• Basic Approach on Corporate Governance
• Corporate Governance Report
• Corporate governance system
• Officer Compensation
• Information and Data Security
• Compliance
• Risk Management

Basic Approach on Corporate Governance

We are aiming for sustainable growth and the enhancement of corporate value in the medium to long term. The Company also recognizes that it is important to gain the trust of all stakeholders by providing services that contribute to society. Based on this recognition, we strive to ensure thorough compliance, and have established an Audit & Supervisory Committee to ensure transparency in management decision-making and supervision of business execution. To ensure appropriate risk management, we have established a Risk Management Committee, Nomination and Remuneration Committee, and Sustainability Committee.

Corporate governance system quick reference table (As of March 31, 2025)

Main Items	Description
Form of Institutional Design	Company with Audit & Supervisory Committee
Number of Directors	6 Directors (including 4 Outside Directors)
Number of Meetings of the Board of Directors	18 times (FY2024)
Average Attendance Ratio of Outside Directors	100％
Director Term of Office	1 year (2 years for Directors who are Audit & Supervisory Committee Members)
Adoption of an Executive Officer System	Yes
Voluntary Committees of the Board of Directors	Established a Nomination and Remuneration Committee
Accounting Auditor	Deloitte Touche Tohmatsu LLC

Initiatives to strengthen corporate governance

2019	Transitioned to a company with a Board of Directors and Corporate Auditor
2020	Transitioned to a company with a Board of Corporate Auditors
2021	Transitioned to a company with an Audit & Supervisory Committee
	Established a Remuneration Committee
2023	Reorganized the Remuneration Committee, and established a Nomination and Remuneration Committee
2025	Revised the executive officer system and established the Management Committee

Corporate Governance Report

We submit a Report on Corporate Governance to the Tokyo Stock Exchange.

Corporate governance system

System Overview

With the aim of strengthening corporate governance, we transitioned to a company with a Board of Directors and Corporate Auditor in October 2019, and to a company with a Board of Corporate Auditors in November 2020. All three corporate auditors were outside corporate auditors, and their independence was guaranteed. However, in order to further enhance the effectiveness of corporate governance and aim for the improvement of medium- to long-term corporate value by enabling Outside Directors who did not have voting rights at the Board of Directors to exercise their voting rights, we transitioned to a company with an Audit & Supervisory Committee in March 2021. In March 2023, we added one woman Outside Director who is an Audit & Supervisory Committee Member, and are striving to further improve the effectiveness of the Board of Directors. In addition to establishing a Board of Directors and an Audit & Supervisory Committee, in order to ensure the corporate governance system and ensure appropriate risk management, we have established a Risk Management Committee, Nomination and Remuneration Committee, and Sustainability Committee.

Board of Directors

The Board of Directors resolves matters stipulated in laws, regulations, and the Articles of Incorporation and the Board of Directors Regulations, in addition to deciding on important business execution matters and supervising the execution of duties by Directors. In addition to monthly regular Board of Directors meetings, it holds extraordinary meetings as necessary, ensuring a system for fast and efficient decision-making. In addition, four out of the eight Directors in FY2024 are appointed Outside Directors who are Audit & Supervisory Committee Members, and we strive to strengthen the management supervision function by utilizing their specialized knowledge and extensive practical experience.

Directors’ Skill Matrix

Skills Definitions

Corporate Management	Knowledge and experience required for formulating a management strategy.
Technology	Experience with IT and digital transformation initiatives, management experience, and skills in digital technologies and data utilization.
Marketing/Sales	Skills in gathering and analyzing customer needs and competitive intelligence, and in developing strategic plans.
Human Resources	Knowledge and experience in human resources, including talent acquisition and development.
M&A	Knowledge and experience across all stages of M&A, including sourcing, due diligence, and valuation.
Finance	Knowledge and experience in finance and accounting.
Compliance	Knowledge and experience in compliance, encompassing legal compliance, quality control, and ethics.
Sustainability	Knowledge and experience in sustainability and ESG.

Reason for Appointment as Outside Officer

Name	Reason for Appointment
Shohei Ueda Appointed in 2025	He has experience and a track record as an executive officer and auditor at IT companies, along with knowledge and insight. We have appointed him based on our judgment that he would be able to leverage these high-level insights to make appropriate proposals and oversee the strengthening of our corporate governance and overall management.
Takuo Hirose Appointed in 2021	Based on his many years of experience working at a major law firm, he has extensive experience and highly specialized knowledge in corporate legal affairs. As a Director who is an Audit & Supervisory Committee Member, he supervises the business execution of the Company’s management and provides advice. We have appointed her based on the judgment that she will make appropriate recommendations and supervise the development of the Company’s business and overall management based on her deep insight.
Masaya Suzuki Appointed in 2021	He has expertise in accounting and taxation based on his experience at a major audit firm and the firm he currently manages. As a Director who is an Audit & Supervisory Committee Member, he supervises the business execution of the Company’s management and provides advice. We have appointed him for his specialized knowledge to provide valuable opinions on our management from an objective standpoint in order to expand our business.
Eri Nakajima Appointed in 2023	She has been involved in environmental administration for many years and has held various public positions. As the Deputy Governor of Nagano Prefecture, she has been involved in the empowerment of women in companies, work style reform, and promotion of the SDGs. Most recently, as a manager at the Ministry of the Environment, she has extensive experience and deep insight in the environment and energy fields, such as promoting the SDGs and promoting zero carbon administration. We have appointed her based on the judgment that she will make appropriate recommendations and supervise the development of the Company’s business and overall management based on her deep insight.

Audit & Supervisory Committee

The Audit & Supervisory Committee is comprised of four Directors who are Audit & Supervisory Committee Members, all of whom are Outside Directors. It includes individuals with independent perspectives on corporate management, such as lawyers and certified public accountants, who conduct audits and supervision based on their respective expertise and experience.
Audit & Supervisory Committee Members participate in important meetings such as the Board of Directors and conduct audits based on the audit plan. In addition to holding Audit & Supervisory Committee meetings once a month, it shares information with the Internal Auditor and Accounting Auditor to monitor the state of governance and its operation. This enables the audit and supervision of daily activities, including the execution of duties by Directors.

Management Committee

The Management Committee is comprised of Directors (excluding Outside Directors), Executive Officers, and Full-time Audit & Supervisory Committee Members, and is held once a month. It deliberates on our Group’s business policies, business strategies, and other matters, and strives to improve the efficiency of Group management, accelerate decision-making, and share information.

Risk Management Committee

In order to minimize losses by identifying risks and responding appropriately, we hold quarterly meetings of the Risk Management Committee, which consists of full-time officers and persons responsible for each division. It is headed by the Representative Director, President, and CEO as the Chief Risk Management Officer with the aim of promoting the development and operation of the internal control system.

Nomination and Remuneration Committee

To ensure the fairness, transparency, and objectivity of procedures related to the appointment and remuneration of Directors, and to further enhance corporate governance, we have established a Nomination and Remuneration Committee as an optional advisory body to the Board of Directors. The members of the Nomination and Remuneration Committee are comprised of three or more Directors selected by resolution of the Board of Directors, with a majority of them being independent Outside Directors. In addition, the chairperson is selected from independent Outside Directors by resolution of the Board of Directors.

Internal Audit

Our internal audit is conducted by an independent Internal Audit Office. The Internal Audit Office audits the status of business execution within the Company from the perspectives of compliance with laws, articles of incorporation, and regulations, as well as business improvement, and reports to the Representative Director, Audit & Supervisory Committee Members, and the Board of Directors, while also providing advice and suggestions for improvement and streamlining. In addition, the Internal Audit Office, the Audit & Supervisory Committee, and the Accounting Auditor hold regular Tripartite Audit Liaison Meetings and exchange information as needed to promote effective and efficient audits, striving for audits that are efficient and effective.

Officer Compensation

The Company established a Nomination and Remuneration Committee with the aim of enhancing the structure of the management system that enables fair and transparent decision-making with respect to the functions of the Board of Directors regarding the nomination and remuneration of Directors, and the Company’s corporate governance system. The Nomination and Remuneration Committee Regulations stipulate the process for determining the remuneration of Directors, and remuneration is determined by resolution of the Board of Directors after deliberation by the Nomination and Remuneration Committee within the limit of the total amount
of remuneration approved by the Board of Directors as resolved by the General Meeting of Shareholders. At the Ordinary General Meeting of Shareholders held in March 2023, the Company resolved that the maximum amount of remuneration for Directors (excluding Audit & Supervisory Committee Members) would be no more than 350 million yen per year, and the maximum amount of remuneration for Directors, who are Audit & Supervisory Committee Members, is resolved to be no more than 40 million yen per year.

Details of officer compensation (FY2024)

Information and Data Security

As an IT company, we set information and data security as a materiality, and we ensure the safety of our systems by setting appropriate authority for each system and conducting regular inventory of the settings. Specifically, we are deploying endpoint security products to provide real-time protection and regular scanning as anti-virus protection. To prevent targeted attacks, we have introduced XDR products to filter emails containing malicious malware such as Emotet and ransomware.

Compliance with Personal Information Protection

Employees

By obtaining a consent form regarding the use of personal information at the time of recruitment and employment, we clarify our personal information protection management system and thoroughly enforce measures such as access control. Furthermore, we also obtain confidentiality agreements from employees upon joining and leaving the company, and regularly conduct training on handling information.

Customers

Confidentiality agreements are signed at the start of transactions.

Business partners

Confidentiality agreements are signed at the start of transactions. In addition, we check the handling of information based on our checklist at the start of transactions and on a regular basis.

Customer information held by customers

We thoroughly manage account permissions to grant access only to necessary personnel regarding customer information. Also, we have established a system to log operations on our loaned PCs using an asset management system so that we can trace any incidents if necessary.

Compliance

Promotion System

We have established compliance regulations and a management system with the General Manager of the Business Administration Division as the responsible person in order to prevent misconduct or illegal activities in the course of business operations, and to enhance the company’s social credibility and stabilize management. To ensure the steady implementation of compliance, we operate a whistleblowing system and conduct periodic compliance training.

Compliance Training

To prevent misconduct and ensure compliance with laws and regulations, we have appropriately established and operate a compliance management system. Compliance training is conducted not only as an in-house training for new employees, but also multiple times a year for all employees with different themes.

Month Implemented	Training Content
February 2024	Contracts
June 2024	Whistleblowing and bribery
August 2024	Prevention of insider trading
October 2024	Subcontract Act and sham contracting
November 2024	Personal information protection

Whistleblowing System

Under the responsibility of the Representative Director, President and CEO, we have established a system to respond appropriately in the event of whistleblowing on acts that violate laws and regulations, etc. regarding our company, as well as our officers and employees. By doing so, we operate a whistleblowing system with the aim of early detection and correction of violations of laws and regulations, and practicing compliance management.

Risk Management

Policy and System

In order to minimize losses by identifying risks and responding appropriately, the Group has established the Risk Management Rules. We also hold quarterly meetings of the Risk Management Committee, which consists of full-time officers and the people in charge of each department. It is headed by the Representative Director, President, and CEO as the Chief Risk Management Officer with the aim of promoting the development and operation of the internal control system. The Risk Management Committee identifies and evaluates potential risks, and promotes the establishment of systems and implementation of measures to reduce these risks.

Major Risks and Countermeasures