Basic Policy

Agilitee’s corporate philosophy is enshrined in our corporate principles. Through corporate activities rooted in the principle of honesty, transparency and integrity. Agilitee strives to continuously instil corporate values that inspire fairness and harness a good corporate structure. We be that if we empower the society financially through opportunities, materially through mentorship and spiritually through living and leading a purposeful life, we will become the light that this world needs and this will serve all our stakeholders, shareholders and our people as well.

In order to achieve all this, a strong corporate governance structure, strategy and policy are of paramount importance as this serves as a foundation to build an effective management style of the company and its resources.

 

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Basic Policy for Corporate Governance

1. Ensuring shareholder rights and neutrality:

So as to substantively ensure the rights of our shareholders, Agilitee adopts only appropriate measures in accordance with the laws and other regulations, and give due consideration to foreign and minority shareholders, thus creating an environment in which all shareholders can properly exercise their rights equally.

2. Cooperation of stakeholders other than shareholders:

In order to achieve sustainable growth and increase corporate value over long-term, we know that the Company must be strongly aware of its corporate social responsibility and conduct management that is appropriate for our various stakeholders. To achieve this, we have adopted the corporate philosophy of “human-centred automation” to realize safety, comfort and fulfilment in people’s lives and contribute to the global environment. To this end, we have instituted a Business Conduct Policy and established a Code of Conduct to provide specific guidelines for all officers and employees of the Company. We have also set our SDGs (basic goals and targets) toward achieving the UN’s SDGs. With the SDGs as our new guidepost, we aim to connect the philosophy, Guiding Principles, code of conduct, and management strategy “in series” leading to a sustainable society and to realize a balance between resolving social issues and sustainable growth. As regards achieving diversity in human resources, we are actively working to promote the advancement of female employees based on the recognition that having diverse values within a company is essential when it comes to achieving sustainable growth.
With regard to the internal reporting system, we believe it is important to (a) encourage employees to use this system by dispelling any concerns that in so doing they might be put at a disadvantage, and (b) ensure that the information thus conveyed is used appropriately. We have therefore established a user-friendly reporting & consultation system—the CSR Hotline—which ensures that the information received is reported to the CEO, Audit & Board of directors.

3. Ensuring appropriate disclosure of information and transparency:

We are committed to disclosing information that will ensure honesty and transparency in decision-making and result in effective corporate governance. Specifically, we believe it is important that all stakeholders have a clear idea of financial information (the company’s financial condition, business results, etc.), non-financial information (management strategy, management plans, key issues, etc.), and other information (risks, governance, etc.). Therefore, in addition to the information that we are legally obliged to disclose, we strive to publish additional information. For example, we disclose such information as the way in which candidates for the Board are elected and the policy for deciding the directors’ remuneration. Going forwards, we will continually strive to provide more information to stakeholders and to ensure transparency. To ensure correct auditing by external auditors, the company provides adequate time for audits, and conducts regular interviews between external auditors, chief operation officer and director in charge of financial affairs. We also take such measures as implementing a quarterly report meeting attended by the accounting auditors, the Audit & the Board and the internal audit department.

4. Responsibilities of the Board of Directors:

The fundamental mission of the Board of Directors is to realize sustainable corporate growth while enhancing enterprise value over long-term. As set forth in the Board Rules, important items for deliberation include our basic management strategy and plans; we reach appropriate management decisions through free, open-minded and constructive discussions. In addition, to ensure honesty and transparency in management, we implement timely disclosure, an internal control system and a risk management system. At the same time, there is a regular exchange of opinions between the Audit & the Board and the internal auditing department, allowing audits to be conducted properly and facilitating the expression of views on management.
We recognize the important role played by independent outside directors in ensuring that the Board of Directors fulfils its role and responsibilities. We have therefore appointed three independent outside directors with extensive experience and professional knowledge regarding corporate management and supervision. Drawing on their various fields of expertise and experience, these independent outside directors are fulfilling their responsibilities in a broad range of matters, advising on how to enhance enterprise value and overseeing management. In addition, so that the Board of Directors may effectively fulfil its role, as well as ensuring transparency and objectivity, we see it as important to promote diversity when appointing directors and Audit & Supervisory Board members; we thus take into consideration the overall balance of expertise and experience within the Board.
We established the skills expected of the Directors with respect to the realization of the Company’s medium-term plan and other management strategies, and confirmed the independence, diversity, and expected skills of the current entire Board of Directors.
Regarding the planning for future appointments to management, the Nomination and Compensation Committee – the majority of whose members are independent outside directors – serves in an advisory role to the Board of Directors. The Committee deliberates matters relating to the preparation and selection of candidates, and keeps records of the course of these deliberations and the results. This ensures that the planning process for new appointments is impartial and objective. The Chairperson of the Nomination and Remuneration Committee, who is an independent outside director, duly reports on these deliberations to the Board of Directors. This systematic approach ensures that the Board is actively involved in the planning for new appointments, and that sufficient time and resources are allotted to the preparation of candidates.

As of February 18, 2022, there are nine members of the Board, with outside directors making up one third of the total. Women are represented, making the Board truly diverse.

5. Dialogue with shareholders:

In addition to fulfilling corporate accountability, we strive to develop means and initiatives to promote a constructive dialogue with shareholders and investors in order to contribute to sustainable growth and the enhancement of enterprise value over the medium to long-term. As regards the publishing of management strategy and plans, we disclose basic policies such as our profit plan, and we strive to provide clear explanations of the qualitative and quantitative targets (sales figures, operating income, ROE, etc.) in the medium-term plan and others, as well as how our strategy is designed to achieve those targets.

6. Overview of corporate governance system and reasons for adopting the system:

The Board of Directors makes decisions on basic operational policy, legal issues, and other important matters, and oversees the status of business execution. Functional separation between the Executive Officers and the Board of Directors enables swift business execution and strengthens the oversight of execution. The Board of Directors is convened monthly in principle. As to Executive Officers, the management meetings which Executive Officers with titles and representatives of the Audit & the Board Members attend are held twice a month as part of ongoing initiatives to strengthen business operations through prompt decision making and strict execution.

In addition to working diligently to enhance the Company’s corporate value through appropriate oversight and advice during the decision-making process at Board of Directors meetings, these Independent Outside Directors regularly exchange opinions with the Group CEO. Moreover, upon collecting the self-evaluations and opinions on the effectiveness of the Board of Directors from the Directors and Audit & Supervisory Board Members each year, current evaluations and issues are shared at Board of Directors meetings as we pursue further increase of the effectiveness of the Board of Directors.
Additionally, the Company has established the Nomination and Remuneration Committee, an optional committee that serves as an advisory body to the Board of Directors. The committee’s goal is to ensure a higher level of fairness, objectivity, and transparency in the determination process of the nomination and remuneration of officers, to contribute to the Company’s enduring development and increasing medium- to long-term profitability and productivity. The committee deliberates not only the selection of Director candidates, Representative Director candidates, candidates for Group CEO, candidates for Chairperson of the Board, candidates for Directors who also serve as Executive Officers, the executive remuneration system, the remuneration plan, basic remuneration based on the executive remuneration system, individual performance evaluations, progress evaluation of qualitative targets, individual bonus amount, and amendments to the Director remuneration framework, but also the dismissal of Group CEOs, Directors, Managing Executive Officers, and Directors who also serve as Executive Officers, as well as items related to the development of successors.