Corporate governance
Basic views
In order to ensure management transparency and compliance, the Company shall establish a system that can respond quickly and flexibly to changes in the business environment of the entire Group while enhancing corporate governance. In addition, the Company develops company-wide activities through various measures in order to permeate corporate ethics and corporate philosophy throughout the entire Group.
Outline of “Independence Criteria for Outside Directors” (PDF)
Corporate governance system
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(1) Board of Directors
Our Board of Directors consists of six directors (including three outside directors); in addition to regular monthly meetings, extraordinary meetings are convened as necessary. Serving as the decision-making body for management, the Board resolves important matters in accordance with the Board of Directors Regulations and oversees the directors’ execution of duties.
Three Audit & Supervisory Board Members (all of whom are outside members) attend Board meetings, ensuring a structure where audits are consistently conducted regarding important decision-making processes. -
(2) Advisory Committees on Nomination and Remuneration
To increase the transparency and objectivity of the examination process for the nomination of director candidates and the remuneration of directors, discussions and confirmations are performed in advance regarding matters on nomination and remuneration by the Nomination Committee and Remuneration Committee. The results of these discussions are then submitted to the Board of Directors, which makes final decisions.
・Nomination Committee
The Company’s Nomination Committee is chaired by Outside Director Kunihiro Koshizuka and comprises a total of nine members: Chairman of the Board Ryosuke Ikeda, Representative Director, President and CEO Yuichi Sumi, Director and COO Hideo Murakami, Outside Directors Masato Takahashi and Yuko Ichikawa, and Outside Audit & Supervisory Board Members Yukie Ikeda, Shizuka Sawada, and Katsumi Nakamura.
The Nomination Committee deliberates on matters concerning the cultivation and development of successors based on the CEO succession plan, as well as matters regarding the nomination and dismissal of director candidates.・Compensation Committee
The Company’s Compensation Committee is composed of three members: Outside Director Kunihiro Koshizuka (Chair), and Outside Directors Michihito Takahashi and Yuko Ichikawa.
The Committee deliberates on and reviews the individual compensation amounts and performance evaluations of Directors, within the scope of the compensation systems and maximum compensation limits resolved by the General Meeting of Shareholders and the Board of Directors. -
(3) Audit & Supervisory Board
The Company is a company with an Audit & Supervisory Board. The Company’s Audit & Supervisory Board consists of three outside Audit & Supervisory Board members, namely, Sachie Ikeda, Shizuka Sawada, and Katsumi Nakamura. Each Audit & Supervisory Board member audits the execution of duties by directors by attending meetings of the Board of Directors and other important meetings in accordance with the audit plan formulated by the Audit & Supervisory Board. The Audit & Supervisory Board, which meets regularly once a month and as necessary, determines audit policies and plans, and exchanges opinions on compliance issues. In addition, they receive quarterly explanations and reports on financial results from the accounting auditor, and exchanges information and opinions with the accounting auditor as necessary.
A full-time outside Audit & Supervisory Board member Sachie Ikeda is a certified public accountant. An outside Audit & Supervisory Board member Shizuka Sawada is a certified public accountant and tax accountant. Katsumi Nakamura, also an outside Audit & Supervisory Board member, is a lawyer. -
(4) Group Management Committee
The Group Management Committee, led by the directors and executive officers of the Group, discussesimportant matters such as analysis of the recent business environment and performance trends, and medium- to long-term business strategies.
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(5) Compliance Committee
The Compliance Committee, chaired by the President and Representative Director, CEO and consisting of the Group’s directors and employees selected from within the Company, ensures that the Company is in compliance with the laws and regulations. Each director or executive officer works to raise awareness of compliance by ensuring that all departments under their control are thoroughly aware of compliance.
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(6) Sustainability Committee
The Sustainability Committee is chaired by President and Representative Director, CEO and composed of the Company’s inside directors and executive officers, and the directors of its major domestic subsidiaries. The Sustainability Committee discusses, evaluates, and formulates activity policies and action plans relating to sustainability, and monitors and evaluates the promotion of KPIs for materiality issues. The contents of the discussions at the Committee are reported to the Board of Directors for deliberation.
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(7) Internal Audit Office
The Internal Audit Office (comprising four members, including the head) has been established under the direct supervision of President and Representative Director, CEO, and conducts internal audits covering the Company and its group companies. The Office consists of certified professionals such as Certified Internal Auditors (CIAs) and Certified Information Systems Auditors (CISAs), enabling it to conduct audits with a high level of expertise.
Audit activities are carried out based on an annual audit plan developed through risk assessment, with a particular focus on key risk areas specific to the human resources services industry, including compliance with laws such as Worker Dispatching Act and the Employment Security Act, labor management, personal information protection, enhancement of compliance systems, and IT controls. In recent years, the Office has also emphasized verifying the appropriateness of outsourcing and subcontracting agreements, ensuring occupational health and safety at outsourced sites, and promoting awareness of the internal whistleblower system (compliance hotline) within audited departments.
Audit results are reported as necessary to President and Representative Director, inside directors, and full- time Audit & Supervisory Board members, while also being regularly reported to the Audit & Supervisory Board and the Board of Directors. The Office also exchanges information with the Audit & Supervisory Board members and accounting auditors as needed, working to strengthen the coordination among the three lines of audit.
Corporate Governance Structure
Basic Views on Internal Control System and the Progress of System Development (PDF)
Ensuring the effectiveness of the Board of Directors and Audit & Supervisory Board
Regarding the nomination of director candidates, we conduct a comprehensive review based on the principle of placing the right person in the right role, while considering factors such as the ability to ensure accurate and swift decision-making, appropriate risk management, and oversight of business execution; the balance required to cover the Company’s various functions and the business divisions of Group companies; and attributes such as gender, international experience, professional background, and age.
Similarly, for the nomination of Audit & Supervisory Board member candidates, we conduct a comprehensive review based on the principle of placing the right person in the right role, while ensuring a balance of expertise in finance and accounting, knowledge of the Company’s business fields, and diverse perspectives on corporate management.
We have appointed one Outside Director and two Outside Audit & Supervisory Board members who possess appropriate expertise in finance and accounting.
Status of Outside Officers
The Company elects three Outside Directors and three Outside Audit & Supervisory Board Members.
When selecting candidates for Outside Officers at the Company, the Group selects those candidates that satisfy the requirements of independence provided by the Tokyo Stock Exchange and also meet the criteria specified in the “Independence Criteria for Outside Directors” of the Company in order for Outside Directors and Outside Audit & Supervisory Board Members to fulfill the monitoring functions needed.
Outline of “Independence Criteria for Outside Directors” (PDF)
Skill Matrix for Directors and Audit & Supervisory Board Members
The Board of Directors has three inside directors who have a thorough knowledge of the Group’s business operations and three independent outside directors and three outside Audit & Supervisory Board members. These Outside Officers have considerable experience and knowledge that encompasses corporate management, finance and accounting, global business operations, IT/DX, and other areas of expertise. This composition of the board allows the directors to perform their functions effectively and efficiently as well as to effectively oversee business execution.
The Board of Directors determines candidates for directors based on the discussions held by the Nomination Committee. During this process, necessary skills to accomplish the goals of the medium-term management plan are identified. The selection process takes place with the goal of achieving diversity of the board in order to have a proper balance of knowledge, experience and skills.
| Position/ Name |
Attribute | Operational experience/knowledge, etc. | Advisory committee | Expertise | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Independence | Gender Male● Female○ |
Corporate management | Experience in the Company’s business and industry |
Global experience | Finance/ Accounting |
HR, labor, human resources development |
Legal/ Risk management |
IT/Technology | Nomination Committee | Remuneration Committee | Qualifications | |
| Chairman Ryosuke Ikeda |
● | ● | ● | ● | ● | ● | ||||||
| President & CEO Yuichi Sumi |
● | ● | ● | ● | ● | ● | ||||||
| Director & COO Hideo Murakami |
● | ● | ● | ● | ||||||||
| Outside Director Kunihiro Koshizuka |
● | ● | ● | ● | ● | ◎ | ◎ | MBA, PhD (Professional Accounting), small and medium-sized enterprise consultant | ||||
| Outside Director Masato Takahashi |
● | ● | ● | ● | ● | ● | ||||||
| Outside Director Yuko Ichikawa |
● | ○ | ● | ● | ● | ● | ||||||
| Full-time Audit &Supervisory Board Member Sachie Ikeda |
● | ○ | ● | ● | ● | Certified public accountant | ||||||
| Outside Audit &Supervisory Board Member Shizuka Sawada |
● | ○ | ● | ● | ● | ● | Certified public accountant, licensed tax accountant | |||||
| Outside Audit &Supervisory Board Member Katsumi Nakamura |
● | ● | ● | ● | ● | Attorney, certified fraud examiner | ||||||
◎ in the Advisory Committee indicates the chairperson.
Effectiveness Evaluation of the Board of Directors (FY3/26)
To improve the functions of the Board of Directors and enhance corporate value, the Company evaluates the effectiveness of the Board of Directors. The results were reported at the Board of Directors, where issues were recognized and the future direction was discussed.
1. Evaluation method
・From December 2025 through January 2026, surveys were conducted of all five directors (including three outside directors) that make up the Board of Directors and the three Audit & Supervisory Board members (three outside Audit & Supervisory Board members).・Anonymity was ensured in the response method.
・Analysis, discussion, and evaluation were performed at a regular meeting of the Board of Directors.
2. Results of evaluation
(1) General remarksThe results of the tabulation of the survey responses produced a generally positive evaluation. It was also confirmed that the effectiveness of the overall Board of Directors is being ensured.
(2) Points evaluated
【Operation of and discussion at the Board of Directors】
・The constructive discussions utilizing directors’ insights are actively conducted at the Board of Directors, which functions effectively as a whole.
・Important matters are reported in advance or addressed at various other internal meetings, thereby facilitating discussions at the Board of Directors.
【Dialogue with shareholders】
・IR activities are implemented through the quarterly reporting and other means, and the Board of Directors sincerely responds to those involved at the general meeting of shareholders and financial results briefings.
【Operation of committees】
・The Nomination Committee and the Remuneration Committee made improvements in the time to hold meetings and contents discussed. Their composition and operation are generally appropriate, and they adequately fulfills their functions.
3. Future issues
At the same time, mainly the following issues were recognized. We will continue our efforts to improve the effectiveness of the Board of Directors by fully examining these issues in light of this effectiveness evaluation.【Discussions at the Board of Directors】
・Deepening discussions on strategic themes such as medium- to long-term management strategy, business portfolio, and risk management, and on themes regarding medium- to long-term corporate value creation such as human capital investment, intellectual property investment, and ESG and SDGs
・Indicators for reviewing the medium- to long-term return on investment in business portfolio decision-making