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.

Corporate governance system diagram

We promote corporate governance by establishing the structure shown below.
Details on each committee and system are available on our website under Corporate governance.

Corporate governance system diagram

* Composition as of the end of June 2025

Board of Directors

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

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 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

Nomination Committee

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

Remuneration Committee

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

Compliance Committee

No. of meetings held
in FY2025
12 times

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.

Sustainability Committee

No. of meetings held
in FY2025
2 times

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.

Group Management Committee

No. of meetings held
in FY2025
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.

Diagram of the changes in Corporate Governance

Major deliberations and reports at Board of Directors meetings (FY2025)

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

Skill matrix for Directors and Audit & Supervisory Board Members

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
  • * ◉ indicates chairman of the advisory committees.

Board members

Ryosuke Ikeda, Chairman and Director

Chairman and Director

Ryosuke Ikeda

Shareholding ratio: 18.21% Years served: 19

Positive change Iʼd like to bring about at the WILL GROUP

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

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.

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

President and Representative Director

Yuichi Sumi

Shareholding ratio: 1.51% Years served: 3

Positive change Iʼd 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., 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.

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

Outside Directors

Kunihiro Koshizuka

Years served: 3

Positive change Iʼd 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 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.

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

Outside Directors

Masato Takahashi

Years served: 3

Positive change Iʼd 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 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.

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

Outside Directors

Yuko Ichikawa

Years served: 1

Positive change Iʼd 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 Asset Investment] (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 2016 General Manager of IR Department at Rakuten, Inc. (currently Rakuten Group, Inc.)
  • Mar. 2018 Outside Director at Allied Architects, Inc.
  • Mar. 2020 Outside Director and Audit & Supervisory Committee Member at Allied Architects, Inc.
    Oct. 2020 Outside Director and Audit & Supervisory Committee Member at Kurashicom, Inc. (current position)
  • June 2021 Outside Director at Asahi Diamond Industrial Co., Ltd. (current position)
  • June 2024 Outside Director at the Company (current position)
Sachie Ikeda, Full-time Outside Audit & Supervisory Board Member

Full-time Outside Audit & Supervisory Board Member

Sachie Ikeda

Years served: 1

Positive change Iʼd like to bring about at the WILL GROUP

Bolstering the governance structure through dialogue

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. 2001 Registered as a Certified Public Accountant
  • June 2018 Appointed Partner at KPMG AZSA LLC
  • June 2024 Full-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)
Shizuka Sawada, Full-time Outside Audit & Supervisory Board Member

Full-time Outside Audit & Supervisory Board Member

Shizuka Sawada

Years served: 9

Positive change Iʼd 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 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.

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

Outside Audit & Supervisory Board Members

Katsumi Nakamura

Years served: 4

Positive change Iʼd 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 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.

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