Strengthening Transparency and Oversight Functions through Outside Directors and Audit & Supervisory Board Members

「Under its mission, “Creating vitality through the power of work,” our Board of Directors delegates executive authority to executive officers to enable rapid decision-making aimed at achieving sustainable growth in corporate value, and focuses its primary role on supervising management. In this way, it exercises an effective supervisory function and makes fair and optimal decisions.」

「While redefining our corporate philosophy, we have positioned corporate governance as one of management's most important priorities based on that philosophy and in light of the Corporate Governance Code. To continuously strengthen governance, the Board of Directors resolved the Basic Policy on Corporate Governance and published it on our website. On the same date, we also established the Basic Policy on Sustainability, Basic Policy on Compliance, Basic Policy on Risk Management, and Basic Policy on Information Security as policies concerning the effectiveness of corporate governance based on the Basic Policy on Corporate Governance, and are working to strengthen governance continuously.」

「In addition, effective 1 April 2024, we adopted a structure with 2 Representative Directors. In promoting the Fourth Medium-Term Management Plan Rolling Plan, we are working to accelerate decision-making and strengthen business execution capabilities. Representative Director and President Tomura Manabu (外村 学) is responsible for strengthening organizational capabilities in addition to realizing the Fourth Medium-Term Management Plan Rolling Plan, and is advancing the development of autonomous business management. Representative Director and Chairman Wakayama Yoichi (若山 陽一) is responsible for formulating the next medium-term management plan and management policies to realize the long-term management vision through the fiscal year ending March 2030, and is advancing the development of the business concept.」

「Our Board of Directors comprises 6 members in total: 2 directors excluding those who are Audit and Supervisory Committee Members, and 4 outside directors who are Audit and Supervisory Committee Members.」

「To further strengthen the supervisory function of the Board of Directors, enhance the corporate governance framework, and increase corporate value, we transitioned to a company with an Audit and Supervisory Committee with the approval obtained at the 15th Annual General Meeting of Shareholders held on 25 June 2022.」

「We hold a Governance Review Committee meeting once every 3 months to comprehensively review and improve oversight by the Board of Directors, audits by the Audit & Supervisory Board Members, and internal audits, with the aim of strengthening governance.」

「Of the 4 directors, 3 are outside directors, and of the 4 Audit & Supervisory Board Members, 3 are outside Audit & Supervisory Board Members.」

「Although we are not a company with committees as prescribed under the Companies Act, we have established a Nomination Committee as an advisory body to the Board of Directors to ensure the objectivity and transparency of procedures for deciding on director nominations and to strengthen the Board's accountability. The Nomination Committee is chaired by an outside expert and comprises the Representative Director and 2 independent outside directors.」

「The company considers the basic policies and objectives of its corporate governance to be accelerating decision-making and responding flexibly to change from the perspective of prioritising shareholders; enhancing management oversight from the perspective of management transparency; and complying with laws and regulations and avoiding conduct contrary to social ethics from the perspective of management soundness.」