Corporate Governance
Corporate Governance
The COMSYS Group (the “Group”) recognizes that corporate governance is an important management challenge for achieving sustainable growth and increasing the corporate value over the medium to long term with the aim of being a leading company delivering new value with the idea that “building telecommunications infrastructure x building IT systems x building social systems = infinite possibilities.” The Group aspires to be a company that continues to earn trust from all of its by maintaining and further enhancing the corporate governance.
In order to do so, it is essential to ensure swiftness, accuracy, fairness and transparency of decision making in management, the Group will continuously work on appropriate information disclosure, ensuring thorough compliance, rigorously upholding the Group’s action guidelines, enhancing risk management and fortifying internal controls, among others, and will improve these practices.
Corporate Governance System
The Company aims to further enhance our corporate value by strengthening the supervisory function of the Board of Directors and developing a system for prompt decision-making and flexi-ble business execution, items characteristic of a company with an Audit and Supervisory Committee.
The Board of Directors consists of five directors (including one outside director) who are not Audit and Supervisory Committee members and six directors (including five outside directors) who are Audit and Supervisory Committee members as of June 26, 2026. In accordance with the Rules of the Board of Directors, regular board meetings are held, and extraordinary board meetings are convened as necessary. The Board of Directors makes decisions on matters prescribed by laws and regulations as well as important management issues, and supervises the business execution by executive officers. The status of business execution based on the decisions of the Board of Directors is reported to the Board of Directors by the responsible directors on a quarterly basis. In addition, under the direction of executive directors, business operations are conducted efficiently by each responsible department.
The Executive Committee, consists of directors who are not Audit and Supervisory Committee members (excluding outside directors), executive officers, and full-time director who is Audit and Supervisory Committee members, is held generally once a month. It deliberates and decides on important matters concerning business execution. As needed, heads of each organization and others attend the Executive Committee, as observers to ensure accurate understanding of the decisions made.
The Audit and Supervisory Committee consists of six members, including five outside directors. The committee holds regular meetings prior to the Board of Directors, and convenes as needed. From an objective and independent standpoint from the executive officers, it audits and supervises the execution of directors' duties and overall business operations. The Audit and Supervisory Committee’s Office has been established to assist the activities of the Audit and Supervisory Committee and support the smooth execution of audits, and is staffed with one General Manager of the Audit and Supervisory Committee’s Office and one staff member.
In addition, to enhance the independence, objectivity, and accountability of the Board of Directors, a Nomination and Compensation Advisory Committee has been established, consisting of four members including three outside directors. The committee ensures appropriate involvement and advice from outside directors in examining particularly important matters such as nominations and compensation.
Functions and Members of Each Organization
| Organization | Board of Directors | Audit and Supervisory Committee | Nomination and Remuneration Advisory Committee |
|---|---|---|---|
| Major functions | Consisting of all the directors, it holds reg-ular meetings and also convenes extraor-dinary meetings as necessary, pursuant to the Rules of the Board of Directors. It makes decisions regarding matters stipu-lated by laws and regulations as well as important matters related to management, and also supervises those who execute operations. | This committee is composed of six direc-tors, including five outside directors, and is held regularly prior to the Board of Directors meetings and as needed. It audits the directors’ execution of their duties and overall business operations from an objective standpoint independent of those who execute operations. | To strengthen the independence, objectivity, and accountability of the Board of Directors functions, the committee consists of four directors, including three outside directors. The chairperson is an outside director. Appropriate involvement and advice from outside directors are obtained when considering particularly important matters such as nominations and remuneration. |
| Composition | Directors 11 (Includings outside directors 6) Chairperson: Outside director |
Audit and Supervisory Committee members 6 (Includings outside directors 5) | Nomination and Remuneration Advisory Committee members 4 (Includings outside directors 3) Chairperson: Outside director |
| Tenure | Directors (excluding Audit and Supervisory Committee members): 1 year Directors (Audit and Supervisory Committee members): 2 years |
2 years | － |
| Status of recent meetings: (FY2025) |
9 | 11 | 5 |
Corporate Governance Structure
Initiatives to Strengthen Corporate Governance
The COMSYS Group transitioned to a company with an Audit and Supervisory Committee in June 2017 to strengthen its supervisory function over business execution and enable swift decision-making and flexible business operations.
In the effectiveness evaluation of the Board of Directors for FY 2023, challenges were identified, including further improvement of the board composition, deepening deliberations and discussions on the company's strategies, strengthening group governance, and expanding disclosures.
As part of the initiatives in FY 2024, the "COMSYS Group 2030 Vision" was formulated in May 2025. At the Annual General Meeting of Shareholders held in June 2025, the ratio of outside directors was increased from 40% to 45%, and the number of female directors was raised from one to two.
Furthermore, an additional independent outside director was appointed, resulting in the majority of the Board of Directors being independent outside directors. The independent outside directors serve as the Chairperson of the Board and the Chairperson of the Nomination and Compensation Advisory Committee, thereby advancing corporate governance to a higher level.
Changes in the number of directors over time
Skills Matrix
- Notes
-
- 1In order to solve the Company’s issues, fields that are particularly expected of each director are listed.
- 2The above skill matrix does not represent all the knowledge and experience of each director.
- 3“★” indicates the Chairperson of the Board of Directors, or the Chairperson of the Audit and Supervisory Committee, or the Chairperson of the Nomination and Remuneration Advisory Committee.
Evaluation of the Board of Directors’ Effectiveness
Every year, our company conducts an effectiveness assessment of the Board of Directors’ operations. To ensure independence, objectivity, and transparency in this assessment, we commission a third-party organization to conduct a survey of all directors and to compile and analyze the results.
Please refer to the Corporate Governance Report for the FY2025 evaluation.
Director Remuneration
The Company’s basic policy for determining remuneration is to motivate the sustainable enhancement of corporate value and to make sufficient remuneration available to promote outstanding individuals who practice the corporate philosophy to the position of director (excluding Directors who are Audit and Supervisory Committee Members and Outside Directors).
The remuneration system for directors (excluding directors who are members of the Audit and Supervisory Committee) consists of basic remuneration as fixed remuneration, bonuses as performance-linked remuneration, and long-term incentive compensation as non-monetary remuneration.
From the viewpoint of ensuring the appropriateness of their duties, remuneration for outside directors and directors who are members of the Audit and Supervisory Committee is limited to basic remuneration, which is fixed remuneration.
Overview of Remuneration System and Performance-Linked Remuneration
| Types of remuneration | Item | Details |
|---|---|---|
| Fixed remuneration | Basic remuneration |
|
| Performancelinked remuneration | Bonuses |
|
| Non-monetary remuneration (Long-term incentive compensation) |
The continuous-service-linked restricted stock compensation |
|
| The performance-linked restricted stock compensation |
|
Remuneration structure for directors
Total Director Remuneration (FY2025)
Please refer to the Corporate Governance Report for information regarding executive compensation for fiscal year 2025.
Cross-Shareholdings Policy
In seeking to increase the Company’s corporate value from a medium- to long-term standpoint, the COMSYS Group maintains cross-shareholdings in cases where it deems that such ownership offers business advantages in terms of maintaining and strengthening relationships of trust with its customers and business partners, as well as through more extensive business transactions and partnership. The Board of Directors inspects shares held for the purpose of cross-shareholding on an annual basis with the aims of verifying the significance of ownership for each individual stock and ensuring that profits and risks associated with ownership align with capital costs. Upon having deemed that holding a stock is no longer warranted in terms of significance and appropriateness of ownership based on findings of such verification, the Company accordingly reduces such holdings within a certain period of time taking into account the market environment.
Compliance
Aiming to be a corporate group trusted by all stakeholders for sustainable growth, the COMSYS Group has established stan-dards to be followed by its directors and employees regarding laws and regulations to be observed and ethics in the economy and society, and is committed to sound business activities. In addition, we will disclose appropriate corporate information to our shareholders and society at large in a timely manner, and through proactive public relations activities, we will make our corporate activities widely known and strive to build understand-ing among all our stakeholders.
The COMSYS Group Code of Conduct describes the conduct to be demonstrated by each and every director and employee. It clearly lays out guidelines for fair and transparent business transactions placing top priority on compliance with laws and social norms, prohibiting bribery and relationships with anti- social forces, emphasizing respect for individual human rights, and abolishing discrimination, and we have a policy that strictly prohibits harassment in any form.
Promotion Structure
Within the framework of the Compliance Program, the Risk Management and Compliance Committee has been established and meets regularly. The committee is chaired by the president of COMSYS Holdings, and is comprised of members selected from COMSYS Holdings and supervisory business companies, and all members of the Audit and Supervisory Committee. It oversees and deliberates on compliance structures for COMSYS Holdings Corporation and the COMSYS Group, in an effort to improve and cultivate a compliance mindset throughout the entire COMSYS Group. Specifically, cases arising at supervisory business companies and incidents reported to consultation con-tact points are reviewed by the Risk Management and Compliance Committee at the company in question, and the results of those reviews are then reported to the Risk Management and Compliance Committee at COMSYS Holdings. In addition, all Group companies are notified and thor-oughly briefed regarding important cases, as part of Group-wide measures to prevent recurrence.
Risk Management
In order to maintain and increase corporate value in a rapidly changing business environment, we recognize the importance of properly managing the various risks surrounding the Company. To address risks that could have a significant impact on our busi-ness, we have formulated a Basic Policy on Risk Management and are strengthening our risk management system.
Management Structure
Under the Basic Policy on Risk Management, we have estab-lished the Risk Management and Compliance Committee, formulated the Risk Management Guidelines and Crisis Management Guidelines, and are promoting risk management that includes all COMSYS Group companies.
Each company in the COMSYS Group has established similar committees and other structural elements, and is promoting efforts to minimize existing risks by taking necessary actions in accordance with their respective business risks.
In addition, we adapt the operations of each company in the COMSYS Group to each management system, such as ISO, COHSMS (Construction Occupational Health and Safety Management System), OHSAS (Occupational Health and Safety Management System), and PrivacyMark certifications, and obtain, maintain, and operate certifications for each company’s operations, adapting to operational risks by obtaining, maintain-ing, and operating certifications.
Internal control systems are decided and created to be in compliance with COMSYS Holdings, and improvements are made as necessary in keeping with the subsequent implementa-tion and monitoring of those systems. Auditing methods are rec-ognized as being appropriate, covering the effectiveness of operations and the utility of system maintenance status in accor-dance with the Auditing Standards Related to Internal Control Systems created by the Audit and Supervisory Committee in conformance with auditing standards stipulated by the Japan Audit & Supervisory Board Members Association.
Information Security and Personal Information Protection
Preventing information leaks is extremely important in securing the customers’ trust. To strengthen information security, the COMSYS Group has obtained information security management system (ISMS) certification and PrivacyMark certification at each company, and strives to protect personal information and busi-ness information, and to respond appropriately to cyber-attacks.
With sincere regret, Nippon COMSYS has experienced one serious incident of information leakage in FY2023. To prevent such incidents from occurring in the future, we will further enhance our information security training and strive to protect customer information.