Corporate Governance

The Company’s Board of Directors consists of a total of nine members: five directors, one of whom is an independent outside director, and four directors who are members of the Audit and Supervisory Committee (all of whom are independent outside directors and two of whom are women). In addition to the regular monthly meetings of the Board of Directors, extraordinary meetings of the Board are held as necessary to make decisions on the execution of the Company’s business and to supervise the execution of the duties of the directors in accordance with laws, regulations, the Articles of Incorporation, and the Board of Directors Regulations. The five independent outside directors bring a wealth of expertise from diverse professional backgrounds, including three business owners, a certified public accountant, and an attorney. Their contributions offer valuable insights and oversight, aiding the board in managing the company effectively.

The Nomination and Compensation Advisory Committee has been established as a voluntary advisory body to the Board of Directors. Its primary purpose is to increase the fairness, transparency, and objectivity in the Board’s decision-making process, thereby enhancing our overall corporate governance. Comprising mainly independent outside directors, this committee focuses on issues concerning the nomination and compensation of directors. It works on these areas based on input from the Board and regularly reports its findings back to it.

The Audit and Supervisory Committee consists of four directors, all of whom are outside directors. The Committee oversees corporate governance and its operation and audits the daily business activities including the execution of duties by the directors. The members of the committee bring diverse professional backgrounds to their roles: two members have management experience, one is a certified public accountant, and one is an attorney. Each member utilizes their unique expertise to audit the company from different perspectives.

The Committee convenes monthly and holds extraordinary meetings as necessary to formulate audit plans, review the progress of ongoing audits, discuss audit results, etc., and exchange information among directors who are members of the Audit and Supervisory Committee.

The Company has introduced an executive officer system to strengthen its business execution function and promote agility in business execution. Executive officers, appointed by the Board of Directors, perform their duties in accordance with the division of responsibilities established by a resolution of the Board of Directors. There are seven executive officers, two of whom also hold director positions. Their terms conclude on the date of the annual general meeting of shareholders following the fiscal year of their election.

The Executive Committee, which consists of full-time internal directors, meets as needed to report on the status of business execution and to discuss important issues, management matters, and future development strategy, etc. The Committee met 15 times during the fiscal year ended September 30, 2023.

Directors, executive officers, and general managers of sales-related departments meet weekly at the Headquarters Sales Meeting to accelerate decision-making and improve the efficiency of business execution by discussing the progress of deals, the status of contract acquisition, and issues that arise on a daily basis.

The Company has established a Compliance Promotion Committee to raise awareness of compliance within the Company and promote compliance from a company-wide perspective. Chaired by Director Koichi Nakamura, this five-member Committee meets monthly to discuss and promote compliance initiatives.

The Company has set up an Internal Audit Office that reports directly to the President. This office conducts audits focusing on compliance with laws, regulations, and internal rules, as well as on preventing misconduct and enhancing operational efficiency and management effectiveness. Audit findings are regularly shared with the President and the Audit and Supervisory Committee. Should any significant issues arise, the Internal Audit Office not only reports these issues to the President and the Committee but also follows up to ensure that appropriate corrective actions are implemented.

The Company has entered into an audit agreement with KPMG AZSA LLC, which is the auditor of the Company.

(1) If operating profit exceeds the initial plan: 1.5%

(2) If operating profit falls below 90% of the initial plan: 0%

(3) If operating profit is between 90% and 100% of the initial plan: 1.5% x (achievement rate - 90%) / (100% - 90%)

Note: The above operating profit is based on operating profit before deduction of performance-based compensation.

• The Company will instill corporate ethics to adhere to laws, regulations, and the Articles of Incorporation, while also meeting societal expectations. The Compliance Promotion Committee will take a central role in ensuring all employees understand and comply with these standards.
• If a director identifies a serious violation of laws, regulations, or internal policies, they must immediately report it to the Board of Directors. If necessary, a Risk Management Committee will be established to address the issue. The Company will also collaborate with external experts to handle these violations effectively.
• The Company will establish a whistleblowing system as a mechanism to prevent violations of laws, regulations, and the Articles of Incorporation.
• The Internal Audit Office, reporting directly to the President, will conduct audits and report on the status of compliance to the President, the Audit and Supervisory Committee and the department in charge of compliance.
• The Company will develop and disseminate policies on crucial issues such as combating anti-social forces and corruption, ensuring all employees are knowledgeable about these policies.

• The Company will set up guidelines for the storage and management of documents to ensure that internal information is appropriately stored and managed.
• Regarding information system security, the Company will formulate rules for the management and operation of its information systems and will ensure the secure management of electronic information in accordance with these rules.

• The Company will create and enforce risk management rules aimed at quickly identifying risks. Additionally, a system will be put in place to consolidate risk information to the President, ensuring a swift and effective organizational response.
• The Company will also consult with law firms and other experts as needed and maintain strong relationships with them to address risks promptly and effectively.

• The Company will implement a system that facilitates business operations based on clearly defined divisions of duties and authority in the internal rules to enhance the efficiency of business execution.

• The Company will establish regulations for overseeing its subsidiaries. These rules will require subsidiaries to regularly report on their operational execution and business conditions.

• The Company will, in consultation with the Audit and Supervisory Committee, appoint a director or employee to assist the Audit and Supervisory Committee in its duties.
• Should an employee be designated to assist the Committee in its duties, the authority to direct, supervise and evaluate this employee’s performance within the scope of such duties shall be transferred to the Audit and Supervisory Committee.

• The Board of Directors shall convene monthly and directors (excluding directors who are members of the Audit and Supervisory Committee) shall report on important matters. In addition, directors (excluding directors who are members of the Audit and Supervisory Committee) and employees shall report on the status of execution of their duties, etc. from time to time upon request of the members of the Audit and Supervisory Committee selected by the Audit and Supervisory Committee. Furthermore, members of the Audit and Supervisory Committee shall hold regular meetings to exchange opinions with the President and receive detailed reports on business performance and other matters from the officer in charge of the Administration Department on a regular basis.
• The contact point for the whistleblowing system shall be a third party outside the Company, and care should be taken to ensure that whistleblowers are not identified. All reports received through this system will be directed to the Audit and Supervisory Committee. Furthermore, the Committee may request explanations from the directors (excluding directors who are members of the Audit and Supervisory Committee) regarding reasons for any transfers, personnel evaluations, disciplinary actions, etc. related to the reporters.

• The Audit and Supervisory Committee has the authority to request an annual budget from the Company for its operational needs. Should this budget prove insufficient for carrying out their duties effectively, the Committee may request additional funds. The Company is obliged to fulfill these requests unless there is a valid reason for denial, such as if the requested items are clearly not pertinent to the responsibilities of the Audit and Supervisory Committee members.

• Directors (excluding those who are members of the Audit and Supervisory Committee) are expected to collaborate with the Audit and Supervisory Committee to foster and enhance the auditing environment within the Company.
• The Audit and Supervisory Committee has the authority to request cooperation from the Administration Department and other relevant departments to assist in conducting audits as needed.