company's functions of monitoring and supervising its senior management.
The various methods used for the smooth corporate management of the Company are  encompassed within corporate governance, and by increasing transparency for the stakeholders involved with the Company (shareholders, customers, employees, business partners, local communities, etc.), we aim to establish a system that realizes efficient management.

Based on the above basic approach, our basic policy is to implement Japan's Corporate Governance Code to ensure rationality in our decision-making, and by further enhancing our corporate value, to respond to the expectations of all our stakeholders.

Corporate Governance Report

Corporate Governance Report

Corporate Governance Organizational Chart

Overview of Current Corporate Governance System

In addition to conducting proper supervision of operational execution at the Board of Directors, to conduct important decision-making through multi-faceted analysis, we believe that having a Board of Directors composed of Directors with diverse backgrounds is essential.
Furthermore, regarding the scale of the Board of Directors, after considering whether they can sufficiently exercise the above roles of the Board of Directors, we secure the appropriate human resources as necessary, and the Company currently has seven Directors including Directors who are Audit and Supervisory Committee Members (including four Independent Outside Directors).
Given the importance of forecasting changes in the management environment and reflecting that forecast in the management strategy in selecting Director candidates, we work to select well-balanced candidates with expertise, including candidates with management experience at other companies and knowledge of corporate management. Independent Outside Directors include individuals with management experience at other companies.

Management and Business Execution System

From the standpoint of ensuring transparency and fairness in decision-making and realizing effective corporate governance, the Company has established an Audit and Supervisory Committee.
While holding deliberations and resolutions on the basic policy associated with the Group's management and important matters as its decision-making body, by placing important matters on the agenda and through regular reports on important matters, the Board of Directors also supervises the state of operational execution.

Management Monitoring and Supervisory System

The Company elects multiple Outside Directors so that the Company's management can receive appropriate suggestions and advice from an objective standpoint and outside perspective and to strengthen the supervisory function of the Board of Directors.

Overview of Corporate Governance System

The Company's Board of Directors is composed of Hirofumi Nishira, who makes management decisions and performs business execution as the Representative Director and President, and Directors Tetsuya Matsuoka and Yuya Kitagawa, as well as Hiroyuki Nishimura, Aya Ozasa, Tomonori Ishiwata, and Masahiro Terada as Directors who are Audit and Supervisory Committee Members (all four are also Outside Directors). To prevent serious risks from materializing ahead of time, the Company has also established a system of corporate governance with an Internal Audit Office under the direct supervision of the Representative Director and President and an Accounting Auditor to audit the details of our financial statements and appropriateness of our accounting methods from a fair, third-party perspective.

Establishment of a Voluntary Committee for Decisions on Nominations and Remuneration

To strengthen the independence, objectivity, and accountability of the functions of the Board of Directors associated with the nomination and remuneration of Directors, the Company has established a Nomination and Remuneration Committee that is chaired by an Independent Outside Director, and of which Independent Outside Directors account for a majority of the members. 
When evaluating important items such as decisions on the nomination and remuneration of the senior management, items are first thoroughly deliberated and resolved at the Nomination and Remuneration Committee while sharing diverse opinions, and then proposed to the Board of Directors.

Other Voluntary Committees

Compliance & Risk Management Committee

This committee examines and deliberates on matters related to the formulation of basic policies, plans and systems for compliance and risk management, and identifies risks in the Company and formulates and implements appropriate countermeasures in accordance with their importance. In addition, the results are reported to the Board of Directors.

ESG Committee

This committee examines various policies, targets, and measures related to ESG promotion, drafts plans, and reports the results to the Board of Directors.

Skill Matrix of the Board of Directors

◎＝Chairperson　○＝Committee member

*The list above does not indicate all the knowledge and experience each person has.