Artner Co., Ltd. (“the Company”) hereby notifies that on March 14, 2025, the Board of Directors unofficially decided on Board Member changes as follows and resolved to submit this matter at the 63rd Ordinary General Meeting of Shareholders scheduled to be held on April 24, 2025. In addition, we hereby notify you that on the same day, the Board decided on the introduction of an executive officer system and unofficially decided on Executive Officers, as follows.
Our new Medium-Term Business Plan (2025–2029) started in the fiscal year ending January 31, 2026. Under its basic policy of “Build a foundation for sustainable and next-generation growth” and “Make Value for 2025 to 2029,” we will revamp the management structure to lay the foundation for realizing our vision for 2030, aiming to “become a group of engineers providing the greatest added value in the engineer dispatching industry” and “evolve into a comprehensive technical service company.”
1. Board Member changes
(1) Candidates for directors who are not members of the Audit and Supervisory Committee| Name | New or Reappointment | Current Managerial Position | Responsibilities |
|---|---|---|---|
| SEKIGUCHI Sozo | Reappointment | President and CEO | Head of the Corporate Planning and Strategy Division; Head of the Engineer Business Division |
| HARIGAE Tomonori | Reappointment | Director | Head of the Management Division; Head of the Engineer Agency Business Division |
| OKUSAKA Kazuya | Reappointment | Director | Head of the Technology Development Division |
(2) Candidates for directors who are members of the Audit and Supervisory Committee
| Name | New or Reappointment | Current Managerial Position |
|---|---|---|
| NOMURA Ryuichiro | Reappointment | Outside Director and member of the Audit and Supervisory Committee/td> |
| TERAMURA Yasuhiko | Reappointment | Outside Director and member of the Audit and Supervisory Committee |
| MORII Shinichiro | Reappointment | Outside Director and member of the Audit and Supervisory Committee |
1. Messrs. Nomura, Teramura, and Morii are candidates for Outside Directors.
2. The Company has designated Messrs. Nomura, Teramura, and Morii as Independent Directors as defined by the Tokyo Stock Exchange and has submitted notification of the designation to the same Exchange. They are expected to remain as Independent Directors if their elections are approved.
(3) Directors who are not members of the Audit and Supervisory Committee who are scheduled to resign
| Name | Current Managerial Position |
|---|---|
| SATO So | Director |
| EGAMI Yoji | Director |
2. Introduction of the executive officer system
(1) Purpose of introducing the executive officer system
The executive officer system will be introduced for the purpose of establishing a structure that can respond swiftly and appropriately to changes and challenges facing the Company’s business environment, and completely separating the decision-making and supervisory functions of management.
(2) Overview of the executive officer system
(i) Executive Officers will have an employment relationship with the Company.
(ii) The appointment and dismissal of Executive Officers will be determined by a resolution of the Board of Directors.
(iii) The term of office for Executive Officers will be one year, and their reappointment will not be precluded.
(iv) Executive Officers will be delegated authority to execute duties based on management policies determined by the Board of Directors and will execute their duties under the supervision of the Board.
(3) Scheduled date for the introduction of the executive officer system
May 1, 2025
| Name | Managerial Position | Responsibilities |
|---|---|---|
| KUDO Yasushi | Executive Officer | Head of the Engineer Business Division | FUJISHIMA Masahiko | Executive Officer | Head of the Engineer Agency Business Division | WADA Rei | Executive Officer | Head of the Technology Development Division | FUJIOKA Ryo | Executive Officer | Head of the Corporate Planning and Strategy Division | ABEYAMA Takashi | Executive Officer | Head of the Management Division |
