NOVARESE INVESTOR RELATIONS SITE
Corporate Governance

Basic approach to corporate governance

NOVARESE, Inc. (the “Company”) believes that ensuring the soundness and transparency of management, realizing the prompt and appropriate disclosure of management information, and responding appropriately to changes in the business and social environment enable the establishment and enhancement of corporate governance, and maximize corporate value. We recognize this as essential to continue being a company that is trusted by all stakeholders, including shareholders. As concrete measures in accordance with this philosophy, we have established an Internal Audit Office to enhance the soundness of management, established various rules to ensure prompt and appropriate disclosure of management information and created a system for implementing them, and strive to ensure prompt execution of business by actively delegating authority and building a flexible organization, under a system with controls in place to drive adaptation to the business environment. The Group will also continue to provide intrinsically high-quality products and services, and create weddings, banquets, and restaurant services that satisfy customers, in accordance with its corporate philosophy of “Rock your life: We want to be a company that provides vitality to society.” To achieve this, each and every employee strives to continue to create new value based on the Guiding Principles and Charter of Corporate Conduct.

Corporate Governance System

NOVARESE is a company with corporate auditors, and has established a Board of Directors and Board of Corporate Auditors as corporate organs to make resolutions on, supervise, and audit execution of the Company’s main business operations.The reason why the Company has adopted the system is because the system ensures the soundness of its management by vesting the Board of Corporate Auditors with the function of monitoring the Board of Directors’ decision-making and business execution. The Company has also adopted a corporate officer system to conduct operations more efficiently.

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 )

Chairperson :
Hiroki Ogino,President & CEO
Members :
Terutoshi Masuyama,Director,Corporate Officer andGeneral Manager of Business Strategy Division
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 )

Chairperson :
Shigeru Yoshikawa, Full-time Corporate Auditor (Outside Auditor)
Members :
Tatsuji Hirachi, Corporate Auditor (Outside Auditor),Tomoyuki Tsujikado,Corporate Auditor (Outside Auditor)

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

The Group regularly reviews its systems and business processes through committees and other organizational bodies to ensure that everyone throughout the Group is fully aware of risk management and compliance.Specifically, we have established a Compliance Committee for the purpose of planning, implementing, and managing activities to raise awareness of compliance among staff, develop internal systems for the purpose of preventing violations of laws and regulations, and other overall compliance activities. We have developed a company-wide compliance system and endeavor to identify compliance-related problems, and have also established a system to report details to the President in the event of the discovery of an important compliance issue through internal audits by the Internal Audit Office.In the event that a staff member discovers a compliance-related problem, we have established a system to promptly report it to the department in charge or the whistleblowing hotline, determine measures to prevent repeat occurrences according to severity, and make the relevant measures thoroughly known among staff.

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

The Company discloses financial and non-financial information in compliance with the Financial Instruments and Exchange Act, other laws and regulations, and the Timely Disclosure Rules established by the Tokyo Stock Exchange (TSE), and proactively provides other information in addition to the information disclosed in accordance with laws and regulations. We carefully consider the impact on shareholders, investors, and other stakeholders, and endeavor to disclose information, including non-financial information, on our website as necessary. When disclosing information, we strive to use descriptions that are specific, accurate, and easily understandable, so that they are useful to users.

Directors and IR departments that manage dialogues with shareholders

The Company has established an investor relations (IR) system centered primarily on the General Business Strategy of the Administration Division, who is the director in charge of finance, and the Public Relations Office, which is the department in charge of IR. For shareholders and investors, in principle, we hold a financial results briefing at least once every half-year, with explanations from the President & CEO and the director in charge of finance.

Collaboration between internal related departments

The Company has established a timely disclosure system in coordination with each of its internal departments, and endeavors to disclose important information in a timely and appropriate manner. To encourage smooth dialogues with shareholders and investors, the Company holds a weekly meeting in which the heads of departments in charge of IR, general affairs, finance, accounting, legal affairs, etc. participate and coordinate organically by sharing information. We also exchange information with subsidiaries as appropriate in order to provide information accurately and fairly.

Enhancing methods of dialogue

In addition to semi-annual financial results briefings by the President & CEO and the department in charge of IR, the Company strives to provide opportunities for direct dialogue with shareholders and investors such as by holding individual interviews, small meetings, and facility tours, and participating in IR events for individual investors. We also work to enhance and continuously improve our website so that people can understand our business operations and initiatives, and make proactive efforts to provide information.

Feedback on shareholder opinions and concerns

The director in charge of finance reports the opinions and concerns of shareholders identified through dialogues to the President & CEO and related departments as necessary, and ultimately to the Board of Directors.

Officers

President & CEO
Hiroki Ogino
Career profile
2004
Joined NOVARESE, Inc.
2008
Promoted to division manager of Hamamatsu area
2009
Became division manager of Nagoya area
2010
Became division manager of Kamakura area
2014
Became division manager of Yokohama area
2016
Became President & CEO (current position)
Director,
Corporate Officer andGeneral Manager of
Business Strategy Division
Terutoshi Masuyama
Career profile
2002
Joined Nomura Securities Co., Ltd.
2009
Joined NOVARESE, Inc.
2010
General Manager of President’s Office
2015
Member of the Board and General Manager of Administration Division
2016
Director, Corporate Officer andGeneral Manager of Business Strategy Division (current position)
Director,
Corporate Officer and General Manager of
Sales Division
Yuya Kobayashi
Career profile
2003
Joined NOVARESE, Inc.
2006
General Manager, seconded to subsidiary in China
2016
Corporate Officer and Vice General Manager of Sales Division
2023
Director, Corporate Officer and General Manager of Sales Division (current position)
Director,
Corporate Officer and Vice General Manager of
Sales Division
Chizuko Sasaoka
Career profile
2003
Joined NOVARESE, Inc.
2006
General Manager, seconded to subsidiary in Korea
2017
Became Area Manager of the Sales Division
2021
Director of Timeless Inc.
2024
Director,Corporate Officer and Vice General Manager of Sales Division (current position)
Director of ANDYOU Inc.(concurrent)
Director(part-time)
Naohiko Ono
Outside director(part-time)
Mafumi Hashimoto
Outside director(part-time)
Kenji Hitoshi
Outside auditor(full-time)
Shigeru Yoshikawa
Outside auditor(part-time)
Tatsuji Hirachi
Outside auditor(part-time)
Tomoyuki Tsujikado
Corporate Officer, Vice General Manager of Sales Division and Head Chef
Kazuo Suzuki

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

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

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

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.
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.

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.
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.

Tomoyuki Tsujikado

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.
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.

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.