Governance

Ultimate Goal

At present, there are 19 items of the corporate governance code that we have not complied with. As of June 2022, we have achieved six of these items and our policy is to achieve full compliance with all items across the four-year period of our medium-term management plan.

*Current as of October 27, 2022: Addressed items as follows [Supplementary Principle 2-4-1. Concept and goal of achieving diversity, along with the human resource development policy and company environment improvement policy] [Supplementary Principle 4-10-1. Engagement and advice from independent external directors on matters such as nominations and remuneration through the establishment of optional advisory committees]

	Schedule for compliance by FY22	Schedule for compliance by FY25
FY 22	1. Establishment of an internal reporting system Create a point of contact (not only internal) independent of the management team, consisting of lawyers, labor consultants, etc. 2. Implementation of fair and highly transparent procedures for the appointment and dismissal of executive management ❶ Add matters related to the dismissal of management executives, allowing for the assessment of performance and other factors to determine whether to dismiss executives, even during their term. Additionally, introduce a process to regularly monitor and manage these matters. ❷ For the dismissal of the CEO and management, establish dismissal standards and processes that are objective, timely, and transparent. 3. Independent external directors should be appointed or a special committee composed of independent individuals should be established Establish a system with multiple independent external directors to enhance the board of directors’ independence and objectivity in order to further strengthen the governance structure. Additionally, establish provisions for the creation of a special committee composed of independent individuals, which include independent external directors, to deliberate on important transactions or actions where there may be conflicts of interest between controlling shareholders and minority shareholders. 4. Balance of knowledge and diversity amongst the board of directors as a whole List up and disclose the abilities and qualifications of each director after identifying the skills required of a board member of our company	1. Supervision of the succession plan for the CEO and other top executives With a long-term perspective, we will allocate sufficient time and resources to select and develop a successor for the managing director by the final year of the medium-term business plan—FY2025. The board of directors will also proactively engage in the creation and implementation of the succession plan for the managing director and other executives. Furthermore, we will clarify the function and process for overseeing the promotion of succession development in accordance with this plan and will continuously supervise it. ❶ Establish criteria for an ideal candidate to succeed the role. ❷ Create a successor development program. 2. The role and duty of the board of directors Create an environment for dialogue where external directors can offer opinions from an independent and objective standpoint to the executive management. Additionally, with regard to executive compensation, we will consider incentives that reflect the company’s medium-to-long-term performance and potential risks, aiming to promote a healthy entrepreneurial spirit. 3. Appropriate setting of proportion of compensation linked to medium-to-long-term performance and the balance between monetary compensation and company-stock compensation By the final year of the medium-term business plan—FY2025, we aim to implement medium-to-long term performance-based compensation linked to the achievement of the medium-term business plan and the enhancement of corporate value. We will consider establishing a compensation committee to deliberate on the compensation system, the ratios and standards of each type of compensation, and specific compensation amounts. Additionally, we will explore the introduction of company-stock-based compensation. 4. Engagement and advice from independent external directors on matters such as nominations and remuneration through the establishment of optional advisory committees By the final year of the medium-term business plan—FY2025, we will consider establishing an independent nomination and compensation committee consisting of external directors.
FY 23 〜 FY 25

*Current as of end of June 2022