Corporate Governance

Corporate Governance Highlights

*Composition as of June 30, 2024

Board of Directors

No. of meetings held in FY2024 17 times
In addition to regular monthly meetings of the Board of Directors, extraordinary meetings are held as necessary and when appropriate.
  • 99

    No. of member 9

  • 22

    Inside Directors 2

  • 33

    Outside Directors 3

  • 44

    Audit & Supervisory
    Board Members
    4

  • 11

    Chairperson
    President and
    Representative Director

Audit & Supervisory Board

No. of meetings held in FY2024 15 times
In addition to regular monthly meetings of the Audit & Supervisory Board, extraordinary meetings are held as necessary and when appropriate. Under this system the four Audit & Supervisory Board Members also attend meetings of the Board of Directors, so that important decision-making is being audited at all times.
  • 44

    No. of members 4

  • 44

    Outside Audit & Supervisory Board Members
    (Including a full-time member)
    4

  • 11

    Chairperson
    Full-time Outside Audit &
    Supervisory Board Member

Nomination Committee

No. of meetings held in FY2024 2 times
The Nomination Committee deliberates on matters related to the training and development of successors as part of the succession planning for the CEO, and matters related to the appointment and dismissal of Directors.
  • 99

    No. of members 9

  • 22

    Inside Directors 2

  • 33

    Outside Directors 3

  • 44

    Audit & Supervisory
    Board Members
    4

  • 11

    Chairperson Outside Director

Remuneration Committee

No. of meetings held in FY2024 4 times
Delegated by the Board of Directors, the Remuneration Committee deliberates and confirms the evaluations and remuneration amounts of individual Directors within the scope of the remuneration system and maximum amount of remuneration decided by the general meeting of shareholders and the Board of Directors.
  • 33

    No. of members 3

  • 33

    Outside Directors 3

  • 11

    Chairperson Outside Director

  • Compliance Committee

    No. of meetings held in FY2024 12 times

    The Compliance Committee, chaired by the Representative Director and consisting of the Group’s Directors and employees selected from within the Company, confirms the level of compliance with laws and regulations and conducts related education as necessary. Each Director or executive officer works to raise awareness of compliance by ensuring that all departments under their control are thoroughly aware of compliance.

  • Sustainability Committee

    No. of meetings held in FY2024 2 times

    The Sustainability Committee, chaired by the President and Representative Director, is composed of the Company’s Inside Directors and the directors of its main domestic subsidiaries as committee members. The Sustainability Committee discusses, evaluates, and formulates activity policies and action plans relating to sustainability and monitors the promotion of KPI for material issues.

  • Group Management Committee

    No. of meetings held in FY2024 12 times

    The Group Management Committee, led by the Directors and executive officers of the Group, discusses important matters such as analysis of the recent business environment and performance trends, and medium- to long-term business strategies.

Changes in Corporate Governance

The Company is working to further improve corporate governance to ensure transparent, sound management. In 2016, we adopted a system of two representative directors with a board of directors where one-third or more of the directors are outside directors. A female outside director was elected in 2020 and the Sustainability Committee was established in 2022, establishing a system that can respond quickly and flexibly to changes in the business environment.

See Basic views and Corporate governance system on our corporate website for more information on corporate governance of the WILL GROUP.

Major deliberations and reports at Board of Directors meetings (FY2024)

Category Major deliberation and reports
Business strategy Approval of quarterly financial report
Deliberations on the medium-term management plan
Deliberations on M&As
Deliberations on human resources strategy
Report on business execution
Governance Deliberations on improving the effectiveness of the Board of Directors
Approval of officers and compensation
Deliberations on strengthening corporate governance
Deliberations on pursuing sustainability
Report on internal audit results
Capital policy Approval of policy on shareholder returns
Deliberations on financing
Deliberations on capital investments

See Ensuring the effectiveness of the Board of Directors and Audit & Supervisory Board and Effectiveness Evaluation of the Board of Directors (FY2024) on our corporate website.

Skill matrix for Directors and Audit & Supervisory Board Members

In order to execute its role efficiently and effectively, and to implement the supervision of business execution, the Board of Directors of the Company consists of two internal directors who are intimately familiar with the business of the Group, three independent outside directors who have deep insights and extensive experience in specialist areas, such as corporate management, finance, accounting, global business, IT, and DX, and four outside Audit & Supervisory Board members.
Having identified the skills that each Director should have in order to achieve the goals of the medium-term management plan, the nomination committee first deliberates on the candidates for Director with the aim of achieving a balance of knowledge, experience, and abilities for the Board of Directors as a whole, as well as diversity, based on which the Board of Directors makes a decision.

Position
Name
Attributes Operational Experience / Knowledge, etc. Advisory Committee Expertise
Distinctiveness 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 and Director
Ryosuke Ikeda
           
President and Representative Director
Yuichi Sumi
             
Outside Director
Kunihiro Koshizuka
         
Outside Director
Masato Takahashi
           
Outside Director
Yuko Ichikawa
           
Full-time Outside Audit & Supervisory Board Member
Shizuka Sawada
          Certified public accountant, licensed tax accountant
Full-time Outside Audit & Supervisory Board Member
Sachie Ikeda
            Certified public accountant
Outside Audit & Supervisory Board Member
Kenji Omukai
        Certified public accountant, certified public accountant of the State of New York, licensed tax accountant
Outside Audit & Supervisory Board Member
Katsumi Nakamura
            Attorney, certified fraud examiner

◎ indicates chairman of the advisory committees.

Board Members

Chairman and Director

Ryosuke Ikeda

  • 18.28%
  • 18 years

Positive change I’d like to bring about at the WILL GROUP:

Improvement of execution and supervisory function of management for achieving sustainable growth

Contributed to the company’s growth as Representative Director since the establishment of WILL GROUP in 2006. Stepped down as Representative Director in 2022 and assumed the position of Chairman of the Board. Transitioned from an executive leadership role to a supervisory focus, aiming to foster sustainable growth. Dedicated to developing a governance framework that balances operational execution with strategic oversight, along with proactive and reactive approaches.

Career summary

  • Apr. 1992Joined Takaoka Accounting Firm
  • Sept. 1995Joined ABLE INC.
  • Oct. 1997Joined Big Aid Co., Ltd.
  • Feb. 2000Representative Director of SAINT MEDIA, INC. (currently WILLOF WORK, Inc.)
  • Apr. 2006President and Representative Director of Will Holdings, Inc. (currently the Company)
  • Sept. 2011Representative Director of Ikeda Planning Office Co., Ltd. (current position)
  • Feb. 2014Director of WILL GROUP Asia Pacific Pte. Ltd.
  • Aug. 2014Director of Scientec Consulting Pte. Ltd.
  • Feb. 2016Director of Oriental Aviation International Pte. Ltd.
  • June 2016Chairman and Representative Director of the Company
    Director of SAINT MEDIA, INC. (currently WILLOF WORK, Inc.)
  • Jan. 2017Director of Ethos Corporation Pty Ltd.
  • Jan. 2018Director of DFP Recruitment Holdings Pty Ltd.
  • Aug. 2019Outside Director of SHIKIGAKU. Co., Ltd.
  • Mar. 2021Outside Director at AGEHA Inc. (current position)
  • June 2022Chairman and Director of the Company (current position)
  • July 2022Outside Director at JINJIB Co., Ltd. (current position)

President and Representative Director

Yuichi Sumi

  • 0.13%
  • 2 years

Positive change I’d like to bring about at the WILL GROUP:

Maximization of options to work positively, for a society where people can believe in their potential

After gaining experience in sales at a major subsidiary of the Group, and serving as head of the Human Resources Department for the overall domestic Group, in April 2021, Yuichi Sumi was appointed as President and Representative Director of WILLOF CONSTRUCTION, Inc. Possessing a wealth of knowledge related to the human resources industry, he contributes to expand the business domains of the Group through strong leadership.

Career summary

  • Apr. 2003Joined SAINT MEDIA, INC. (currently WILLOF WORK, Inc.)
  • Apr. 2006Joined Will Holdings, Inc. (currently the Company)
  • Apr. 2009Joined SAINT MEDIA FIELD AGENT, INC. (currently WILLOF WORK, Inc.)
  • Apr. 2014General Manager of Sales Division of SAINT MEDIA FIELD AGENT, INC.
    (currently WILLOF WORK, Inc.)
  • Apr. 2016Director of SAINT MEDIA FIELD AGENT, INC. (currently WILLOF FACTORY, Inc.)
  • July 2018Executive Officer, General Manager of Human Resources Division of the Company
  • June 2019Director of SAINT MEDIA, INC. (currently WILLOF WORK, Inc.)
  • Apr. 2021Representative Director of WILLOF CONSTRUCTION, Inc.
  • June 2022Director of the Company (current position)
  • Apr. 2023Director of WILLOF WORK, Inc. (current position)
    Director of WILLOF CONSTRUCTION, Inc. (current position)
    Director of WILL GROUP Asia Pacific Pte. Ltd. (current position)
  • June 2023President and Representative Director of WILL GROUP (current position)

Outside Director

Kunihiro Koshizuka

  • 2 years

Positive change I’d like to bring about at the WILL GROUP:

To become a leading company suited for the new era, a large company supporting revival in the Japanese economy

Kunihiro Koshizuka served as Director and CTO of Konica Minolta Inc., and has been engaged in DX promotion and new business creation, large-scale overseas M&As, management of technology, strategy formulation, etc. After retiring as Director in 2019, he has been contributing to the formulation and promotion of technological strategies at that company as a Senior Technical Advisor. He has served as chairman/owner of an industry-academia AI development project and has contributed to formulating and promoting technology strategies

Career summary

  • Apr. 1981Joined Konishiroku Photo Industry Co., Ltd. (now Konica Minolta, Inc.)
  • Apr. 2012Executive Officer and General Manager, Technology Strategy Division of Konica Minolta, Inc.
  • Apr. 2013Executive Officer and General Manager, Technology Strategy Division, Corporate R&D Headquarters of Konica Minolta, Inc.
  • Apr. 2014Senior Executive Officer and General Manager, Corporate R&D Headquarters of Konica Minolta, Inc.
  • Apr. 2015Senior Executive Officer and General Manager, Business Development Headquarters of Konica Minolta, Inc.
    June 2015Director, Senior Executive Officer and General Manager, Business Development Headquarters of Konica Minolta, Inc.
  • Apr. 2016Director and Senior Executive Officer and General Manager, Business Development Headquarters, and CTO of Konica Minolta, Inc.
  • June 2019Senior Technical Advisor of Konica Minolta, Inc.
  • May 2020Outside Director of AEON MALL Co., Ltd. (current position)
  • June 2021External Director of Tokyu Construction Co., Ltd. (current position)
  • June 2022Outside Director of the Company (current position)
  • June 2022Outside Director of F.C.C. Co., Ltd. (current position)

Outside Director

Masato Takahashi

  • 2 years

Positive change I’d like to bring about at the WILL GROUP:

To contribute to the evolution of WILL GROUP by leveraging management and DX experience at a social infrastructure company

Masato Takahashi served as person in charge of establishing internet-oriented departments at Recruit Holdings Co., Ltd., and was engaged in information and human relations. Since 2007, he has promoted DX as the person in charge of EC and related businesses at Rakuten, Inc., and has been contributing to its enormous corporate growth.

Career summary

  • Apr. 1982Joined Recruit Co., Ltd. (now Recruit Holdings Co., Ltd.)
  • Sept. 2007Joined Rakuten, Inc. (now Rakuten Group, Inc.)
  • Oct. 2011Managing Executive Officer of Rakuten, Inc.
  • June 2013Outside Director of LIFULL Co., Ltd.
  • June 2018Outside Director of Fringe81, Inc. (now Unipos Inc.) (current position)
  • Mar. 2021External Director of adish Co., Ltd. (current position)
  • June 2022Outside Director of the Company (current position)
  • May 2023Outside Director of property technologies Inc. (current position)

Outside Director

Yuko Ichikawa

  • - year

Positive change I’d like to bring about at the WILL GROUP

Enhancing the value of human capital to support the sustainable growth of individuals and society

Served as the Head of Financial Strategy and Investor Relations at Rakuten Group, Inc. Served as a member of The Corporate Reporting Lab at the Ministry of Economy, Trade and Industry, as well as the Study Group on Long-Term Investment for Sustainable Growth [ESG and Intangible Assets] (Ito Report 2.0), and other organizations. Acted as a bridge between companies and investors, contributing to the sustainable growth of businesses.

Career summary

  • June 2016General Manager of IR Department at Rakuten, Inc. (currently Rakuten Group, Inc.)
  • Mar. 2018Outside Director at Allied Architects, Inc.
  • Mar. 2020Outside Director and Audit & Supervisory Committee Member at Allied Architects, Inc.
    Oct. 2020Outside Director and Audit & Supervisory Committee Member at Kurashicom, Inc. (current position)
  • June 2021Outside Director at Asahi Diamond Industrial Co., Ltd. (current position)
  • June 2024Outside Director at the Company (current position)

Full-time Outside Audit & Supervisory Board Member

Shizuka Sawada

  • 8 years

Positive change I’d like to bring about at the WILL GROUP:

Transformation into an organization capable of sound, sustainable growth equipped with both offensive and defensive capabilities

After working as a CPA at a large audit corporation, Shizuka Sawada has served as a corporate auditor at listed companies and companies preparing for IPO for more than 15 years. She is utilizing her abundant auditing experience and specialist knowledge to contribute to the governance system through effective auditing as an Audit & Supervisory Board Member.

Career summary

  • Oct. 1997Joined Asahi & Co. (currently KPMG AZSA LLC)
  • Apr. 2001Registered as a certified public accountant
  • Jan. 2004Established Shizuka Sawada CPA Office as President (current position)
  • July 2006Auditor of SunBridge Partners
  • July 2011Registered as a certified public tax accountant
  • Mar. 2012Auditor of Cross Marketing Inc. (currently Cross Marketing Group Inc.)
  • Dec. 2012Auditor of Minnano Wedding Co., Ltd.
  • June 2016Outside Audit & Supervisory Board Member of WILL GROUP, INC.
  • Jan. 2017Full-time Outside Audit & Supervisory Board Member of WILL GROUP, INC.
  • June 2017Auditor of SAINT MEDIA, INC. (currently WILLOF WORK, Inc.)
    Auditor of NET jinzai bank, Inc. (currently for Startups, Inc.)
  • June 2018Auditor of CreativeBank Inc.
  • June 2020Auditor of WILLOF CONSTRUCTION, Inc.
  • May 2023Outside Audit & Supervisory Board Member of TSI HOLDINGS CO., LTD.

Full-time Outside Audit & Supervisory Board Member

Sachie Ikeda

  • - year

Positive change I’d like to bring about at the WILL GROUP

Bolstering the governance structure through dialog

Served as a certified public accountant at a major auditing firm, conducting audits for listed companies. Although without direct experience in company management, she leverages her extensive auditing background and advanced expertise to strengthen our auditing framework, guided by the philosophy of “auditus” (Latin for “hearing”), the root of the word “audit”.

Career summary

  • Oct. 1997 Joined Asahi & Co. (currently KPMG AZSA LLC)
  • Apr. 2001Registered as a Certified Public Accountant
  • June 2018Appointed Partner at KPMG AZSA.
  • June 2024Full-Time Outside Audit & Supervisory Board Member at the Company (current position)
    Auditor at WILLOF WORK, Inc. (current position)
    Auditor at WILLOF CONSTRUCTION, Inc. (current position)
    Auditor at CreativeBank Inc. (current position)

Outside Audit & Supervisory Board Member

Kenji Omukai

  • 3 years

Positive change I’d like to bring about at the WILL GROUP:

To strike a balance between global growth and GRC

Kenji Omukai has worked for a major US-Japanese accounting corporation performing accounting audits and internal control audits as a CPA (accredited in Japan and New York State). He has also worked for a US NASDAQ-listed consulting firm where he supported global corporations in financial accounting and GRC (governance, risk, and compliance) and, as Director, led business growth.

Career summary

  • Oct. 1992Joined Ota Showa Audit Corporation (currently Ernst & Young ShinNihon LLC) Tokyo Office
  • Apr. 1996Registered as a certified public accountant
  • Mar. 2003Stationed in Ernst & Young LLP, New York Office, U.S.A.
  • Nov. 2005Registered as a U.S. certified public accountant in the State of New York
  • Nov. 2006Representative, Kenji Omukai Certified Public Accountant Office (current position)
    Client Service Director, Resources Global Professionals Japan K.K.
  • Dec. 2009Registered as a certified public tax accountant
  • June 2021Outside Audit & Supervisory Board Member of WILL GROUP, INC. (current position)
  • Aug. 2024Vice President of Resources Global Professionals Japan K.K. (current position)

Outside Audit & Supervisory Board Member

Katsumi Nakamura

  • 3 years

Positive change I’d like to bring about at the WILL GROUP:

To build a WILL GROUP-specific governance system striking a balance between offense and defense

After working for business operating companies and a political think tank, Katsumi Nakamura has been involved in crisis management, noncompliance investigations, compliance, internal control and CSR at a small law firm. For a variety of listed corporate groups, he contributes to crisis management through third-party committee investigations, and governance reform aimed at strengthening the effectiveness of the Board of Directors.

Career summary

  • Apr. 1993Joined All Nippon Airways Co., Ltd.
  • Apr. 1997Dispatched to International Exchange Office, the Institute of Fiscal and Monetary Policy, the Ministry of Finance
  • Apr. 1999Legal and Insurance Division, All Nippon Airways Co., Ltd.
  • Oct. 2006Registered as an attorney
    Joined T.Kunihiro & Co. Attorneys-at-Law
  • Jan. 2012Partner, T.Kunihiro & Co. Attorneys-at-Law (current position)
  • Aug. 2020Outside Director serving as Audit and Supervisory Committee Member, UMC Electronics Co., Ltd. (current position)
  • June 2021Outside Audit & Supervisory Board Member of WILL GROUP, INC. (current position)
  • June 2023Outside Audit & Supervisory Board Member at NH Foods Ltd. (current position)