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.
Corporate Governance System
※ SBU＝Strategic Business Unit、CEO＝Chief Executive Officer、CFO＝Chief Financial Officer、CSO ＝ Chief Strategy Officer 、 CHRO＝Chief Human Resources Officer、CIO/CDO = Chief Information Officer/ Chief Digital 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 and Corporate Governance 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 seven Directors who are not Supervisory Committee Members (four 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 21, 2022.
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 four Independent Directors (Ryosuke Tamakoshi, Naohiro Nishiguchi, Masaki Yamauchi and Kazuhiro Yoshizawa). The chairperson of the committee is Ryosuke Tamakoshi, an Independent Director.
Corporate Governance Committee
Roles of the Corporate Governance Committee
The purpose of the Corporate Governance Committee is to enhance the supervisory functions of the Board by discussing the matters regarding the Company’s corporate governance. Upon receiving requests from the Board, the Corporate Governance Committee shall perform the following duties, and submit a report and recommendations to the Board:
- Basic policy regarding corporate governance
- Composition of the Board and committees under the Board
- Measures to improve the effectiveness of the Board
- Basic policy regarding effectiveness evaluation of the Board and the committees under the Board
Composition of The Corporate Governance Committee
The Corporate Governance Committee consists of a majority of Independent Directors, two internal directors (Masamichi Mizuta and Daisuke Hayashi) and three Independent Directors (Ryosuke Tamakoshi, Masaki Yamauchi and Kazuhiko Tomoda). The chairperson of the committee is Masaki Yamauchi, 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 six committees (Investment Committee, Risk Management Committee, Human Resources Committee, Technology Committee, Gender Diversity Committee, and Sustainability 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. The Gender Diversity Committee deliberates on the Group's strategies to promote the advancement of women and related key strategies. With the Company President and CEO serving as the committee chair, The Sustainability Committee deliberates on sustainability and related management agenda and promotes sustainability management.
Each of the six committees is accountable to HMC and is positioned to supplement and strengthen its functions.
Strengthening corporate governance
The Company establishes the basic management policy and the corporate strategies of the entire Group with the aim of realizing its corporate philosophy of “Providing Opportunity, Individual Growth and Social Contribution.” Each of the Group companies shall promote sustainable corporate growth and the increase of corporate value over the mid-to long-term and solve social issues through its businesses by executing the corporate strategies in united efforts of the Group companies.
The Company recognizes that good corporate governance is the foundation for all efforts to realize the above-mentioned corporate philosophy and will exert continued efforts for the improvement of the Company's corporate governance.
Composition of the Board
The Board shall comprise of not more than 15 directors to ensure the effectiveness of its functions, and independent directors shall account for a half or more so that they are able to properly perform their oversight functions.
The Board shall have well-balanced knowledge, experience and capability as a whole to effectively fulfill its roles and responsibilities and shall be composed in a form in which diversity including gender and internationality exists and the right size is maintained.
Nomination of Directors
The Nomination and Compensation Committee sets forth the standards for nomination of a director as outlined below, and recommend to the Board a person who meets the standards as a candidate for director.
[Summary of the Standards for Nomination of Directors]
- A director, as a trustee of the Company selected by shareholders, shall have the ability to contribute to the Company's sustainable growth and mid- to long-term increase of corporate value by appropriately fulfilling their duty of loyalty and duty of care concerning the performance of his/her duties.
- An independent director shall have excellent judgment and a wealth of experience in such fields as business management, technology, finance and accounting and corporate legal affairs, and the ability to oversee the Group Senior Executives from an independent and objective standpoint, and shall satisfy the Company's criteria for independent directors.
Responsibilities of Directors
Directors shall recognize their responsibilities as the trustees of management selected by shareholders, and act for the common interests of the Company and its shareholders.
Expectations of Independent Director
Each independent director is expected, from an objective standpoint independent from the Group Senior Executives, to oversee management through making important decisions of the Board including the appointment and dismissal of the Group Senior Executives, and to oversee conflicts of interest among the Company, the Group Senior Executives, and controlling shareholders, and provide advice for the purpose of increasing mid- to long-term corporate value by encouraging the sustainable growth of the group based on not only his/her experience and expertise, but also conventional wisdom and common sense.
Evaluation of Effectiveness of the Board
The Company, every year, evaluates the effectiveness of the entire Board to further improve the oversight functions of the Board and discloses the evaluation method and outline of the result.
Compensation Policy for Director and Officer
Basic Policy Regarding Cross-Shareholdings
From the perspective of avoiding risk from share price fluctuations and improving capital efficiency, the Company does not hold listed shares except in cases where it is necessary for business or financial transactional relationships with the investee or collaboration with the Company.
Basic Policy/Standards of Verification
The Board periodically verifies the appropriateness of holding individual cross-shareholdings. Following consideration of the business advantages and strategic significance in maintaining relationships, expanding transactions and creating synergies, and the general verification of whether the benefits and risks pertaining to such shareholdings correspond to the Company's cost of capital, cross-held shares judged as unnecessary to hold will be prepared for sale after taking into consideration the status of the cross-shareholders, etc. As a result of verification, some cross-held shares deemed as unnecessary to hold has been sold.
Basic Policy on Exercising Voting Rights
The Company will make appropriate decisions regarding the exercise of voting rights in corporations forming cross-shareholdings by comprehensively considering whether or not the details of resolution items contribute to enhancing the value of said corporation in which shares are held, as well as the status of said corporation`s corporate governance structures, and compliance systems etc.
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