Corporate Governance Principles
This Corporate Governance Guideline (hereinafter, “the Guideline”) lays out the principles and desirable state of corporate governance of PERSOL HOLDINGS CO., LTD. (hereinafter, “the Company”) and serves as the Guideline for the directors and the Group Senior Executives (collectively referring to the Representative Director, President and CEO, executive directors and executive officers who are responsible for the management of the Company and its group companies ; hereinafter, “the Group Senior Executives towards the realization thereof We will take actions in line with the Guideline and revise it as necessary in response to changes in the times and circumstances and consistently strive for better corporate governance.
※ SBU＝Strategic Business Unit、CEO＝Chief Executive Officer、CFO＝Chief Financial Officer、CHRO＝Chief Human Resources Officer、CIO = Chief Information Officer
Form of organizational structure
Based on the corporate governance principles stated in this Chapter, the Company has adopted the form of organizational structure of “Company with Supervisory Committee” under the Japanese Companies Act. Furthermore, for the purpose of complementing the function of the Board, the Company has established a voluntary Nomination and Compensation committee to enhance transparency and objectivity concerning decisions on the nomination and compensation of the directors and the Group Senior Management.
Roles of the Board
The Board is responsible for the oversight of management and its main roles and responsibilities are to set the basic management policy, oversee the Group Senior Management, and secure the establishment and operation of appropriate internal control systems. For the purpose of enabling management to make timely, flexible and decisive decisions, management decisions other than those reserved for the Board by the Companies Act shall be delegated, in principle, to the CEO. Provided, however, that the decisions on the execution of important operations set forth in the Regulations for the Board shall be made by the Board.
Composition of the Board
Based on a governance policy of separating management oversight and execution, and further strengthening the supervisory function of the Board of Directors, as well as accelerating decision-making, the Board has been composed of six Directors who are not Supervisory Committee Members (three of whom are Independent Directors) and three Directors who are Supervisory Committee Members (two of whom are Independent Directors), and the ratio of Independent Directors is at least one-half of the total following the Ordinary General Meeting of Shareholders held on June 22, 2021.
Roles of the Supervisory Committee
The roles of the Supervisory Committee include securing the soundness of companies toward the increase of sustainable corporate value, acting for the common interests of the Company and shareholders while performing the following duties:
- Oversight of the execution of duties of the directors and the preparation of audit reports
- Decision on the details of the agenda concerning appointment, dismissal and refusal of reappointment of an external auditor
- Decision on the opinion of the Supervisory Committee concerning appointment, dismissal, resignation or compensation of the directors (excluding directors who are the Supervisory Committee members)
The Supervisory Committee may give specific instructions to the internal audit division, as necessary, for the purpose of effective audit.
The Supervisory Committee shall appropriately share information with the internal audit division for the purpose of ensuring mutual cooperative systems.
Important personnel affairs of the internal audit division shall be decided with the consent of the Supervisory Committee to ensure the effectiveness of audit by the Supervisory Committee.
Composition of the Supervisory Committee
Supervisory Committee consists of one internal director (Daisuke Hayashi), who is a full-time member of the Supervisory Committee, and two Independent Directors (Chisa Enomoto and Kazuhiko Tomoda). The chairperson of the committee is Kazuhiko Tomoda, an Independent Directors.
Kazuhiko Tomoda is qualified as a certified public accountant and has considerable financial and accounting knowledge.
The Nomination and Compensation Committee
Roles of the Nomination and Compensation Committee
The purposes of the Nomination and Compensation Committee include increasing the transparency and objectivity of the decisions on candidates for directors and the Group Senior Executives as well as decisions on compensation while enhancing the managerial and supervisory functions of the Board. Upon receiving requests from the Board, the Nomination and Compensation Committee shall perform the following duties, and submit a report and recommendations to the Board:
Matters concerning decision on candidates:
- Decision on a recommendation of the appointment and dismissal of the directors for discussion at the general meeting of shareholders
- Decision on a recommendation of the appointment and dismissal of the CEO (authority of representation and the position)
- Approval of a CEO succession plan
Matters concerning decision on compensation:
- Setting the compensation standards for directors and the Group Senior Executives
- Decision on a recommendation of the amount of compensation for the directors (excluding directors who are the Supervisory Committee members)
Composition of the Nomination and Compensation Committee
The Nomination and Compensation Committee consists of a majority of Independent Directors, one internal director (Masamichi Mizuta) and three Independent Directors (Ryosuke Tamakoshi, Naohiro Nishiguchi and Masaki Yamauchi). The chairperson of the committee is Ryosuke Tamakoshi, an Independent Director.
Headquarters Management Committee
Roles of the HMC
The Company adopts the Executive Officer system with the purpose of separating the oversight and management and clarifying where management responsibility lies.
In addition, Headquarters Management Committee (hereinunder, “HMC”) is established to assist the CEO in making decisions on the group's basic management policy and important operations. The decisions on the execution of important operations delegated to the CEO by the Board shall be decided by the CEO on the condition that the HMC has made an affirmative resolution. Based on the concept that the members of the HMC (hereinunder, “the HMC members”) shall be the persons who assume the significant decisions on the execution of important operations delegated by the Board and comprehensive roles as members of the senior management of the group, a proposal for the nomination of a HMC members shall be prepared by the CEO from among the executive officers, and shall be approved at the Board upon deliberation at the Nomination and Compensation Committee.
The Company has also established four committees (Investment Committee, Risk Management Committee, Human Resources Committee, and Technology Committee) under HMC to improve the effectiveness of the Group's internal control system.
The Investment Committee deliberates on important matters related to the Group's overall investment and aims to raise the Group's organizational knowledge of a series of knowledge related to investment promotion.
The Risk Management Committee deliberates on the overall risk management of the Group.
The Human Resources Committee deliberates on the Group's human resources strategy and succession planning for key talent.
The Technology Committee deliberates on key issues concerning the Group's technology strategy and related management resources.
Each of the four committees is accountable to HMC and is positioned to supplement and strengthen its functions.
Compensation Policy for Director and Officer
Policy for Constructive Dialogue with Shareholders and Investors
The PERSOL Group has resolved at a meeting of the Board of Directors to adopt a "Policy for Constructive Dialogue with Shareholders and Investors" to actively pursue dialogue with its shareholders and investors (hereinafter "Shareholders, etc.") for the purposes of sustainable growth and the medium- to long-term enhancement of corporate value. The main details of this policy are as follows.
“The Policy for Constructive Dialogue with Shareholders and Investors" sets forth policies on the Group’s structure and initiatives for the purpose of gaining the accurate understanding of Shareholders, etc., as well as their trust and a fair evaluation of the Group's management strategies and financial position, while also facilitating the Group's sustainable growth and enhancing its corporate value over the medium to long term through dialogue with Shareholders, etc.
Interlocutors with Shareholders, etc.
The Representative Director, President and CEO, and the Executive Officer CFO will supervise the overall dialogue with Shareholders, etc. and will strive to realize constructive dialogue.
In addition, within a reasonable scope, personnel such as Directors (including Independent Directors) and the Group's executives will basically conduct an actual dialogue with Shareholders, etc., taking into account their wishes and main interests.
Close cooperation with internal departments to assist in dialogue with Shareholders, etc.
When engaging in constructive dialogue with Shareholders, etc., the IR department will assist interlocutors in working with the departments of each Group company to provide accurate information based on the interests of Shareholders, etc.
In order to facilitate a smooth dialogue with Shareholders, etc., the IR department holds regular meetings with related departments to share information and cooperate closely, and also exchanges information with each Group company as appropriate.
Initiatives to enhance the means for dialogue
Constructive dialogue with Shareholders, etc. will be conducted through financial results briefings, briefings for analysts and institutional investors and participation in conferences hosted by securities companies, in addition to shareholders meetings and individual meetings. In addition, we will work on constructive dialogue with Shareholders, etc. and strive to enhance it from different perspectives based on their interests taking a medium- to long-term perspective, and will also disclose financial and other material information in both Japanese and English.
The Executive Officer CFO will provide timely and appropriate feedback to the Group's executives, etc. regarding the opinions, interests and concerns, etc. obtained from Shareholders, etc. through the dialogue, and will regularly report on the dialogue at meetings of the Board of Directors, etc. for use in discussions aimed at enhancing corporate value.
Strict management of insider information
When engaging in dialogue with Shareholders, etc., we will strictly manage insider information in accordance with the separately established "Insider Trading Management Regulations" and the "Disclosure Policy", while also paying attention to fair disclosure (timely, fair and impartial information disclosure).
Internal Control Systems