Corporate Governance

Basic Views on Corporate Governance

We recognize that corporate governance is an important issue in realizing our mission, vision, and values.
We strive to maintain and strengthen our management foundation by enhancing soundness and transparency in management, fulfilling our responsibilities to all stakeholders including shareholders, and building relationships of trust.

Reasons for Adoption of Current Corporate Governance System

The Company has established a General Meeting of Shareholders, Board of Directors, and Audit & Supervisory Board, as well as a Corporate Audit Office to monitor day-to-day operations. The Company has adopted this system based on the judgment that the soundness, efficiency, and transparency of management can be ensured through the mutual cooperation of these bodies.

Corporate Governance Structure Diagram

Corporate Governance Structure Diagram

Board Effectiveness Evaluation Results

For details on the Board Effectiveness Evaluation Results, please refer to the Corporate Governance Report.

Corporate Governance Report

Our company has submitted the Corporate Governance Report to the Tokyo Stock Exchange.

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    Skill Matrix

    Board of Directors

    No. Name Current Position Attributes Skill Matrix of Board of Directors Committee
    Independent Non-executive Gender / Nationality Corporate Management Global Business Technology ESG/Sustainability Finance, Tax, and Accounting IT / Degital Legal / Risk Management Corporate Governance Nominations and Remuneration Committee
    1 Teruo Ninomiya Representative Director,
    President and CEO    		 ● ● ● ● ● ●
    2 Mike Hadsell Director, Executive Officer and COO ●Foreign language ● ● ● ● ●
    3 Seiichi Itoga Director, Executive Officer and CFO ● ● ● ● ●
    4 Takashi KurobeNew Director ● ● ● ● ● ●
    5 Tsuyoshi YamazakiOutside Director ● ● ● ● ●
    6 Tadahiro SuharaOutside Independent Director ● ● ● ● ● ● ● ●
    7 Chiharu TokoroOutside Independent Director ● ● ●Female ● ● ● ●
    8 Elvis DengOutside Independent Director ● ● ●Foreign language ● ● ● ●

    Audit & Supervisory Board Members

    No. Name Current Position Attributes Skill Matrix of Board of Directors Committee
    Independent Non-executive Gender / Nationality Corporate Management Global Business Technology ESG/Sustainability Finance, Tax, and Accounting IT / Degital Legal / Risk Management Corporate Governance Nominations and Remuneration Committee
    1 Masaaki UsuiOutside Independent Audit & Supervisory Board Member ● ● ● ● ●
    2 Kazuko SaitoOutside Independent Audit & Supervisory Board Member ● ● ●Female ● ● ●
    3 Takeshi MotomuraOutside Independent Audit & Supervisory Board Member ● ● ● ● ●
    (Note)
    Regarding the skill matrix for director candidates and coporate auditors, from a corporate management perspective, we have identified skills of particularly high importance for realizing our company's medium- to long-term management strategy and marked individuals possessing extensive experience and deep insight with ●.

    Status of Concurrent Appointments of Directors

    The Company has not established any specific restrictions on corporate auditors concurrent holding of as directors and corporate auditors. However, in cases where directors and corporate auditors hold concurrent positions at other listed companies, the Company confirms that such positions do not affect their duties as directors and corporate auditors of the Company.
    The status of important concurrent positions held by each Director and Corporate Auditor with other listed companies is disclosed in the Business Report and the Reference Documents for the General Meeting of Shareholders.

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