Basic Philosophy regarding Corporate Governance

 In the digital-related market surrounding the Group, contents and services are diversifying rapidly, backed by breakthroughs in the Internet environment and the proliferation of smart devices, among other factors. On the other hand, given a chronic shortage of IT workers to support development and operation, we believe that earnings opportunities for our Group, which provides support services including software development, testing, and promotion, will continue to increase in the future.

 In this environment, the Group positions the era starting from 2017 as the second inaugural period and is drastically changing its management system, etc. Aiming to be the Asia’s top “comprehensive test solution company,” we are striving to further improve our competitive edge, mainly in debugging services in our major business, entertainment. In the enterprise business, which we position as a growth field, we are seeking business expansion mainly in system testing services to cultivate it as our secondary source of revenue.

 We aim to further enhance company value by undertaking company activities that earn the trust of our stakeholders—including shareholders, customers, business partners, employees, and the local community. To achieve this, from the position of overseeing Group management, we develop Group management policies and management strategies in the second inaugural period, allocate resources, and provide management guidance at subsidiaries and the like that are operating companies. In this way, we comply with laws and social norms, and will continue to ensure management transparency and promote management efficiency.

Establishing a Code of Conduct

 We have established a Compliance Committee comprising directors and auditors as well as the presidents and officers of the Group companies with the objective of building a structure and culture to prevent fraudulent and illegal acts throughout the Group by setting the Group Compliance Guidelines to instill corporate ethics and a law-abiding spirit in the Group. The Committee has taken up a broad range of issues in accordance with the characteristics of the Group’s business, and based on the opinions we heard in advance from external professional experts (on law, tax, labor, etc.), we are striving to strengthen the compliance system.

Organs of the Company

Board of Directors

 The Board of Directors of the Company consists of five directors (including two outside directors) and holds a regular meeting one a month, in principle, and an extraordinary meeting as needed. At the meetings of the Board of Directors, the directors deliberate and adopt a resolution on important matters related to those listed below.

(1) Matters related to the general meetings of shareholders
(2) Matters related to the settlement of accounts
(3) Matters related to officers
(4) Matters related to shares and corporate bonds
(5) Matters related to the dividend of surplus
(6) Matters related to important human affairs
(7) Matters related to the execution of important businesses
(8) Matters related to subsidiaries
(9) Matters related to the establishment, revision and abolition of important rules and regulations
(10) Other matters that require a resolution of the Board of Directors pursuant to the Articles of Incorporation and the company rules and regulations.

Nominating and Remuneration Committee

 The Nominating and Remuneration Committee consists of outside directors who form the majority of its members to ensure the fairness and objectivity of its decision-making on the nomination and remuneration, etc. of the directors, auditors and executive officers of the Company and its major subsidiaries and to strengthen the corporate governance function of the Group as an advisory organ of the Board of Directors. The committee submits opinions on the nomination and remuneration, etc. of the directors, auditors and executive officers to the Board of Directors.

Group Compliance Committee

 The Company has established a Compliance Committee comprising directors, auditors and executive officers as well as the presidents of the Group companies, etc. with the objective of building a structure and culture to prevent fraudulent and illegal acts throughout the Group by setting the Group Compliance Guidelines to infiltrate corporate ethics and a law-abiding spirit into the Group. The Committee has taken up a broad range of issues in accordance with the characteristics of the Group’s business, and based on the opinions we heard in advance from external professional experts (on law, tax, labor, etc.), we are striving to strengthen the compliance system.

Internal Audits

 In the Company, two internal auditors who belong to the Internal Audit Office under the direct control of the president conduct internal audits from the standpoint of effectiveness and efficiency of Group business activities in cooperation with auditors and the accounting auditor. The internal auditors conduct audits of the entire Group based on an annual plan in conformity to the company rules and regulations concerning internal audits.

 Audit results are reported directly to the president, and specific improvement guidance is given to the audited departments and divisions based on the audit results. Additionally, the status of progress will be verified and analyzed and improvement guidance will be conducted when needed.

 In addition, maintenance of internal control systems related to financial reporting as well as evaluation of their operations will be conducted based on the internal governance reporting system.

Audits by Auditors

 The Company conducts audits by auditors in a systematic and planned manner by establishing the Audit & Supervisory Board, and the audits by auditors are carried out effectively and efficiently in cooperation with internal auditors and the accounting auditor.

 The Audit & Supervisory Board of the Company consists of four auditors (including two outside auditors) and meet once a month, in principle. The auditors conduct audits mainly on the legality of the execution of duties by the directors based on related laws and regulations, rules set forth by the Audit & Supervisory Board and the results of discussions at the Audit & Supervisory Board meetings by utilizing their past accounting experience in the Group, perception regarding the accounting as a certified public accountant and their knowledge, etc. on finance cultivated through their work at financial institutions.

 They also conduct audits to see whether business is executed in compliance with laws, regulations, the Articles of Incorporation and the company rules and regulations, etc. through their attendance at the Board of Directors meetings and other important meeting bodies.

Corporate Governance Structure

Corporate Governance structure