Basic approach to corporate governance
Corporate Governance System
The Board of Directors
The Board of Directors consists of seven directors (including two outside directors).The Board of Directors meets regularly once a month, and irregularly as needed, attended by seven directors and three corporate auditors. The Board of Directors supervises the execution of business and makes decisions regarding management policies, etc., makes resolutions on important management-related matters, confirms and reports on the progress of operations, in accordance with laws and regulations, the Company’s Articles of Incorporation, and the Board of Directors Regulations.
( Names, etc. of members of the Board of Directors )
Yuya Kobayashi,Director, Corporate Officer and General Manager of Sales Division
Chizuko Sasaoka,Director,Corporate Officer and Vice General Manager of Sales Division
Naohiko Ono,Director
Mafumi Hashimoto,Outside director
Kenji Hitoshi,Outside director
The Board of Corporate Auditors
The Board of Corporate Auditors consists of three outside auditors, who work to ensure and enhance the soundness and transparency of management. The Board of Corporate Auditors meets regularly once a month, and irregularly as needed. The Board of Corporate Auditors makes necessary resolutions on issues such as audit policies / plans and preparation of audit reports, gives reports on audit results, and exchanges opinions, etc.
( Names, etc. of members of the Board of Corporate Auditors )
Internal Audit Office
The Internal Audit Office has been established as an independent body with a dedicated staff composed of one manager and one person in charge, which reports directly to the President & CEO.The Internal Audit Office conducts on-site audits of all departments at least once every year.In its audits, it examines the validity of the business policies and procedures of each department from the perspectives of the Company’s management policy, internal rules regarding division of duties and administrative authority and compliance.In the event that issues are identified by an internal audit, the Office shall report to the President & CEO, issue recommendations to the target divisions and confirm the status of improvements.
Moreover, the Internal Audit Office and KPMG AZSA LLC work closely to ensure the effective implementation of internal audits.
Status of Accounting Audits
Regarding accounting audits, the Company has concluded an audit agreement with KPMG AZSA LLC and receives guidance and advice on important accounting issues as needed in addition to normal accounting audits.Accounting audits are performed by the following KPMG AZSA LLC certified public accountants who are assisted by nine certified public accountants and 15 other people.
Yasuhisa Yajima, designated limited liability partner and engagement partner
Toshinao Shimizu, designated limited liability partner and engagement partner
System for risk management and compliance
Management of personal information
The Group handles the personal information of many customers, including brides and grooms, in the course of conducting its business.To maintain this personal information and ensure its security, the Group has established a system that can prevent unauthorized access from the outside or intrusions by computer viruses, etc., and monitor and detect information leaks from the inside. We have also established a set of Basic Regulations on the Protection of Personal Information and procedural manuals, thoroughly educate personnel, and operate and manage internal information appropriately.
System for handling natural disasters and other force majeure
The Group has established an internal communication system to enable an agile and organized response in the event of unexpected events, including natural disasters such as earthquakes and tsunamis, disease outbreaks, epidemics or pandemics, and power or water outages.In the event of such occurrences, the Group will also establish a crisis management headquarters as necessary, to collect information on damage and give direct instructions and orders to each facility to ensure business continuity, or to resume and restore business operations as soon as possible.
Labor management system
To create a fulfilling work environment in which all staff members can work securely regardless of gender, age or nationality, the Company has established the basic human resource management policy of the pursuit of the maximization of staff members’ happiness and implements various measures,including a career flexibility system, paid leave that employees are obliged to take in full and extended childcare leave.
Health management system
The Group believes that hygiene management is a key focus area to prevent the occurrence of food poisoning and other such incidents.To address this issue, we obtain business permits from local public health centers based on the Food Sanitation Act, and assign food-sanitation managers to all wedding & banquet facilities. We also manage quality based on a food sanitation manual, formulated to prevent food poisoning and other such incidents, and rigorously manage employee hygiene through measures such as regular stool sample examinations and health checkups.We are also renovating facilities as appropriate to improve store operations and the state of hygiene management at each store.In addition, we ensure thorough hygiene management by conducting regular and irregular hygiene inspections through a third-party organization.
Establishment of a system and initiatives to promote constructive dialogue with shareholders
Basic stance on information disclosure
Directors and IR departments that manage dialogues with shareholders
Collaboration between internal related departments
Enhancing methods of dialogue
Feedback on shareholder opinions and concerns
Officers
Corporate Officer andGeneral Manager of
Business Strategy Division
Corporate Officer and General Manager of
Sales Division
Corporate Officer and Vice General Manager of
Sales Division
Director of ANDYOU Inc.(concurrent)
Policy on nomination of Directors and Corporate Auditors
Regarding the nomination of candidate Directors, the Company has established selection standards, including that candidates shall be people who can contribute to the development of not only the Company but the entire industry, have the ability to accurately understand problems in the division they will be in charge of and take appropriate steps to solve them and have a high level of insight in compliance and corporate ethics.
Regarding the nomination of Corporate Auditors, the Company has established selection standards, including that candidates shall be people who can contribute to the sound management of the Company and the continual improvement of its social credibility, implement audits from neutral and objective perspectives and have expertise knowledge and abundant experience in corporate management, financial matters, etc.
Policy on Director diversity
The Company has the basic principles of limiting the number of members of the Company’s Board of Directors to ten in accordance with its articles of incorporation and ensuring that the Board consists of the appropriate number of members necessary to secure the effective management system required of a business and substantive discussions at meetings of the Board. Regarding the selection of Directors, the Company makes decisions regarding their appointment giving due consideration to securing the diversity and expertise of the Board of Directors and comprehensively examining the balance of each job function.The Company believes that the Board is already diverse in terms of internationality because people with experience working abroad, knowledge and skills have been selected as Directors. From the viewpoint of diversity in terms of gender, however, it recognizes certain issues which will be a management issue going forward.
Reasons for election as candidates for Outside Director
Name | Independent Outside Directors |
Supplementary explanation of the relationship |
Reasons for appointment |
---|---|---|---|
Mafumi Hashimoto | ○ | ー |
The Company selected him to be an Outside Director as it expects that he will provide effective advice on all aspects of management from an independent standpoint as a person not from any company that has a capital relationship with the Company, given his considerable experience as corporate manager and officer and deep insight.Moreover, the Company designates him to be an independent director based on the judgment that he does not fall under the matters listed as creating the risk of a conflict of interest with general shareholders. |
Kenji Hitoshi |
○ | ー |
The Company selected him to be an Outside Director as it expects that he will provide effective advice on all aspects of management from an independent standpoint as a person not from any company that has a capital relationship with the Company, given his considerable experience as corporate manager and officer and deep insight.Moreover, the Company designates him to be an independent director based on the judgment that he does not fall under the matters listed as creating the risk of a conflict of interest with general shareholders. |
Reason for appointment as Outside Auditor
Name | Independent Outside Directors |
Supplementary explanation of the relationship |
Reasons for appointment |
---|---|---|---|
Shigeru Yoshikawa | ○ | ー |
The Company selected him to be Outside Auditor as it expects that he will be able to supervise the execution of business from an independent standpoint as a person not from any company which has a capital relationship with the Company, given his considerable experience as corporate manager and deep insight. |
Tatsuji Hirachi | ○ |
Mr. Tatsuji Hirachi, Outside Auditor, worked for two and half years for Polaris Capital Group Co., Ltd. (“Polaris Capital Group”), the operator of Polaris No. 3 Investment Limited Partnership that owns outstanding shares of the Company’s stock. Polaris Capital Group is not a direct shareholder of the Company, and Mr. Hirachi worked for Polaris Capital Group more than ten years ago. |
The Company selected him to be Outside Auditor as it expects that he will be able to supervise the execution of business from an independent standpoint as a person not from any company which has a capital relationship with the Company, knowledgeable in finance and legal affair as certified public accountant. |
Tomoyuki Tsujikado | ○ | ー |
The Company selected him to be Outside Auditor as it expects that he will be able to supervise the execution of business from an independent standpoint as a person not from any company which has a capital relationship with the Company, given that he is well versed in corporate financing and legal matters as a certified public accountant based on his extensive knowledge and insight into finance and accounting. |
Skills Matrix
Name | Current positions at the Company | Industry insight | Corporate management | Financial accounting, investor relations |
Legal affair, compliance |
Marketing, sales | Development and cultivation of human resources |
Development of stores, M&A activities |
||
---|---|---|---|---|---|---|---|---|---|---|
1 | Hiroki Ogino | CEO | Internal members | ◯ | ◯ | ◯ | ◯ | ◯ | ||
2 | Terutoshi Masuyama | Director | Internal members | ◯ | ◯ | ◯ | ◯ | ◯ | ||
3 | Yuya Kobayashi | Director | Internal members | ◯ | ◯ | ◯ | ◯ | |||
4 | Chizuko Sasaoka | Director | Internal members | ◯ | ◯ | ◯ | ||||
5 | Naohiko Ono | Director | Internal members | ◯ | ◯ | ◯ | ◯ | |||
6 | Mafumi Hashimoto | Director | Independent Outside members | ◯ | ◯ | ◯ | ||||
7 | Kenji Hitoshi | Director | Independent Outside members | ◯ | ◯ | ◯ | ||||
8 | Shigeru Yoshikawa | Auditor | Independent Outside members | ◯ | ◯ | ◯ | ||||
9 | Tatsuji Hirachi | Auditor | Independent Outside members | ◯ | ◯ | ◯ | ||||
10 | Tomoyuki Tsujikado | Auditor | Independent Outside members | ◯ | ◯ |
Policy on and outline of officer remuneration
Remuneration, etc. of Directors (excluding Outside Directors) of the Company comprises fixed remuneration and performance-linked remuneration (stock options), and remuneration of Outside Directors comprises only fixed remuneration.No policy on the determination or method of calculating the remuneration, etc. of the Company’s officers has been established.
It is the basic policy to determine each Director’s remuneration at an appropriate level depending on their job description and responsibilities.
Regarding the procedures of the Board of Directors for determining the remuneration of Directors, the authority for determining the content of individual Director’s remuneration is delegated to the President & CEO of the Company based on a resolution of the Board of Directors. The remuneration of each Director is determined in accordance with a policy resolved by the Board of Directors referring to the opinions of the Independent Outside Directors.