Basic Views
Artner’s No.1 business challenge is steadily improving shareholder value over the long term. So in addition to expanding our business and
ensuring profitability, we want to grow as a “technical partner” together with our client companies in various industries, as a collective of
engineers focused on developing more and more advanced levels of technical expertise. At the same time, with a constant awareness of what
society needs most, and a desire to create a demand for it, we strive for business efficiency and soundness to help in the sustainable
development of the Company.
At Artner, we are highly conscious of our social responsibility as a company, so in addition to strictly observing all applicable laws and
regulations, we strive to sustain and develop favorable relationships with shareholders, with our local community, with all of our client
companies, and with all employees.
We are committed to further strengthening our internal control and risk management efforts through the application of business
management systems (including internal control systems) to enable flexible adaptation to changes in the business environment. In this
way, we will constantly improve our business management. Artner also will promptly disclose relevant information both inside and outside
the Company and enhance business transparency.
Company Organization and Internal Control System
Overview of the Current Corporate Governance System
The Company has in place the Audit and Supervisory Committee, and has five Directors who are not members of the Audit and
Supervisory Committee and three Directors who are members of it.
Board of Directors
The Board of Directors is comprised of eight Directors,
five of whom are not members of the Audit and Supervisory
Committee and three who are members of the
Committee.
The Board meets twice a month: at a mid-month
business report board meeting, the members
deliberate on the Company’s monthly business
performance; and at a regular month-end board
meeting, they deliberate and decide on matters
relating to the Company’s management plan, as
well as significant matters relating to day-do-day
business operations.
Compliance and
Risk Management Meeting
The Company convenes Compliance and Risk Management
Meetings once a month, attended by the President
and CEO and other Directors who are not members of
the Audit and Supervisory Committee, Directors who
are members of the Committee, and division and
department heads.
In these meetings, members discuss policies and
actions to ensure that all officers and employees of
the Company abide by laws and the Company’s
Articles of Incorporation, and draw up the Risk
Management Guidelines.
Sustainability Committee
The Company convenes the Sustainability Committee
four times a year, attended by the President and CEO
and other Directors who are not members of the Audit
and Supervisory Committee, Directors who are members
of the Committee, and division and department
heads.
The members hold discussions to promote and
manage the progress of issues and initiatives
related to sustainability.
Audit and Supervisory Committee
The Audit and Supervisory Committee is comprised of
three Outside Directors and meets twice a month.
Directors who are members of the Committee also
attend board meetings and other important internal
meetings. The Committee provides impartial and
independent oversight of the Company’s corporate
management, based on the audit standards as well
as the audit policy and plans established by the
Committee.
Nomination and
Remuneration Committee
The Nomination and Remuneration Committee, chaired
by a member of the Audit and Supervisory Committee,
is composed of four members including the President
and CEO and three members of the Audit and Supervisory
Committee who are Outside Directors, and will be
held at least four times a year.
The Nomination and Remuneration Committee will
report to the Board of Directors on the appointment/
dismissal and remuneration of Directors in
order to enhance the fairness and objectivity of the
decision-making process of nominating and
determining the remuneration of Directors as well
as enhancing corporate governance.
External Accounting Auditor
The Company employs KPMG AZSA LLC as its accounting
auditor.
The Company has no conflict of interest with the
accounting firm or with the firm’s managing partners
who conduct accounting audits of the Company.
Activities of the Board of Directors and Committees (FY2024)
《Attendance》
Position |
Name |
Board of Directors |
Compliance and
Risk Management
Meeting |
Sustainability
Committee |
Audit and Supervisory
Committee |
Nomination and
Remuneration
Committee |
President and CEO |
SEKIGUCHI
Sozo |
30 out of 30 meetings
(100% attendance rate) |
12 out of 12 meetings
(100% attendance rate) |
4 out of 4 meetings
(100% attendance rate) |
|
4 out of 4 meetings
(100% attendance rate) |
Director |
HARIGAE
Tomonori |
30 out of 30 meetings
(100% attendance rate) |
12 out of 12 meetings
(100% attendance rate) |
4 out of 4 meetings
(100% attendance rate) |
|
|
Director |
OKUSAKA
Kazuya |
30 out of 30 meetings
(100% attendance rate) |
12 out of 12 meetings
(100% attendance rate) |
4 out of 4 meetings
(100% attendance rate) |
|
|
Director |
SATO
So |
29 out of 30 meetings
(97% attendance rate) |
12 out of 12 meetings
(100% attendance rate) |
4 out of 4 meetings
(100% attendance rate) |
|
|
Director |
EGAMI
Yoji |
30 out of 30 meetings
(100% attendance rate) |
12 out of 12 meetings
(100% attendance rate) |
4 out of 4 meetings
(100% attendance rate) |
|
|
Outside Director and
standing member of the
Audit and Supervisory
Committee |
NOMURA
Ryuichiro |
30 out of 30 meetings
(100% attendance rate) |
12 out of 12 meetings
(100% attendance rate) |
4 out of 4 meetings
(100% attendance rate) |
26 out of 26 meetings
(100% attendance rate) |
4 out of 4 meetings
(100% attendance rate) |
Outside Director and
member of the Audit and
Supervisory Committee |
TERAMURA
Yasuhiko |
30 out of 30 meetings
(100% attendance rate) |
12 out of 12 meetings
(100% attendance rate) |
4 out of 4 meetings
(100% attendance rate) |
26 out of 26 meetings
(100% attendance rate) |
4 out of 4 meetings
(100% attendance rate) |
Outside Director and
member of the Audit and
Supervisory Committee |
MORII
Shinichiro |
30 out of 30 meetings
(100% attendance rate) |
12 out of 12 meetings
(100% attendance rate) |
4 out of 4 meetings
(100% attendance rate) |
26 out of 26 meetings
(100% attendance rate) |
4 out of 4 meetings
(100% attendance rate) |
《Discussion and Resolution Themes》
Board of
Directors |
Discussions and Resolutions |
General Meeting of Shareholders / Policy for the Mid-Term Business Plan / Corporate planning and strategy / Department policies
and business plan for the FY2025 / Financial results, finances, and dividends / Revisions to the forecast
of financial results / Nomination of director candidates and remuneration of directors / Internal controls / Organizational changes
and personnel transfers / Rule revisions / Reappointment of the Accounting Auditor(s) / Joining the UN Global Compact / Donations
to support organizations / Compliance with “Handling of Transition Measures and Other Matters Relating to the Continued Listing
Criteria” / Updating and disclosing ESG data / COVID-19 measures, etc. |
Compliance and
Risk Management
Meeting |
Discussions |
Performance trends in the manufacturing industry / Competition with other companies in the industry / Effectiveness of education
and training / Securing suitable clients for our dispatching business / Regulations on total work person-hours / Securing science
and engineering graduates / Securing career engineers / Information management / Laws, regulations, licenses, and permits /
Disasters, accidents, etc. / Climate change / M&A / Medium-Term Business Plan, etc. |
Sustainability
Committee |
Discussions |
Policies and goals related to sustainability, including social and environmental issues such as the SDGs and ESG /
Formulation of an action plan / Management and evaluation of progress toward goals / Individual measures, etc. |
Audit and
Supervisory
Committee |
Discussions |
Audit policy, audit plan, audit methods, assignment of audit duties, etc. / Appointment and dismissal of Accounting Auditor(s) /
Appointment, dismissal, and remuneration of directors who are not members of the Audit and Supervisory Committee, etc. |
Nomination and
Remuneration
Committee |
Discussions |
Appointment and dismissal of directors / Selection and discharge of the President and CEO / Selection and discharge of representative
directors / Remuneration, etc., of directors who are not members of the Audit and Supervisory Committee / Remuneration
limits for directors and directors who are members of the Audit and Supervisory Committee / Succession planning (including
successor development), etc. |
Policy and Process for Appointment or Removal of Director Candidates Who Are Not
Members of the Audit and Supervisory Committee
The Nomination and Remuneration Committee deliberates and reports to the Board of Directors on director candidates who are
not members of the Audit and Supervisory Committee after an extensive scrutiny of their knowledge, experience, and ability
necessary to manage the Company´s business divisions and day-to-day operations. The Board of Directors then nominates the
director candidates.
Policy and Process for Appointment or Removal of Director Candidates Who Are
Members of the Audit and Supervisory Committee
The Nomination and Remuneration Committee deliberates and reports to the Board of Directors on director candidates who are
members of the Audit and Supervisory Committee after an extensive scrutiny of their experience, expertise in corporate financing
and accounting, practical knowledge on the Company´s businesses, and general knowledge on corporate management necessary
to audit and oversee the performance of duties by directors who are not members of the Audit and Supervisory Committee.
The Board of Directors then nominates the director candidates.
Appointment or Removal of the President and CEO
The Board of Directors, which includes three Outside Directors who are members of the Audit and Supervisory Committee,
deliberates on the appointment or removal of the President and CEO from office when such need arises, based on the business
performance of the Company as well as the job performance of the President and CEO.
Regarding future CEO appointments and dismissals, the Nomination and Remuneration Committee, a voluntary advisory board
composed of a majority of Independent Directors, shall deliberate and report to the Board of Directors, thereby establishing a
structure with high fairness, transparency, and objectivity under appropriate supervision from the Board of Directors.
Succession Plan
The Company recognizes that it is critically important to have in place a succession plan for the President and CEO and other
members of the Executive Team. The Board of Directors is responsible for nominating successors to these members from among
qualified candidates after an extensive scrutiny of their experience, knowledge, and expertise in recruiting, training, sales, and
administrative functions that support the Company´s engineer placement business.
Regarding future nominations of successors to the President and CEO, and other members of the Executive Team, the voluntarily
established Nomination and Remuneration Committee, composed of a majority of Independent Directors, shall deliberate and
make recommendations to the Board of Directors, thereby establishing a structure with high fairness, transparency and
objectivity under appropriate supervision from the Board of Directors.
Appointment or Removal of Executive Team Members
The Board of Directors makes a decision upon deliberation of the job performance of the member and other factors.
Status of Outside Directors
The Company has three outside directors, all of whom hold shares of the Company. Apart from this shareholding position, none
of the three outside directors have any vested interests in the Company, including personal, capital, or business relationships.
Each outside director plays a role in ensuring that highly effective audits are conducted, from an objective and neutral
viewpoint, and we believe that the current system satisfactorily fulfills its management monitoring and advisory functions.
The three outside directors are designated as independent directors as defined by the Tokyo Stock Exchange and
they are registered with the exchange.
Although the Company does not have any specific standards or policies regarding independence for the appointment of
outside directors, when making such appointments we not only meet the regulatory requirements established by the
Companies Act, but also take into account the Tokyo Stock Exchange´s criteria for ensuring the independence of independent
directors.
Policies for Determining the Remuneration of Directors and
Calculation Methods for the Fiscal Year Ended January 31, 2024
Remuneration of Directors
The remuneration of directors consists of a basic
remuneration and a performance-linked bonus. The
upper limits of the remuneration established by resolution
at the General Meeting of Shareholders held on April 27,
2017, are ¥200 million per year for five directors who
are not members of the Audit and Supervisory Committee
and ¥30 million per year for three directors who are
members of the Committee.
Board of Directors and the Audit and
Supervisory Committee
The Board of Directors and the Audit and Supervisory
Committee have authority over the remuneration of
directors. This authority extends to deliberating and
determining the amount of a basic remuneration and a
performance-linked bonus for each director.
The remuneration of directors who are not members of
the Audit and Supervisory Committee is determined
solely by the Board of Directors, whereas the remuneration
of Audit and Supervisory Committee members is
determined by deliberation among the members of the
Committee.
Determining the Policy for Determining
the Remuneration for Each Individual
The method of determining this policy is set forth in the
rules concerning the remuneration of directors, resolved
by the Board of Directors.
Board of Directors
The Board of Directors receives reports that are deliberated
by the Nomination and Remuneration Committee
based on the policy for determining the remuneration
and within the range of the total amount resolved by the
General Meeting of Shareholders, so the Board of
Directors deems that the content of the report is in line
with the said policy.
Policy for Determining the Percentage of
the Amount of Remuneration for Each Individual
This policy shall be decided based on the reports that
are deliberated by the Nomination and Remuneration
Committee, comprehensively taking into account the
role and contribution status of each director as well as
business performance.
Basic Remuneration
The basic remuneration is determined based on the
amount established for each director position, with the
Company´s business performance, relative weight
against employee salaries, and remuneration levels at
other companies taken into consideration. However, if it
is not appropriate to pay a remuneration calculated in
such a manner due to a significant decline in the Company´s
business performance or other factors, the
Company reserves the right to reduce the amount of
basic remuneration.
Metrics for Performance-Linked Bonuses
The metrics for performance-linked bonuses are calculated
using a formula based on the Company´s annual
profit, as this is judged to be the most reasonable way
to measure the performance of directors.
Total Amount of Remuneration for
Each Director Paid
We have omitted providing information here as no
directors were paid remuneration of ¥100 million or
more.
Incentive Policies for Directors
Performance-linked remuneration may be paid to
Directors out of up to 2% of annual profits.
Total Amount of Remuneration of Directors (FY2024)
Type of director |
Total amount of
remuneration
(in thousands of yen) |
Amount by type of remuneration
(in thousands of yen) |
Number of
corresponding directors |
Basic
remuneration |
Performance
-linked bonus |
Directors who are not members of
the Audit and Supervisory Committee or
outside directors |
115,185 |
95,450 |
19,735 |
5 |
Outside directors |
25,154 |
23,400 |
1,754 |
3 |
Analysis and Evaluation of the Effectiveness of the Board of Directors
Under its Corporate Governance Code, Artner Co., Ltd. (“the Company”) periodically analyzes and evaluates
the effectiveness of its Board of Directors in order to make it work better. On this occasion, we
carried out analysis and evaluation for the fiscal year ended January 31, 2024, and hereby notify the
summary of the findings.
Evaluation Method and Process
A questionnaire survey to evaluate effectiveness for the
fiscal year ended January 31, 2024, was distributed to
all eight directors. Based on the responses collected,
the Board of Directors discussed its issues and actions
to address them.
Evaluation Items
The Company conducted a 31-item questionnaire
survey to evaluate effectiveness. The survey asked
members of the Board to make a self-evaluation by
giving comments and grading on a point scale. The
survey focused on the following five areas:
a. The composition of the Board of Directors;
b. Planning, convening, and
administrating board meetings;
c. Matters selected for deliberation at board meetings;
d. Administrative assistance provided to
the Board of Directors; and
e. Relationships with shareholders.
Summary of Analysis and Evaluation Results
The Company has found from the most recent survey
results that the effectiveness of its Board of Directors
has been maintained. The Nomination and Remuneration
Committee discussed and reported to the Board of
Directors the succession plans for the President and
CEO and Directors, and confirmed the need for continuous
discussion. It was also confirmed that the Sustainability
Committee needs to conduct an ongoing review
of non-financial disclosure efforts in order to add
disclosure items on ESG data and enhance human capital
disclosures. It was confirmed that important agenda
items for the Board of Directors, such as the Medium-
Term Business Plan and risk management efforts,
require discussion on medium- and long-term strategies,
including the formulation of a new Medium-Term
Business Plan, and appropriate supervision of the
progress of each measure.
Way Forward
The Board of Directors will take the necessary actions
to address some remaining issues identified from the
survey to continue to enhance its effectiveness.