Strengthening Corporate Management, Governance and Internal Controls in Response to Growth

「The Risk and Compliance Committee currently meets, in principle, twice a year and works to further strengthen risk management by raising compliance awareness throughout the group and identifying and managing risks and monitoring the progress of countermeasures. In addition, the company established the Investment Advisory Committee and adopted its regulations. The committee evaluates the commercialization of services through new business development, M&A and other activities from multiple perspectives, including risk analysis, and provides advice and recommendations to the Representative Director and the Board of Directors. It meets as necessary subject to certain conditions.」

「Under these circumstances, the Company is working to realize the Group’s corporate philosophy and increase corporate value by promoting initiatives including expanding the scale of the Group’s businesses and further strengthening its risk management framework for business operations.」

「The company had previously established a Compliance Committee to develop and operate an effective framework for directors and employees to comply with laws and regulations concerning management activities and other matters and to promote the development of the business. From April 2024, this committee was revamped as the Risk and Compliance Committee, which also considers and discusses responses to business risks surrounding the company. The Risk and Compliance Committee will work not only to raise compliance awareness throughout the group, but also to strengthen group-wide risk management, from identifying and managing risks to considering countermeasures. In addition, the company has formulated Regulations for the Investment Advisory Committee in preparation for establishing an Investment Advisory Committee, which will evaluate the commercialization of services through the development of new businesses, M&A and other activities from multiple perspectives, including risk analysis, and serve in an advisory capacity to the Representative Director and the Board of Directors.」

「In these circumstances, we aim to achieve sound corporate growth by promoting business expansion across the group and further strengthening the risk management framework for business operations.」

「In these circumstances, we aim to achieve sound corporate growth by promoting business expansion across the group and further strengthening the risk management framework for business operations.」

「In these circumstances, we aim to achieve sound corporate growth by promoting business expansion across the group and further strengthening the risk management framework for business operations.」

「① As long as the voting rights ratio on a fully diluted basis relating to the shares and other securities of the company held by the Change Group does not fall below 15%, Change has the right to nominate 1 candidate for director of the company. ② From the payment date for the third-party allotment until the date on which 3 years have elapsed, Change will not, without the company’s prior written consent, make any additional acquisition of the company’s shares, directly or through a subsidiary, that would result in the voting rights ratio relating to the company’s shares held by the Change Group exceeding 30%.」

「However, given the substantial impact that the surge in market prices in the energy business is currently having on our performance, we recognize the need to further strengthen our risk management framework. We will continue considering the establishment of a framework for determining group-wide risk identification and management policies and measures across business divisions, as well as the formulation of specific guidelines.」

「We changed to a holding company structure on 1 December 2021. In addition to the financing measures announced and implemented to date, we will work to secure funding for the group as a whole through various methods, including capital and business alliances with new business partners. At the same time, we are treating the elimination of negative net worth as our highest priority, and plan to reformulate “HOPE NEXT 3” in line with achieving that objective.」

「Going forward, while controlling business risks as far as possible within the acceptable range of our cash flow, we will promote the timely and appropriate management of business risks and rationalize the allocation of management resources across the group by transitioning to an agile and flexible group-wide management oversight framework.」

「Although we believe that the surge in JEPX prices was an abnormal event, it exceeded the risks we had anticipated. In light of the possibility of a recurrence, we have reviewed our business policy and changed it to stable operations with reduced risk, while building a robust governance framework and continuing to manage risk.」

「Our Board of Directors consists of 5 directors, including 2 outside directors. In addition to holding regular Board meetings once a month, the company holds extraordinary Board meetings as necessary, carries out business operations, and mutually supervises the execution of duties among the directors.」

「Our Board of Directors consists of 6 directors, including 3 outside directors. In addition to holding regular Board meetings once a month, the company holds extraordinary Board meetings as necessary, carries out business operations, and mutually supervises the execution of duties among the directors.」

「Our Board of Directors consists of 7 directors, including 3 outside directors. In addition to holding regular Board meetings once a month, the company holds extraordinary Board meetings as necessary, carries out business operations, and mutually supervises the execution of duties among the directors.」

「Our Internal Audit Office, a department directly under the Representative Director and President, has 4 members, all of whom concurrently serve in other departments. To prevent self-audits, each member conducts operational audits covering the entire company except for the other department in which that member concurrently serves, and reports the audit results to the Representative Director and President.」

「We are currently working to strengthen governance so that management decisions and internal procedures are conducted appropriately, and are building a management oversight framework that places emphasis on compliance and timely disclosure. To provide stable services to society, continuously enhance corporate value, and ensure that the organization operates soundly, effectively and efficiently, we will continue working to establish, strengthen and review internal controls appropriate to the scale of our business and to ensure thorough compliance with laws and regulations.」