1.Basic Policy on Corporate Governance

Our group conducts business activities based on the philosophy of contributing to solving the worsening shortage of professional human resources. In order to realize this philosophy, it is important to continuously increase corporate value by promoting management efficiency through speedy decision-making and striving to ensure management transparency and objectivity. The Company positions corporate governance as an important strategic foundation for this purpose, and strives to build and strengthen its corporate governance system by monitoring management risks through the Board of Directors and audits by the Audit and Supervisory Committee.

2.Overview of Corporate Governance System and Reasons for Adopting System

In order to further enhance the auditing and supervisory functions of the Board of Directors and directors, the Company transitioned from a company with auditors to a company with an audit and supervisory committee after approval at the extraordinary general meeting of shareholders held on August 29, 2022.
Our corporate governance system is as follows.

a. Board of Directors

The Company’s Board of Directors is chaired by Representative Director Ryo Kobayashi, is comprised of five directors (including three outside directors which includes three Audit and Supervisory Committee members) and has the authority to decide on the Company’s business execution and to supervise the execution of duties by the Directors. In principle, regular meetings of the Board of Directors are held once a month, and extraordinary meetings of the Board of Directors are held as necessary.

b. Audit and Supervisory Committee

Our company is a company with an audit and supervisory committee, and the audit and supervisory committee consists of three outside directors (including one full-time director), chaired by full-time outside director Yoshiaki Hatori. In principle, regular Audit and Supervisory Committee meetings are held once a month, and extraordinary Audit and Supervisory Committee meetings are held as necessary. In addition, we collaborate with the Internal Audit Office and the Accounting Auditor to collect information, improve the audit environment, and strengthen audit and supervisory functions.

ｃ. Nomination and Compensation Committee

The Company established a non-mandatory Nomination and Compensation Committee as an advisory body at the Board of Directors meeting held on February 13, 2023, with the aim of ensuring objectivity and rationality in the appointment and dismissal of Directors and the compensation system. The Nomination and Compensation Committee is composed of three or more directors of the Company selected by resolution of the Board of Directors, the majority of the members being independent outside directors, and the chairperson selected from among the independent outside directors.

The committee is chaired by Keiko Shimada, an independent outside director, and consists of three directors (including three members of the Audit and Supervisory Committee): Yoshiaki Hatori, an independent outside director, and Takashi Nishimura, an outside director.

d. Internal Audit Office

The Company has established an Internal Audit Office as an organization that is independent from each department and directly reports to the Representative Director. The Internal Audit Office conducts general audits of the operations of each department based on the internal audit regulations, reports the audit results to the representative director, and makes recommendations to each department for business improvements. and is conducting follow-up on the improvement status. Additionally, the Internal Audit Office increases the effectiveness of audits by sharing information and exchanging opinions with the Audit and Supervisory Committee and accounting auditors.

e. Accounting Auditor

Our company has entered into an audit contract with auditing firm A&A Partners, and receives accounting audits from an independent standpoint.

f. Risk Management and Compliance Committee

The Company has established a Risk Management and Compliance Committee for the purpose of comprehensively managing all risks within the Group and investigating and deliberating responses to compliance-related issues. The Risk Management and Compliance Committee is chaired by the representative director and is comprised of full-time officers, the head of the internal audit office, and the head of the corporate headquarters, and meets once a quarter.

3.Corporate Governance Report

The Company has submitted a “Corporate Governance Report” to the Tokyo Stock Exchange. (only available in Japanese)