Outside Directors’ Roundtable Discussion

As the WILL GROUP takes on dynamic, new initiatives, the Company has also taken on the revitalization of leadership and the internal structure, marked by Yuichi Sumi’s appointment as President in June 2023. While youthful energy is pivotal, effective corporate leadership also relies on the invaluable oversight, advice, and recommendations offered by outside directors who bring extensive knowledge and experience from an objective viewpoint. In this roundtable discussion, three outside directors delve into the WILL GROUP’s corporate governance and sustainability management.

Contributions from the perspective of Outside Director

• I have experience as a Director and CTO at Konica Minolta, Inc. Generally, governance includes both defensive governance, or overseeing executive responsibilities and ensuring fairness, rationality, and transparency, as well as offensive governance or driving sustainable growth and increasing corporate value. Both of these are essential for a company, but I specialize more in offensive governance. This involves how a company adapts and evolves during a transformation. I hope to contribute by leveraging my past experiences and expertise while supporting the WILL GROUP’s emphasis on human capital management.
• I spent approximately 15 years at Recruit Co., Ltd. (now Recruit Holdings Co., Ltd.), where I gained valuable experience in business restructuring and the launch of new ventures. Later, during my time at Rakuten, Inc. (now Rakuten Group, Inc.), I contributed to the growth of e-commerce and the creation of new markets, demonstrating the evolution of a challenger or disruptive company, while generating unprecedented social value. I am confident that the insights and perspectives I have acquired can significantly contribute to the medium- to long-term improvement of the Company’s corporate value. The company name, WILL, embodies a commitment to providing services in several business areas, including working (W), interesting (I), learning (L), and living (L), with the goal of becoming a leading company in each area. While the WILL GROUP now focuses primarily on the working business segment (both domestic and international), I am eager to assist in the development of the other areas: interesting, learning, and living. I believe that my experience will be invaluable in these areas.

The WILL GROUP’s governance structure

• In recent years, there has been much progress in setting corporate governance principles, enabling the rapid improvement of organizational structures. The WILL GROUP, now listed on the Tokyo Stock Exchange Prime Market, is also committed to strengthening governance. The Board of Directors, central to this work, has had more and more discussions on realizing business strategies and improving the stock performance since the appointment of Mr. Koshizuka and Mr. Takahashi as new outside directors in 2022.
• The WILL GROUP’s Board of Directors is known for being candid, a reflection of the open culture. I have enormous respect for the employees’ deep dedication, especially for achieving short-term management strategies. However, I see the discussions within the Board of Directors on how to concretize and realize medium- to long-term management strategies as a key theme for the future. The new Medium-Term Management Plan (WILL-being 2026) that began in April 2023 has allowed us as outside directors to openly express our opinions at Board meetings because the executive team, including the President, took the time to thoroughly explain the plan. With the change in the role of the Board of Directors from an advisory board to a monitoring board, I look forward to deepening discussions from the perspective of an outside director.

• In recent years, the role of outside directors in corporate governance has evolved. In the past, it was common to seek specialized opinions from outside lawyers. However, today, there is an expectation for outside directors to collaborate in shaping medium- to long-term strategies and contribute to corporate value. The WILL GROUP has also adopted a corporate governance structure that aligns with these expectations.

Succession planning and HR development

• One of the WILL GROUP’s strengths is the profound attachment that employees have to the Company, where individual growth is closely linked with the Company’s growth. Although the previous management team was performing well, they were looking to pass the baton on to a younger generation earlier, carefully conducted the selection of the next president and the directors. Instead of choosing from the pool of long-term employees who already had an in-depth understanding of the Company and each other, they took a more objective approach by seeking out external directors and consultants. As outside directors, we also participated in the selection process, when appropriate, using both quantitative and qualitative assessments, under the lead of the general manager of the Human Resources Division.
  The Nomination Committee incorporated the perspectives of the outside directors, leading to the appointment of the current President. Observing President Sumi’s leadership, after his appointment, during events such as the WILL Summit (a biannual study session for executives at the department head level and above) and the Group Kickoff, which was held face to face for the first time in four years, we are confident that this selection resonates with everyone.

• The WILL GROUP, being in the HR field, highly values its own human resources. The selection process for the new president shows this dedication to excellence, particularly in the HR field. This commitment is evident in the two-year-long selection process, guided by objective criteria and a strong consensus. Moreover, this commitment extends beyond the President to the entire rejuvenated leadership team, all of whom shoulder significant responsibility and have ownership. Looking ahead, the central question is whether the organization can foster discussions that transcend individual areas of expertise and promote a shared corporate ethos. Elevating the perspective of the WILL GROUP collectively is a challenge for us. This ongoing initiative involves not only the executive leadership but also managers and every other employee across the organization. Drawing from my 35 years of professional experience, which includes interactions with nearly 100 companies, ranging from large corporations to startups, the WILL GROUP stands out as unique. Even the younger executives demonstrate impressive responsiveness, creating an engaging environment with strong expectations. I am closely monitoring the company’s progress in fulfilling the mission as a change agent group that brings positive change for individuals and organizations.
• At the WILL GROUP, employee loyalty is high, whether these people are new graduates or experienced workers. This loyalty often coincides with a shared commitment to the Company’s growth, resulting in personal growth. In the context of the WILL GROUP’s global future, as mentioned earlier, leaders of overseas subsidiaries display not only loyalty to the Company but also a strong focus on personal development. Japanese companies have unique qualities, and I would like to see the WILL GROUP promote cultural exchanges by inviting overseas leaders to Japan, blending Japanese and international cultures to drive further growth.

Message to shareholders and investors

• The three of us bring extensive experience from varied involvement within large, established corporations, including as outside officers, consultants, and advisors. At the same time, the WILL GROUP is positioned for substantial growth. We have eagerly observed the strong commitment and high level of ownership displayed by both internal directors and employees in pursuing goals. Looking ahead, we hope that this commitment continues, propelling the WILL GROUP toward substantial growth like that of a venture company, as the Company aims to have a global impact. We firmly believe in the WILL GROUP’s potential to achieve this ambition, with much energy being devoted to improving the corporate value. We invite you to share in our optimism for the future.
• The WILL GROUP is dedicated to making an impact on society. The Company generously supports individuals who have limited professional experience, aiding their transition into society and their development into specialists, while giving emotional support. The WILL GROUP’s Mission, Vision, and Value are deeply integrated within the organization, and there is a profound understanding of the needs of society. The Company follows a purpose-driven management approach. I look forward to seeing the WILL GROUP effectively communicating these attributes to investors and shareholders to improve their understanding.
• We are eagerly anticipating growth under the revitalized leadership team, driven by dynamic initiatives, and we acknowledge that shareholders have strong expectations for growth. The WILL GROUP’s proactive approach to taking on challenges and having in-depth discussions is admirable. To become a dominant force in the staffing industry, we encourage the Company to take on bold, innovative initiatives. As outside directors, we are here to provide both strong support and constructive criticism, when necessary. To our valued shareholders and investors, it would be appreciated if you could take a medium-to long-term perspective when you value WILL GROUP, as the Company takes on these varied challenges to enhance corporate value.