Corporate Governance

COMSYS 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 10 members (as of June 27, 2024), including five directors and five Audit and Supervisory Committee members (including outside directors), and holds regular meetings and extraordinary meetings, as necessary, in accordance with the Rules of the Board of Directors. The Board of Directors makes decisions on matters required by law and important man-agement matters, and supervises those who execute operations. On a quarterly basis, the executive directors report to the Board of Directors regarding status of business execution based on decisions made by the Board of Directors. In addition, the Board of Directors efficiently manages business operations on the basis of specific business operations under the direction of each executive director.
The Executive Committee consists of directors who are not Audit and Supervisory Committee members, Associate Directors and a full-time Audit and Supervisory Committee member, and Executive Committee meetings are generally held once every month. The Executive Committee deliberates and resolves important decision-making matters related to business execu-tion. Each of the organization heads and others attend the Executive Committee meetings as observers as necessary to accurately understand details of decision-making.
The Audit and Supervisory Committee consists of five members, including four outside directors. The committee meets regularly prior to meetings of the Board of Directors and as needed to audit and supervise the directors’ execution of their duties and overall business operations from an objective standpoint independent of those who execute 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 order to strengthen the independence, objectivity, and account-ability of the Board of Directors’ functions, we have also established a Nomination and Remuneration Advisory Committee consisting of six directors, including four outside directors, and obtain appropriate involvement and advice from outside directors when considering particularly important matters such as nomination and remuneration.

Corporate Governance Structure

In June 2017, the COMSYS Group made a transition to a com-pany with an Audit and Supervisory Committee, to strengthen transparency and accountability in the Company’s management.
In addition, at the Ordinary General Meeting of Shareholders held in June 2023, the number of internal directors (excluding directors who are members of the Audit and Supervisory Committee) whose terms of office will expire was reduced by three from eight to five to allow for strategic and flexible deci-sion-making by the Board of Directors. The term of office of six directors (including five outside directors), who are also members of the Audit and Supervisory Committee, which will also expire, was reduced by one to five (including four outside directors). As a result, the ratio of outside directors increased from 36% to 40%, with four outside directors out of a total of ten directors. In addition, to ensure the diversity of the Board of Directors, which had been an issue to be addressed by COMSYS, a female out-side director was appointed at the same shareholders’ meeting.
At the Ordinary General Meeting of Shareholders held in June 2024, five internal directors (excluding directors who are mem-bers of the Audit and Supervisory Committee) were elected, bringing the total number of directors to 10, with four outside directors, including one female outside director. We will continue to promote reforms to ensure the diversity of our directors, also from the perspectives of gender and internationality.

Changes in the number of directors over time

The Company conducts quarterly business execution reports to oversee the status of business execution and evaluate the oper-ation of the Board of Directors. In addition, in order to ensure objectivity and transparency, we conduct an annual questionnaire with directors on the Evaluation of the Board of Directors’ Effectiveness and outsource the analysis of the results to a third party.

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 members of the Audit and Supervisory Committee).
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 directors who are members of the Audit and Supervisory Committee is limited to basic remuneration, which is fixed remuneration.

Remuneration structure for directors (excluding Audit and Supervisory Committee members)

In order to increase the Group’s corporate value from a medium- to long-term perspective, the COMSYS Group holds shares in cases where it deems that such ownership offers advantages in terms of maintaining and strengthening trust-based relationships with customers and business partners, as well as through col-laboration and expanding business transactions. Shares owned for the purpose of cross-shareholding are inspected by the Board of Directors to verify the significance of ownership for each individual stock, and to ensure that profits and risks accompanying ownership are in line with capital costs. If, as a result of the verification, any holdings have been deemed no lon-ger meaningful or appropriate, we will reduce or eliminate issues within a certain period of time, taking into consideration the mar-ket environment.
In FY2023, at its 209th meeting held on March 28, 2024, the Board of Directors verified the Company’s shareholdings as of December 31, 2023, and resolved to reduce and sell holdings that have been deemed to be no longer meaningful or appropriate.

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.

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.