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.
We promote corporate governance by establishing the structure shown below.
Details on each committee and system are available on our website under Corporate governance.
* Composition as of the end of June 2025
In addition to regular monthly meetings of the Board of Directors, extraordinary meetings are held as necessary and when appropriate.
The Board of Directors, as a management decision-making body, resolves important matters in accordance with the Board of Directors regulations and supervises the status of business execution by the Directors.
No. of meetings held in FY2025
17 times
No. of members
8
Inside Directors
2
Outside Directors
3
Outside Audit & Supervisory Board Members
3
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 exchange information and opinions with the accounting auditor as necessary.
No. of meetings held in FY2025
14 times
No. of members
3
Outside Audit & Supervisory Board Members
3
The Nomination Committee deliberates on matters related to the education and development of successors in CEO succession planning, as well as matters related to the appointment and dismissal of Directors.
No. of meetings held in FY2025
1 time
No. of members
8
Inside Directors
2
Outside Directors
3
Outside Audit & Supervisory Board Members
3
The Remuneration Committee deliberates and confirms the remuneration amounts and evaluations 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.
No. of meetings held in FY2025
2 times
No. of members
3
Outside Directors
3
The Compliance Committee, chaired by the Representative Director and consisting of full-time Audit & Supervisory Board Members, the Company’s Executive Officers, and Directors of its main domestic subsidiaries 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.
Chaired by the President and Representative Director, the Committee consists of the Company’s inside Directors, Executive Officers, and Directors of its main domestic subsidiaries. The Committee discusses, evaluates, and formulates policies and action plans related to sustainability; monitors and reviews progress on KPIs for material issues; and reports the results of these discussions for deliberation at Board of Directors meetings.
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.
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.
| Category | Major deliberations 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 |
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.
| Position Name |
Attributes | Operational Experience / Knowledge, etc. | Advisory Committee | Expertise | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Inde-pendence | Gender Male (●) Female (○) |
Corporate Management | Experience in the Companyʼs Business and Industry | Global Experience | Finance / Accounting | HR / Labor / Human Resource Development | Legal / Risk Management | IT / Technology | Nomination Committee | Remuneration Committee | Quali-fications | |
| Chairman and Director Ryosuke Ikeda |
● | ● | ● | ● | ● | ● | ||||||
| President and Representative Director Yuichi Sumi |
● | ● | ● | ● | ● | |||||||
| Outside Directors Kunihiro Koshizuka |
● | ● | ● | ● | ● | ◉ | ◉ | |||||
| Outside Directors Masato Takahashi |
● | ● | ● | ● | ● | ● | ||||||
| Outside Directors Yuko Ichikawa |
● | ○ | ● | ● | ● | ● | ||||||
| Full-time Outside Audit & Supervisory Board Member Sachie Ikeda |
● | ○ | ● | ● | ● | Certified public accountant | ||||||
| Full-time Outside Audit & Supervisory Board Member Shizuka Sawada |
● | ○ | ● | ● | ● | ● | Certified public accountant, licensed tax accountant | |||||
| Outside Audit & Supervisory Board Members Katsumi Nakamura |
● | ● | ● | ● | ● | Attorney, certified fraud examiner | ||||||
Chairman and Director
Positive change Iʼd like to bring about at the WILL GROUP
Contributed to the companyʼs 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.
President and Representative Director
Positive change Iʼd like to bring about at the WILL GROUP
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., which operates in the construction management engineer area, a focus area for the Group. Possessing a wealth of knowledge related to the human resources industry, he contributes to expanding the business domains of the Group through strong leadership.
Outside Directors
Positive change Iʼd like to bring about at the WILL GROUP
Kunihiro Koshizuka served as Director and CTO of Konica Minolta, Inc., and has been working in digital transformation (DX) and new business creation, large-scale overseas M&As, technology management, formulating management strategy, and other areas. Since retiring as Director in 2019, he has been helping to formulate and promote technological strategies at the company as the Senior Technical Advisor and has served as chairman/owner of an industry-academia-government AI development project.
Outside Directors
Positive change Iʼd like to bring about at the WILL GROUP
Masato Takahashi served as person in charge of establishing internet-oriented departments at Recruit Holdings Co., Ltd., and was engaged in the relationship between information and people. Since 2007, he has driven business development and digital transformation (DX) as a Managing Executive Officer overseeing core e-commerce and related businesses at Rakuten, Inc., contributing significantly to the company’s growth.
Outside Directors
Positive change Iʼd like to bring about at the WILL GROUP
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 Asset Investment] (Ito Report 2.0), and other organizations. Acted as a bridge between companies and investors, contributing to the sustainable growth of businesses.
Full-time Outside Audit & Supervisory Board Member
Positive change Iʼd like to bring about at the WILL GROUP
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”.
Full-time Outside Audit & Supervisory Board Member
Positive change Iʼd like to bring about at the WILL GROUP
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 has been utilizing her abundant auditing experience and specialist knowledge to contribute to the governance system through effective auditing as an Audit & Supervisory Board Member.
Outside Audit & Supervisory Board Members
Positive change Iʼd like to bring about at the WILL GROUP
After working for business operating companies and a government-affiliated 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.