Corporate Governance
Basic Stance on Corporate Governance
Based on our corporate philosophy "One Shines, We Shine, All Shines." we are working to ensure transparency and fairness in decision-making and to strengthen corporate governance as one of the most important issues in corporate management, to achieve sustainable growth and increase corporate value over the medium to long term.
Compliance with Corporate Governance Code
The Company has implemented all the basic principles of the Corporate Governance Code.
For details, please refer to the Corporate Governance Report.
Corporate Governance Structure
Internal control system
(1) Basic Policy on Internal Control Systems and Status of Improvement
Basic Policy for Internal Control System
The Company's Board of Directors has adopted the following resolution regarding the "Basic Policy on Internal Control System" to further improve the company-wide control environment and to promote smooth control activities.
In order to realize its corporate philosophy, the Group will establish a system to execute its business legally and efficiently by building an internal control system in accordance with the following basic policy as a system to establish an organization, establish rules, communicate information, and monitor business execution appropriately.
The Company also reviews these basic policies in response to changes in the business environment and other factors to ensure the establishment and operation of an effective internal control system at all times.
(1) Systems to ensure that the execution of duties by directors and employees of the Group follow laws and regulations and the Articles of Incorporation, and systems to ensure the appropriateness of operations within the corporate group.
The Group shall establish various regulations, including the “Regulations of the Board of Directors,” and ensure that all directors and employees are fully aware of these regulations.
To conduct business activities in compliance with laws and regulations, the Articles of Incorporation, internal regulations, and general social norms, the Group shall establish a “Compliance Charter” as a code of conduct to ensure thorough awareness of compliance and establish and operate an effective system including monitoring.
In accordance with the “Compliance Regulations” and other relevant regulations, the Group shall establish the Compliance Committee as an organization to oversee the Group's compliance activities.
To establish, maintain, and manage the compliance system for the entire Group, the Compliance Committee shall inspect and maintain various compliance-related rules and regulations, and promote awareness of compliance throughout the Group through training and other means. Furthermore, the committee shall conduct periodic inspections and reviews of the rules and regulations in accordance with changes in laws and regulations and business activities and report these activities to the Board of Directors on a regular basis.
The Group should operate an internal reporting system to improve self-cleansing against illegal or improper acts.
The Group shall establish an Internal Audit Office, which shall audit the entire Group, including subsidiaries, from an independent standpoint, while collaborating with the Company's Audit Committee and accounting auditors. The Internal Audit Office shall also report to the Company's Representative Director and the Board of Directors from time to time or on a regular basis on the status of audits and matters detected.
The Company's group shall severe all relationships with antisocial forces and shall take a firm stand against any unreasonable demands, etc., if received.
(2) System for the storage and management of information related to the execution of duties by directors of the Company and the reporting of matters related to the execution of duties by directors and employees of Group companies.
In accordance with the “Document Management Regulations,” etc., the Company shall record, store, and manage various minutes and information related to the execution of duties by Directors in documents.
The Company's directors, Audit Committee, and Internal Audit Office may inspect these documents as necessary.
In accordance with the “Affiliated Company Management Regulations” and other relevant regulations, important management decisions at group companies shall be reported to and resolved at meetings of the Board of Directors of the Company.
(3) Regulations and other systems for managing the risk of loss of the Group
In accordance with the “Risk Management Regulations,” the Group shall establish the Risk Management Committee as an organization to oversee the Group's risk management activities.
The Risk Management Committee shall systematically identify and evaluate the risks of the entire Group and formulate and implement countermeasures against such risks. Furthermore, the committee shall conduct periodic inspections and review countermeasures in response to changes in circumstances and report these activities to the Board of Directors on a regular basis.
(4) System to ensure the efficient execution of duties by the Group's directors
The Company shall hold a meeting of the Board of Directors once a month, and other meetings as necessary. Important matters shall be deliberated in advance.
In accordance with the “Regulations on Division of Duties” and “Regulations on Administrative Authority,” etc., the heads of divisions of the Company Group shall execute their duties within the scope and authority of their responsibilities.
(5) Matters concerning the system regarding employees who are requested by the Audit Committee of the Company to assist with its duties, matters concerning the independence of such employees from Directors, and matters concerning the securing of the effectiveness of instructions given to such employees.
In accordance with a request from the Audit Committee of the Company, the Company shall establish an organization to assist the Audit Committee of the Company and assign employees to assist the Audit Committee of the Company. The Company's Audit Committee may order such employees to perform matters necessary for audit duties. Such employees who are ordered by the Audit Committee of the Company to perform audit duties shall not be subject to the direction or orders of the Company's Directors (excluding Directors who are members of the Audit Committee), etc., with respect to such orders.
Directors of the Company (excluding Directors who are members of the Audit Committee) and the Personnel Division should ensure that other employees are informed that such employees are subject to the instructions and orders of the Audit Committee of the Company and should ensure that such employees have the necessary time to assist the Audit Committee of the Company in performing its duties.
To ensure the independence of such employees from directors other than members of the Company's Audit Committee and the effectiveness of the Audit Committee's instructions, decisions regarding the appointment, transfer, evaluation, and other personnel matters concerning the duties of the Company's Audit Committee and Audit Committee members require the consent of the Company's Audit Committee.
(6) Systems for reporting to the Company's Audit Committee by the Company's Directors (excluding Directors who are members of the Audit Committee) and employees, and systems for reporting to the Audit Committee by Group Company Directors, Corporate Auditors, persons in charge of execution of duties, or persons who receive reports from these people.
Directors (excluding Directors who are members of the Audit Committee) and employees of the Company and Directors, Audit & Supervisory Board Members, and persons or persons involved in the execution of duties of the Group companies shall report the status of execution of their duties through attendance of the Audit & Supervisory Board Members at the Board of Directors meetings and other important meetings, and other necessary and important matters shall also be promptly reported.
Directors and employees of the Company, as well as directors, corporate auditors, persons in charge of the execution of their duties, or any of them, of Group companies shall promptly make appropriate reports when requested by the Audit Committee of the Company to report on matters concerning the execution of their duties.
Whenever any director or employee of the Company, or any director, corporate auditor, or person or persons involved in the execution of duties of the Group companies becomes aware of any serious violation of laws, regulations, or the Articles of Incorporation, any improper act, or any fact that may cause significant damage to the Group, he/she shall promptly report such fact to the Company's Audit and Supervisory Committee.
(7) System to ensure that a person who reports to the Company's Audit Committee is not subject to any disadvantageous treatment based on such a report.
Directors (excluding Directors who are members of the Audit Committee) and employees of the Company, as well as Directors, Corporate Auditors, and persons or persons in charge of the execution of duties of Group companies, shall be prohibited from any disadvantageous treatment of a person who reports to the Audit Committee of the Company by reason of such person's having made such a report.
(8) Matters concerning procedures for prepayment or reimbursement of expenses incurred in the execution of duties by Audit and Supervisory Committee members and other policies concerning the treatment of expenses or liabilities incurred in the execution of such duties, and other systems to ensure the effective execution of audits by the Audit and Supervisory Committee of the Company
Expenses incurred in the execution of duties by the Company's Audit Committee shall be borne by the Company. Such expenses shall be handled in accordance with predetermined procedures.
To ensure that the audits of the Company's Audit Committee are conducted effectively, the Audit Committee of the Company shall hold regular meetings with the President of the Company, the Internal Audit Office, and the Independent Auditor, respectively, to exchange opinions. In addition, attendance of the Company's Audit Committee members at various meetings should be ensured.
(2) Basic Policy and Status of Improvement for Elimination of Antisocial Forces
We take a firm stand against antisocial forces that threaten social order and safety and have no relationship with them. We have established a system to check new business partners in advance, stipulate clauses in contracts, etc. to exclude antisocial forces, and cooperate with external specialized agencies such as the police and lawyers in case we receive unjustified demands from antisocial forces.
Board Member
Director
President and Representative Director
Tsuyoshi Matsushita
-
Apr.1989
Joined Nippondenso Corporation (currently Denso Corporation)
-
May.1992
Joined Yamahisa Corporation.
-
Jun.1994
Auto Service Blaze established.
-
Jan.1996
Established MTG Blaze Inc. (now MTG Blaze Inc.) Appointed Representative Director and President(to present)
-
Nov.2018
Establishment of Tsubaki of Gotō, Inc. as Representative Director
Significant Positions Held Concurrently
No significant concurrent positions
Director CFO
Akihiko Tajima
-
Mar.1988
Joined JEC Corporation Daiichi Education Center
-
Nov.1996
Appointed Director and General Manager of Accounting Dept.
-
Apr.1999
Appointed Director, General Manager of Accounting Division and General Manager of Finance Department of Gakuikusha Corporation (currently Withas Corporation)
-
Apr.2005
Director, General Manager of Business Administration Division, Withas Corporation
-
Oct.2005
Appointed Director of Ken Millennium K.K.
-
Mar.2006
Appointed as Director of Re-Tech Corporation
-
Dec.2009
Joined Kakuyasu Corporation, Executive Officer and General Manager of Finance & Accounting Dept.
-
Apr.2010
Appointed as Director of the above company
-
Apr.2011
Appointed Managing Director of the above company
-
June2016
Appointed Representative Director and Vice President of the Company
-
Oct.2020
Appointed Executive Vice President and Representative Director of Kakuyasu Group Inc.
-
June2022
Appointed President and Representative Director of the above company
Significant Positions Held Concurrently
No significant concurrent positions
Board Member
Yusuke Inoue
-
Mar.1987
Joined Grand Whisky Corporation (now Grandware Corporation)
-
Jun.1989
Established Presto Corporation, assumed post of Director
-
May1994
Established Plex Corporation (currently Phoenix Corporation) and assumed post of Representative Director
-
Aug.1998
Established Japan Trade Ocean Corporation (now SURGIC Corporation) and assumed the position of Representative Director
-
Aug.1998
Appointed Representative Director of Presto Co.
-
Apr.2011
Established andlive Inc. (currently MTG Professional Inc.) Appointed Representative Director(to present)
-
Jan.2014
Joined the Company, assumed post of Executive Officer
-
Dec.2015
Appointed Director of the Company (to present)
-
Sep.2020
Appointed Director, MTG FORMAVITA Corporation (to present)
-
Aug.2021
Appointed Representative Director of MTG Mediservices, Inc.
●In charge of Professional Business and BEAUTY STORE Business Division, General Manager of Professional
Business Division
Significant Positions Held Concurrently
Representative Director, MTG Professional Corporation
Director, MTG FORMAVITA Corporation
Director (Outside)
Takeshi Kuroda
-
Apr.1989
Joined Toyota Motor Corporation
-
Jul.2000
Established Netoff Corporation (currently Linnet Japan Group Inc.) Appointed Representative Director(to present)
-
Mar.2013
Appointed Representative Director of Linnet Japan K.K. (currently Linnet Japan Recycle K.K. established)(to present)
-
Aug.2020
Appointed Representative Director of Linnet Japan Social Care K.K. (to present)
-
Nov.2020
Established Netoff, Inc. Appointed Representative Director (to present)
-
Jul.2022
Established Lynet Japan Global Staff Corporation Appointed Representative Director(to present)
-
Apr.2023
Appointed Director of Anispi Holdings, Inc.
Significant Positions Held Concurrently
Representative Director and Group CEO, Renet Japan Group K.K.
Representative Director and Chairman, Renet Japan Recycle K.K.
Representative Director and Chairman, Netoff K.K.
Director, Renet Japan Social Care K.K.
Director, Anispi Holdings, Inc.
Director, Renet Japan(Cambodia)HR Co., Ltd.
Representative Director, Renet Japan Global Staff Co.
Director, Audit Committee Member
Norio Hasegawa
-
Apr.1986
Joined INAX Corporation (currently LIXIL Corporation)
-
Jan.2001
General Manager, Intellectual Property Office, Technology Management Dept.
-
Mar.2011
Senior Manager, Intellectual Property Management Office, Legal Department, LIXIL Corporation
-
Jan.2013
Joined the Company
-
Apr.2017
Executive Officer and General Manager of Intellectual Property and Legal Division Headquarters of the Company
-
Dec.2017
Appointed as Director of the Company
-
Jan.2022
Executive Officer, General Manager of Intellectual Property Division
-
Mar.2025
Appointed Director of the Company (Full-time Audit Committee Member) (to present)
Significant Positions Held Concurrently
There are no significant concurrent positions.
Director (Outside) Audit & Supervisory Committee Member
Munehiro Ishida
-
Dec.2007
Registered as an attorney (Tokyo Bar Association)
-
Dec.2007
Joined Miyakezaka Sogo Law Office
-
Jan.2017
Appointed Partner, Miyakezaka Sogo Law Office (current position)
-
Jun.2017
Appointed Auditor of Copa Corporation, Inc.
-
May2020
Appointed as Supervisory Director of B-Lot REIT, Inc.
-
Aug.2023
Appointed Auditor, Rehab for JAPAN Inc.
-
Dec.2023
Appointed Outside Director (Member of the Audit Committee) of the Company (to present)
-
Jan.2024
Appointed Auditor of ALC Corporation (to present)
-
May.2024
Appointed Auditor of Toen Co.
Significant Positions Held Concurrently
Partner, Miyakezaka Sogo Law Office
Corporate Auditor, Rehab for JAPAN, Inc.
External Corporate Auditor of ALC Corporation
External Corporate Auditor of Toen Co.
Director (Outside) Audit Committee Member
Ako Iida
-
Apr.2011
Joined KPMG AZUSA LLC
-
Aug.2014
Registered as a Certified Public Accountant
-
Jan.2022
Representative of Ako Iida Certified Public Accountant Office (present post)
-
Apr.2024
Appointed outside director of CASA Corporation (to present)
-
Mar.2025
Appointed Outside Director (Audit Committee Member) of the Company (to present)
Significant Positions Held Concurrently
Representative of Ako Iida Certified Public Accountant Office
External Director of CASA Corporation
Skill matrix for each director and each audit committee member
| Name | Position | Corporate Management, Corporate Strategy |
Development, Technology, IT |
Sales and Marketing | Internationalization & Diversity | Finance, Accounting, Capital Markets |
Legal, Risk Management |
|---|---|---|---|---|---|---|---|
| Tsuyoshi Matsushita | President and Representative Director | ○ | ○ | ○ | |||
| Akihiko Tajima | Director CFO | ○ | ○ | ○ | |||
| Yusuke Inoue | Director | ○ | ○ | ||||
| Takeshi Kuroda | Director (Outside) | ○ | ○ | ○ | |||
| Norio Hasegawa | Director Audit Committee Member |
○ | ○ | ○ | |||
| Munehiro Ishida | Director (Outside) Audit Committee Member |
○ | ○ | ||||
| Ako Iida | Director (Outside) Audit Committee Member |
○ | ○ | ○ |
1. circle up to 3 main “skills expected to be demonstrated”.
2. "Governance" is not listed because it is required by all directors.
Executive compensation plan, etc.
Matters pertaining to the policy for determining the amount of remuneration, etc. for directors and corporate auditors or the method for calculating the amount of remuneration, etc.
The Company has established the following policy for determining executive compensation by the Board of Directors, after deliberation and report by the Nomination and Compensation Committee.
1.Basic Philosophy.
We will conduct corporate activities to realize our corporate philosophy "One Shines, We Shine. All Shines".
The "One" in "One Shines" refers to each individual employee, and we place importance on each employee having a dream and leading a bright, positive, and wonderful life. The "We" in "We Shine" refers to all employees, shareholders, customers, and partner companies. The "All" in "All Shines" refers to society, and we aim to contribute to the progress and development of human society and enrich the lives of people around the world with health, beauty, and prosperity, not to mention sustainable global environmental considerations.
To realize this corporate philosophy, our executive compensation system is intended to be a driving force for sustainable business growth by promoting the active challenge of executives and the improvement of corporate governance.
2. policy for determining the amount of remuneration, including basic remuneration.
The level of executive compensation is set based on the basic philosophy of executive compensation and the roles and responsibilities of each director in the management of the Company. The Nomination and Compensation Committee verifies the appropriateness of the compensation levels after analyzing the Company's business environment and compensation market data (compensation levels of companies in the same size group as the Company) obtained from an external research organization.
To promote shared awareness among all stakeholders in the Company and to create a remuneration system that is well-balanced and oriented towards improving short-term and medium- to long-term business performance, the remuneration of directors (excluding outside directors and directors who are members of audit committee) consists of base remuneration, performance-linked bonuses, and stock-based compensation.
For outside directors and audit committee members, only base remuneration is paid in consideration of their role in management supervision and their independence.
No retirement benefits will be paid to directors.
＜Basic compensation＞
Basic remuneration shall be set at a level appropriate to the director's position, scope of control, and duties, and shall be reviewed as appropriate in the event of any changes in these factors or changes in the external environment.
Base compensation is paid monthly in cash.
＜Performance-linked bonus＞
Performance-linked bonuses are positioned as short-term incentives and are determined in a manner that considers the degree to which the Group's consolidated sales and profits for a single fiscal year have been achieved according to plan and the performance of the executives range from 0% (not paid) to 200% of the median variable compensation.
Performance-linked bonuses are paid monthly in cash.
＜Stock compensation＞
Stock-based compensation is paid in the form of restricted stock (Restricted Stock), a fixed percentage of total compensation, as a long-term incentive to continuously improve the Company's performance and corporate value over the medium-too long term and to promote the sharing of value from the same perspective as shareholders.
3.Process for determining compensation.
The Nomination and Compensation Committee, chaired by an outside director (independent director) and comprised of most outside directors and executive officers, deliberates and reports to the Board of Directors, which then respects the report and adopts a resolution.
Based on this compensation determination policy, the Nomination and Compensation Committee shall review the executive compensation system every fiscal year and verify the appropriateness of the ratio and calculation method of base compensation, performance-linked bonuses and stock compensation, considering market trends and other factors.
Similarly, the remuneration of directors for each fiscal year shall be determined by the Board of Directors based on the specific remuneration system and indicators designed in accordance with the Remuneration Determination Policy, after deliberation and report by the Nomination and Remuneration Committee. The Nomination and Compensation Committee shall conduct the performance evaluation, qualitative evaluation, etc. necessary for the calculation of performance-linked bonuses for directors.
Limits on Remuneration for Directors and Corporate Auditors
The maximum amount of remuneration for Directors and Corporate Auditors as per the resolution of the Extraordinary General Meeting of Shareholders of the Company held on March 24, 2017, is limited to 500 million yen per year for Directors (excluding members of the Audit Committee) and 100 million yen per year for Members of the Board of Directors (Audit Committee Members). In addition, at the Ordinary General Meeting of Shareholders held on December 22, 2022, it was stipulated that restricted transfer stock compensation (annual amount not exceeding 50 million yen, total number of shares to be granted: 50,000 shares per year) shall be granted to directors (excluding directors who are members of audit committee and outside directors) for a period between 3 and 50 years as determined by the Board of Directors of the Company. The Company has established the following as the restricted stock compensation (annual amount not exceeding 50-million-yen, total number of shares to be granted: 50,000 shares per year) for a period of 3 to 50 years to be determined by the Board of Directors.
Remuneration, etc. of Directors and Corporate Auditors
1. total amount of remuneration, etc. by director classification, total amount of remuneration, etc. by type of remuneration, etc., and number of directors subject to remuneration, etc.
| Executive Classification | Total amount of compensation, etc. (Millions of yen) | Total amount of compensation by type (Millions of yen) | Number of eligible officers (persons) | |||
|---|---|---|---|---|---|---|
| basic remuneration | performance-linked remuneration | lump-sum payment for retirement benefits | Non-monetary compensation, etc. | |||
| Directors (excluding audit committee members and outside directors) | 92 | 92 | - | - | 0 | 6 |
| Directors (Audit Committee Members) (excluding outside directors) | - | - | - | - | - | - |
| External Directors and External Corporate Auditors | 28 | 28 | - | - | - | 6 |
1. The total amount of remuneration, etc. in the above table does not include 68-million-yen equivalent to remuneration for senior executive officers.
2. The amount of remuneration, etc. of directors does not include the amount of employee salaries of directors who concurrently serve as employees.
3. Non-monetary compensation consists of shares of the Company's stock, and the conditions of allotment are as described in "b. Policy on Determination of the Amount of Compensation, etc., Including Basic Compensation". Policy for Determining the Amount of Compensation, etc., Including Basic Compensation". In addition, at the Ordinary General Meeting of Shareholders held on December 22, 2022, a resolution was passed to grant restricted stock compensation to directors (excluding directors who are members of the Audit Committee and outside directors) for a period of 3 to 50 years to be determined by the Company's Board of Directors (annual amount not exceeding 50 million yen, total number of shares to be granted: 50,000 shares per year). The Company's Board of Directors has resolved the following. The number of directors (excluding directors who are members of the Audit and Supervisory Committee and outside directors) as of the conclusion of the said General Meetings of Shareholders is five.
4. The maximum amount of remuneration for Directors (excluding Audit Committee members) was resolved at the Extraordinary General Meeting of Shareholders held on March 24, 2017, to be no more than 500 million yen per year. The number of directors as of the close of the said General Meetings of Shareholders is 6.
5. The maximum amount of remuneration for Directors (Audit & Supervisory Board Members) was resolved at the Extraordinary General Meeting of Shareholders held on March 24, 2017, to be no more than ¥100 million per year. The number of directors who are members of the Audit and Supervisory Committee as of the conclusion of the said General Meetings of Shareholders is three (3).
2.Total amount of consolidated remuneration, etc. for each director and corporate officer
Not stated because there are no people whose total amount of consolidated remuneration, etc. is 100 million yen or more.
3. Significant employee salaries of officers concurrently serving as employees
Not applicable.