Governance

• Corporate governance
• Risk management and compliance

Corporate governance

Basic policy on corporate governance

We acknowledge that enhancing the corporate governance system is one of the most important issues. Based on our mission “Better Systems, Better World”, we strive to strengthen the system within our organization to meet the responsibilities and expectations of stakeholders as a public institution, realize sustainable growth, and enhance our corporate value over the medium to long term.

Corporate governance structure

Overall structure

We have adopted the Audit & Supervisory Committee for our corporate governance system.

Board of Directors

In principle, the Board of Directors meets once a month, and extraordinary meetings are held as necessary. In addition to the regular monthly meetings, the Board of Directors, as a management decision-making body, deliberates and decides on matters stipulated in laws and regulations or the Articles of Incorporation as well as other important matters related to management policies, and supervises the execution of duties by each director.

The Board of Directors consists of 8 members, 6 of whom are independent outside directors and 3 of whom are female directors (as of October 27, 2022). The company’s Articles of Incorporation stipulate that the number of directors (excluding directors serving on the Audit & Supervisory Committee) shall be 10 or less.

Audit & Supervisory Committee

The Audit & Supervisory Committee meets once a month in principle, and extraordinary meetings are held as necessary. The Audit & Supervisory Committee exercises its supervisory function by deepening awareness of the current situation and the issues facing the company through active discussions at meetings of the Board of Directors. The Audit & Supervisory Committee also exchanges opinions with the accounting auditor on a regular basis, and receives explanations from the accounting auditor regarding auditing policies and plans, as well as the results of audits on quarterly and full-year financial results. In addition, the Audit & Supervisory Committee exchanges opinions whenever concerns arise regarding individual audits. The Audit & Supervisory Committee also regularly exchanges information with the Internal Audit Division and exchanges opinions on the development and establishment of internal control systems and risk assessment. By sharing information with the accounting auditor and the Internal Audit Division, the Audit & Supervisory Committee enhances the effectiveness of its audits and makes recommendations for corrective actions as necessary.

The Audit & Supervisory Committee consists of 3 members, 3 of whom are independent directors. 1 of them is a certified public accountant who has been engaged in the assurance work of listed companies at an accounting firm for many years and has considerable knowledge of finance and accounting.

Nomination and Remuneration Committee (voluntary committee)

The Nomination and Remuneration Committee, as one of the voluntary committees, has been established with the purpose of ensuring objectivity and transparency regarding the nomination and remuneration of directors, with the majority of its members being independent outside directors. The committee is mainly responsible for the appointment of directors and the formulation of their remuneration. Proposals for the appointment and remuneration of directors are reviewed by the Nomination and Remuneration Committee and then resolved by the Board of Directors.

SVP Meeting, etc.

The company has established companywide SVP Meeting as well as management meetings in each business unit as a body responsible for important decision-making in business execution. The SVP Meeting is composed of Senior Vice Presidents (SVP) responsible for business execution and deliberates and makes resolutions on important matters related to business execution across the entire company. The meetings in each business unit were established as bodies responsible for important decision-making in business execution in each business unit and are composed of members appointed through deliberation and resolution at the SVP meeting.

Board of Directors execution evaluation

We review the overall operation of the Board of Directors at least once a year at the board meeting. The following is a summary of the evaluation of the board effectiveness conducted in the fiscal year ended July 31, 2022.

To assess the board effectiveness, we conducted a questionnaire with the names of each Director and provided feedback on the results to the Board of Directors. With regard to deliberations and operations at the board meetings, we have assessed that the board effectiveness is generally ensured as we received responses that the content, themes, volume, and scope of the agenda have been appropriate and that there have been constructive and active discussions. On the other hand, we received feedback that there is room for improvement regarding the proper separation of supervision and execution.

Based on this analysis, we will continue promoting initiatives to further enhance board effectiveness.

Officers remuneration

Process for determining remuneration

Based on the business results from the previous fiscal year, we consider and determine the remuneration between the end of the fiscal year and the first Board of Directors’ Meeting after the Ordinary General Meeting of Shareholders. Fixed monetary remuneration is paid in a fixed monthly amount, and non-monetary remuneration in the form of restricted stock is paid in a lump sum every November in an amount equivalent to the remuneration for the execution of duties over the following three fiscal years. In addition, it is our policy that the Board of Directors determine the remuneration for directors after the voluntary Nomination and Remuneration Committee have formulated the remuneration proposals.

For directors who are members of the Audit & Supervisory Committee, remuneration is determined through consultation with the Audit & Supervisory Committee.

Remuneration

The total amount of remuneration for officers for the fiscal year ending July 31, 2022 is determined by the Board of Directors within the limit of the amount of remuneration approved at the General Meeting of Shareholders.

	Total amount of remuneration (JPY MM)	Total amount of remuneration by category (JPY MM)			Number of eligible directors/ auditors
		Basic remuneration	Performance linked remuneration	Non-monetary remuneration
Directors (excl. Audit & Supervisory Committee members) (Outside directors)	200 (22)	107 (13)	－ (－)	92 (9)	10 (4)
Directors (Audit & Supervisory Committee members) (Outside directors)	28 (28)	25 (25)	－ (－)	2 (2)	3 (3)
Total (Outside directors/auditors)	228 (50)	133 (39)	－ (－)	95 (11)	13 (7)

The total amount of remuneration for officers for the fiscal year ending July 31, 2023 and onwards will be determined by the Board of Directors after review by the Nomination and Remuneration Committee, within the remuneration limit approved by the General Meeting of Shareholders.

Accounting auditor remuneration

The company determines the remuneration to the accounting auditor with the consent of the Audit & Supervisory Committee.

Period	Total amount of remuneration (JPY MM)
FY2020	40
FY2021	40
FY2022	50

Other matters related to corporate governance are set forth in the “Corporate Governance Code” and the “Criteria for Independent Judgment of Outside Directors”.

• Corporate Governance Report

Risk management and compliance

Security

Approach to security

As a company that handles customers’ confidential information, we consider the prevention of information security incidents to be our social responsibility. We will thoroughly manage information and aim to be a company trusted by our customers.

Security initiatives

We have established a Basic Policy for Information Security and are building an information security system.

We have established an Information Security Committee, and have acquired ISMS certification to continuously improve our information security management, as well as P Mark certification to protect personal information. In addition, we provide security training to our employees and undergo an external security audit at least once a year.

Anti-corruption

Anti-corruption policy

In accordance with our Corporate Compliance Policy (Raksul Group Code of Conduct), we, at RAKSUL Group, pledge to take part in a fair, transparent, and free competition, continue taking actions to stay just and honest and live up to the trust society places in us. We have established this Anti-Corruption Police in order to further embody this pledge.

• In order to ensure that we do not engage in any of the following corrupt practices, we will examine, establish, and continuously improve the appropriate anti-corruption management systems based on the specifics and risks of each country and region.
  (1) Corrupt practices such as bribery, illegal political contributions, donations, and sponsorships
  (2) Providing improper financial or other benefits to customers or business partners to obtain or maintain trade or business favors
  (3) Demanding and accepting financial or other benefits from public officials, customers, or business partners in exchange for business favors
• We also request our business partners to understand this policy and cooperate with us in our anti-corruption efforts.
• We properly and accurately record all costs and expenditures to ensure no bribery is taking place in violation of this policy
• We have established and will maintain the following appropriate systems in order to implement this policy.
  (1) We have established an “Annual Compliance Plan” for our employees and conduct employee education such as legal compliance and anti-corruption training.
  (2) We have an internal whistle-blower system to detect, correct, and resolve violations of laws, regulations, internal codes of conduct and rules at an early stage. There are three points of contact for whistle-blowing, and they have been made known to our employees: an internal contact, an Audit Committee member contact, and an external contact (law firm). Through our internal reporting rules, we ensure that our employees will not be mistreated or face deterioration of their work environment as a result of their reporting.
  (3) We will set up a contact point to facilitate reporting from our business partners.