Corporate Governance

Board of Directors

As of June 26, 2025, our Board of Directors was chaired by Tatsuya Aoki, President and Representative Director.
Other members consist of seven directors, including Minoru Ishii, Haruhiko Mizuno, Toyoaki Abe, Tadao Sawada, Yutaka Sakai, and Fumi Michihata (two of whom are outside directors). In addition to the regular meeting of the Board of Directors held once a month, extraordinary meetings of the Board of Directors are held as necessary.

In addition to the provisions of laws and regulations and the Articles of Incorporation, the Board of Directors resolves important matters in accordance with the rules of the Board of Directors and supervises the status of the execution of business by each director.
In addition, all corporate auditors attend meetings of the Board of Directors to monitor the status of directors' business execution.

In the fiscal year ended March 31, 2025, we held 15 meetings of the Board of Directors, including 12 regular meetings and 3 extraordinary meetings. The attendance of the Board of Directors is as follows.
(As Haruhiko Mizuno and Toyoaki Abe were newly appointed on June 25, 2025, they are not shown in the table.)

Attendance at Regular and Extraordinary Meetings of the Board of Directors

• ※In accordance with the criteria for deliberation by the Board of Directors as stipulated in the Board of Directors Regulations, the Board of Directors deliberated and resolved important matters for the execution of business, including matters related to management policies, matters related to shares, matters related to financial results and business reports, matters related to personnel and organization, matters related to funds, and matters related to affiliated companies. In addition, monthly settlements and other reports on important business execution status are received.
  Since fiscal 2022, we have been analyzing and evaluating the effectiveness of the Board of Directors with the aim of verifying whether the Board of Directors is effectively fulfilling its role, strengthening the functions of the Board of Directors, and further enhancing its effectiveness.

Board of Auditors

As of June 26, 2025, we have adopted the Board of Corporate Auditors system.
Full-time Outside Audit & Supervisory Board Member Norihiro Yoneda, Outside Audit & Supervisory Board Member Yoshio Suzuka, Outside Audit & Supervisory Board Member Kenji Tsujimoto, one full-time Audit & Supervisory Board Member, and two part-time Audit & Supervisory Board Members, all three of whom are Outside Audit & Supervisory Board Members.
The Board of Corporate Auditors holds regular meetings once every two months, as well as extraordinary meetings of the Board of Corporate Auditors as necessary.
The three outside corporate auditors attend meetings of the Board of Directors and other important meetings and are able to monitor them. In addition, information is regularly exchanged with the Internal Audit Office and the accounting auditor to enhance the effectiveness of audits.

In the fiscal year ended March 31, 2025, we held 7 regular meetings of the Board of Corporate Auditors. The attendance of individual corporate auditors is as follows.

Attendance at Board of Corporate Auditors Meetings

• ※Major considerations at the Audit & Supervisory Board meetings include the determination of audit policies and the division of duties, confirmation of the development and operation of internal control systems, confirmation of the development and operation of the risk management system, confirmation of the concept and status of initiatives related to sustainability, matters related to the election and dismissal and non-reappointment of fiscal auditors, consent to the remuneration of accounting auditors, consents to proposals for the election of audit & supervisory board members, confirmation of the method and results of the accounting auditors' audits, and preparation of audit reports.

Strategy Committee

The Strategy Committee has been established to deliberate on important issues and important matters related to management strategy. The meeting is held at least once a month with the participation of at least one representative director.

Key issues include business strategy trends, recruitment and training of group human resources, internal environmental improvement and employee engagement, and IR strategies and risk management. Key projects include investment and financing projects in excess of a certain amount. The effectiveness of the Board of Directors will be enhanced by deliberating important matters at the Strategy Committee in advance of the Board of Directors meetings. With regard to risk management, once a year, the Company selects major risks and approves their importance (degree of impact and urgency) based on the opinions of outside directors and corporate auditors regarding risks related to materiality and other business and financial risks.

Internal Audit Office

We have established an independent Internal Audit Office to enhance and strengthen our internal audit function.
To develop and operate an internal control system and effectively achieve the objectives of internal controls, the Internal Audit Office audits whether business execution is conducted appropriately and efficiently based on the internal audit plan for the current fiscal year.
The Internal Audit Division also implements internal control assessment procedures for internal control over financial reporting.
(The Internal Audit Office has 2 members as of the end of March 2025).
In addition, the results of internal audits and the results of evaluations of internal controls related to financial reporting are reported to the Representative Director and Chairperson, the officers in charge, and the Board of Directors. The results are also reported to the Board of Corporate Auditors in order to coordinate audits by corporate auditors and accounting audits.

Nomination and Compensation Committee

The Nomination and Compensation Committee was newly established on January 17, 2023 to strengthen the supervisory function of the Board of Directors and further enhance the corporate governance system by ensuring the fairness, transparency, and objectivity of the evaluation and decision-making process for director nomination and compensation. The Nomination and Compensation Committee is composed of at least three directors selected by resolution of the Board of Directors, the majority of whom are independent outside directors. In addition, the chairperson is selected from among the members of the Board of Directors by resolution of the Board of Directors. The Nominating and Compensation Committee meets at least once a year and as necessary.

Roles of the Nomination and Compensation Committee

• ①Matters concerning the composition and balance of the Board of Directors
• ②Matters concerning the appointment and dismissal of directors
• ③Items related to the selection and dismissal of representative directors and executive directors, and items related to criteria for determining the independence of outside directors
• ④Matters related to policies and procedures for determining remuneration, etc. for Directors, matters related to remuneration, etc. for Directors, and other matters deemed necessary by the Board of Directors

Attendance at the Nomination and Compensation Committee (Fiscal Year Ended March 31, 2025)

• ※The Nomination and Compensation Committee deliberated on matters related to the appointment and dismissal of directors, matters related to policies and procedures for determining directors' remuneration, and matters related to directors' remuneration.

Sustainability committee

Recognizing that achieving a sustainable society and achieving sustainable corporate growth are important management issues amid major changes in the environment surrounding our companies, we have established the Sustainability Committee to further strengthen our environmental and social initiatives.

Crisis Management Liaison Council

The Group has established crisis management rules for accidents and disasters that could have a significant impact on corporate value, has prepared a manual for response procedures, and has established the Crisis Management Liaison Council to respond promptly and appropriately by preventing information disruptions and communication errors. In the unlikely event of an accident or disaster, a crisis management liaison council will be held immediately in accordance with the Crisis Management Rules, and preventive measures and ex-post measures will be taken to minimize the impact of damage and social disruption.

Internal Control Committee

Based on our Basic Policy on Internal Control (System for Ensuring Appropriate Operations) and System Building, we have established the Internal Control Promotion Committee with the aim of further penetrating our management philosophy and management policies (raison d'etre, appropriateness of management, and code of conduct) and establishing and operating an internal control system in order to fulfill our social responsibilities and maintain and improve our corporate value.