Corporate Governance
Basic Views on Corporate Governance
The company recognizes that establishing effective corporate governance is essential for providing services that contribute to society, continuously expanding revenue, enhancing corporate value, and maximizing stakeholder interests, including shareholders, customers, business partners, and employees.
Specifically, developing an effective internal control system, establishing an appropriate risk management structure, strengthening compliance frameworks, and enhancing auditing systems are crucial.
As a principle, the Company avoids transactions with controlling shareholders and their relatives within the second degree. When such transactions are considered, they are reviewed for rationality (business necessity) and fairness of transaction terms by the Board of Directors, ensuring that the interests of minority shareholders are not compromised, following the "Related Party Transaction Management Regulations."
Corporate Governance System
Compliance
Views on Compliance
To prevent risks and minimize losses, the Company has established "Risk and Compliance Regulations" that define the Company's risk and compliance control policies, structure, and code of conduct. Compliance involves adhering not only to laws and regulations but also to internal rules, social norms, social order, industry self-regulation, ethics, and moral standards required in relationships with customers, business partners, shareholders, the nation, and the public.
Compliance-Related Structure
The President and Representative Director of the Company is appointed as the "Chief Implementation Officer" for compliance. The Chief Implementation Officer oversees Company-wide risk and compliance practices, including compliance training and responses to violations, in line with the "Risk and Compliance Regulations."
The Company has also established the Risk and Compliance Committee to discuss and examine risk and compliance management. The President and Representative Director chairs the committee, which consists of executive directors, executive officers, department heads, internal auditors, full-time audit & supervisory board members, as well as the presidents, executive directors, and executive officers of each subsidiary. The General Affairs Department serves as the secretariat, and the committee meets quarterly.
Compliance Initiatives
"Compliance Handbook" on an internal bulletin board accessible to all employees, including those at group companies.
The Company conducts quarterly e-learning training on compliance for all employees, including those in group companies, to promote basic knowledge of compliance. Confirmation tests are also performed.
Additionally, the Company holds group compliance training sessions for executives and managerial staff every six months, conducted by a corporate lawyer to provide practical compliance guidance. E-learning options are also available for all employees as needed.
In the fiscal year ending May 2023, the Company had compliance initiatives, including compliance training for new graduate employees, a series of moral improvement workshops, and monthly compliance updates or mini-workshops during employee meetings.
Quantitative Data
September 2022 course completion rate：100%
January 2023 course completion rate：99.6%
April 2023 course completion rate：100%
Risk Management
Views on Risk Management
The Company defines risks that must be managed individually in the "Risk and Compliance Regulations." The Company's risk management is an organized and systematic effort to comprehensively understand, manage, and utilize these risks in corporate management. The regulations also outline responses to significant emergencies that could impact the Company's survival, such as natural disasters or a significant loss of trust in society due to intentional or negligent business operations.
Risk Management Structure
In normal situations, risk information is reported through the escalation flow defined in the "Risk and Compliance Regulations" under the following circumstances:
（１）When it is recognized that a risk has actually occurred or is likely to occur.
（２）When one becomes involved in risk or is at risk of being involved.
（３）When one learns that an act that violates laws and internal regulations is being carried out within the Company.
After reporting, department heads and responsible executives grasp the risk situation, management measures, and progress, then report to the General Affairs Department executive director and the President and Representative Director.
In addition, the Company established a Risk and Compliance Committee as an organization to discuss and consider risk and compliance management.
In the event of an emergency, the President and Representative Director instructs the establishment of an emergency response headquarters within the General Affairs Department. The emergency response headquarters prioritizes protecting human life, quickly collects and analyzes information, and decides on response and preventive measures.
Information Security Measures
With the increase in online consultations and remote work, maintaining a high level of information security is essential. The Company implements access restrictions for confidential information by folder and raises awareness about suspicious emails through company-wide notifications.
The Company raises awareness about security incidents in meetings attended by all employees and has established a privacy policy published on our corporate website.
In the fiscal year ending May 2023, the Company conducted e-learning training for all employees, including those from group companies, on spam email security in September 2022, and on managing confidential and personal information in January 2023.