Corporate Governance

Basic Approach to Corporate Governance

Our Group is committed to creating new industries in Japan’s most advanced technological fields, proving the global competitiveness of Japan-based startups, and developing leaders capable of succeeding on a global stage. We place a high priority on achieving sustainable growth through the creation of shared value with various stakeholders, which we view as essential to contributing to a better society.
To support this mission, we enhance corporate governance by appointing external directors and auditors who meet the criteria for independence. Additionally, we have introduced an Executive Officer System to expedite decision-making and operational execution. We actively engage in dialogue with shareholders and investors, fulfilling our accountability while striving to meet stakeholder expectations. We are also mindful of ensuring the rights and equitable treatment of minority and foreign shareholders.We are committed to strengthening our corporate governance framework to maximize corporate value and fulfill our social responsibilities. Through our “Risk & Compliance Regulations,” we prohibit specific actions, with a Risk & Compliance Committee convening quarterly and management meetings held in the second week of each month to reinforce governance. The prohibited actions include:

Prohibited Actions

• Acts violating laws and regulations
• Orders, instructions, inducement, or coercion for others to violate laws and regulations
• Permitting, approving, or condoning actions by others that violate laws and regulations
• Complying with requests or coercion from others to engage in actions that violate laws and regulations
• Discriminatory or harassing behaviors
• Actions in support of anti-social forces

Recognizing the importance of a sound governance structure, we aim to increase corporate value and maximize shareholder returns. In particular, we focus on building a flexible organizational structure that can adapt to changing business environments, enabling effective and timely decision-making to enhance long-term efficiency, soundness, and transparency.

Corporate Governance Structure and Rationale

The Company employs an Audit & Supervisory Board system, consisting of three external auditors who meet the requirements of Japan’s Companies Act, Article 2, Item 16. The Audit & Supervisory Board members attend Board of Directors meetings, offer opinions as needed, and conduct audits of company operations.
Our Board of Directors comprises five members, including two external directors, and holds regular meetings once a month, as well as additional meetings when necessary. This frequency allows for robust discussion and swift, effective decision-making on resolutions and reporting matters, ensuring an effective mutual oversight among directors.
Additionally, we have established a Nomination & Remuneration Committee (an advisory committee) to oversee the business execution of Tetsu Tokushige, who also serves as the President of Terra Charge Co., Ltd. We have also instituted a Management Council within the Company’s internal structure to review and report on key issues, monitor progress on decisions made by the Board of Directors, and discuss important matters regarding business execution.