An internal audit is conducted by the Internal Audit Office, which consists of one Head and one member, in accordance with the internal audit plan approved by the President and CEO. The audit examines whether the Company’s departments perform their operations in compliance with laws and regulations and other rules. It also reviews the consistency of these operations with the management policy, along with the validity of operational efficiency. Moreover, as our effort to ensure the effectiveness of internal audits, we have established a framework that enables direct reporting at Compliance and Risk Management Meetings (convened once a month) attended by the President and CEO and other Directors, Directors who are members of the Audit and Supervisory Committee, and division and department heads.
Artner is a company with an audit and supervisory committee. The Audit and Supervisory Committee consists of three outside directors (one full-time director and two part-time directors). Outside Director NOMURA Ryuichiro has decades of experience in a financial institution and has engaged in the management of other companies. His knowledge of finance and accounting is considerable. Outside Director TERAMURA Yasuhiko has decades of experience in a financial institution and has been on the management teams of other companies. His knowledge of finance and accounting is considerable.
Outside Director MORII Shinichiro has worked in key posts (e.g., branch manager) as an Executive Officer. His knowledge of finance and accounting is enormous.
| Position | Name | Attendance |
|---|---|---|
| Outside Director and standing member of the Audit and Supervisory Committee | NOMURA Ryuichiro | 26 out of 26 meetings (100% attendance rate) |
| Outside Director and member of the Audit and Supervisory Committee | TERAMURA Yasuhiko | 26 out of 26 meetings (100% attendance rate) |
| Outside Director and member of the Audit and Supervisory Committee | MORII Shinichiro | 26 out of 26 meetings (100% attendance rate) |
As its specific tasks, the Audit and Supervisory Committee develops the audit policies and plans, and reviews the legitimacy of execution of duties by directors, the legitimacy of financial statements and business reports, etc., and the competence of the Accounting Auditor. Directors who are members of the Audit and Supervisory Committee attend board meetings and other important meetings to offer their opinions as necessary. They also regularly meet with the President and CEO as a means to audit the legitimacy and validity of execution of duties by directors (excluding directors who are members of the Audit and Supervisory Committee). Activities of full-time Audit and Supervisory Committee members include communication with and information gathering from directors and others in relevant posts, creation and enhancement of the audit environment, and perusal of documents about important managerial decisions, in accordance with the audit policies and plans set forth by the Audit and Supervisory Committee.
a. Accounting firm name
KPMG AZSA LLC
b. Continuous audit period
19 years
c. Certified public accountants who performed the service
NAKAHATA Takahide (Designated Limited Liability and Engagement Partner)
KOMATSUNO Satoru (Designated Limited Liability and Engagement Partner)
d. Assistants in the audit service
Four certified public accountants and 19 others serve as assistants in Artner’s accounting audit service.
e. Policy and reason for selection of the audit firm
The Audit and Supervisory Committee consults the Practical Guidelines for Auditors regarding Accounting Auditor Evaluation and Selection Criteria published by the Japan Audit & Supervisory Board Members Association, and conducts a comprehensive review to select an Accounting Auditor. In this process, the committee ensures that the accounting firm has independence as an Accounting Auditor and a proper quality management framework, which covers misconduct risk; that the firm has in place an audit framework designed for the size and business of Artner; and that the audit plan and cost are practical and fair. We have selected KPMG AZSA LLC as our Accounting Auditor because we decided that the firm has all these elements to conduct proper accounting audits of Artner. The Audit and Supervisory Committee will also dismiss the Accounting Auditor based on the consent of all Audit and Supervisory Committee members if any of the items of Article 340, paragraph (1) of the Companies Act applies to the Accounting Auditor.
f. Evaluation of the Accounting Auditor by Audit and Supervisory Committee members and the Audit and Supervisory Committee
The Audit and Supervisory Committee consults the Practical Guidelines for Auditors regarding Accounting Auditor Evaluation and Selection Criteria published by the Japan Audit & Supervisory Board Members Association, and evaluates the Accounting Auditor from all angles, such as the quality management framework the Auditor has developed and how it operates, of the independence and expertise the Auditor has, among others, to determine that the Auditor is qualified.
a. Audit fees for certified public accountants
Fiscal year ended January 31, 2022
| Fiscal year ended January 31, 2023 | Fiscal year ended January 31, 2024 | ||
|---|---|---|---|
| Fees for audit services (thousands of yen) | Fees for non-audit service (thousands of yen) | Fees for audit services (thousands of yen) | Fees for non-audit service (thousands of yen) |
| 20,000 | 20,000 | 20,000 | – |
The non-audit service at Artner during the previous fiscal year is preparation of comfort letters related to prospectuses for stock offerings.
b. Fees for an organization in the same network to which the certified public accountants belong
Not applicable.
c. Details of other fees based on important audit services
Not applicable.
d. Policy for determining audit fees
Artner’s policy for determining fees for an audit by certified public accountants is that the Company reviews the audit plan, details of the audit, and the audit schedule, among others, presented by the Accounting Auditor and receives approval from the Audit and Supervisory Committee to decide on proper fees.
e. Reason for the approval of the Audit and Supervisory Committee given to fees for the Accounting Auditor and other relevant fees
The Audit and Supervisory Committee reviewed the policy, contents, and the basis for calculation of estimates shown in the audit plan, which would constitute grounds for fees paid to the Accounting Auditor. Then the committee received and examined required reports about the contents submitted by relevant internal departments, and determined that the policy, contents, and the basis were all fair for an accounting audit of Artner. Hence, the committee approved the fees for the Accounting Auditor.
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