Corporate Governance

Last updated: June 24, 2025

The Basic Concept of Corporate Governance

Our Company regards the development of systems to promptly and accurately respond to changes in the management environment and achieve more fair and transparent management as an important management issue, and is working to enhance its corporate governance.
In particular, we are developing systems to ensure thorough compliance and raise the level of risk management. With regard to management transparency, we will enhance the General Meeting of Shareholders and actively engage in dialogue with the market through IR activities to reflect this in management.

Our Company has adopted the corporate auditor system for the purpose of realizing fair and transparent management and enhancing corporate value through efficient business operations. We have also adopted the Outside Director System for the purpose of further strengthening corporate governance. Director Group, which is comprised of six Director members, including two outside Director members, exercises appropriate supervision over the execution of business.
The Audit & Supervisory Board, which is comprised of three Audit & Supervisory Board members, including two outside Audit & Supervisory Board members, monitors management and strives to ensure sound governance through a three-party system that includes an accounting auditor. Furthermore, the Company has introduced an executive officer system to clarify authority and responsibility and to speed up decision-making and execution by separating management decision making from business execution.

Director Committee holds a regular Director meeting once a month and an extraordinary Director meeting as necessary to decision making important management matters and supervise the execution of business. In addition, the effectiveness of Director Committee is evaluated every year to identify areas for improvement, so that Director Committee functions more effectively and contributes to the enhancement of corporate value.
The Company has established a system that enables an appropriate decision making of Director Committee through deliberations at the Management Committee, the main members of which are Executive Officers, with regard to management policies, business policies and policies for dealing with important business execution. Full-time Audit & Supervisory Board Members also attend the Management Committee meetings. The Audit & Supervisory Board holds regular meetings of the Audit & Supervisory Board once a month and extraordinary meetings of the Audit & Supervisory Board as necessary to monitor management and strengthen its soundness.

Skill Matrix

We have prepared a skills matrix, presented on our website, to describe the knowledge, experience, abilities, and other qualities of individual directors.

(As of June 24, 2025)

RoleNameGenderAgeManagement/
strategy
DXIT and related technologiesESG/
DEI
Finance/
Accounting
M&A/
New businesses
President and Director.Tetsuo OkiMale64
Director.Yukio AraiMale58
Director.Yoshihiro MisawaMale58
Director.Takehiro YazakiMale56
Director.
(non-standing)
Toshiro TakedaMale64
Director.
(non-standing)
Masayo HoboFemale64

Management Structure

Our Company has adopted the corporate auditor system for the purpose of realizing fair and transparent management and enhancing corporate value through efficient business operations.
In addition, with the aim of further strengthening corporate governance, the Company has adopted the Outside Director System. Director Group, which is comprised of six Director members including two Outside Director members, exercises appropriate supervision over the execution of business. The Audit & Supervisory Board, which is comprised of three Audit & Supervisory Board Members including two Outside Audit & Supervisory Board Members, monitors management and works to strengthen the soundness of governance through a three-party system including an accounting auditor. Furthermore, the Company has introduced an executive officer system to clarify authority and responsibility and to speed up decision-making and execution by separating management decision making from business execution.

Corporate Governance