CORPORATE
DATA
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Corporate Governance
Fundamental Approach to Corporate Governance
At JAST, our focus is on achieving management which is ideally suited to the current economic environment while reflecting the fundamental principles of corporate governance. Towards this end, and in line with a philosophy which emphasizes what is best for our four key stakeholders – customers, shareholders, employees and society – we pursue win-win relationships with buyers, vendors, and investors, as well as with the public at large, in order to maximize value for each and realize a medium and long-term increase in corporate value together with the sustainable growth of the company. Moving forward, our corporate officers will sincerely consider all essential input as they boldly challenge the status quo and continue seeking out corporate transformation.
Corporate Governance Structure
Board of Directors
The JAST Board of Directors is made up of 11 members, including five external directors, and represents a balanced diversity of backgrounds, experience, and expertise to ensure that directors are able to fulfill their duties in making important business decisions for the company and in supervising the job performance of the other directors and officers. Candidates for external director are chosen based on company policy for nominating corporate officers, as well as on criteria for assessing the independence of external directors.
External Directors – Reasons for Selection
| Name | Independent Officer |
Reason for Selection |
|---|---|---|
| Yutaka Hosoe |
〇 | Mr. Hosoe has been nominated to the position of external director because he possesses a wealth of experience and broad expertise in cutting-edge IT consulting and business model restructuring, including global business. He is also likely to leverage his knowledge to provide supervision and guidance on the performance of directors from a managerial standpoint relating, in particular, to each business of the JAST Group. In addition, as Chairperson of the voluntary Nomination and Remuneration Committee, he is expected to lead objective discussions from an independent standpoint and play an important role in providing recommendations to the Board of Directors. |
| Toshiyuki Akiba |
〇 | Mr. Akiba has been nominated to the position of external director because he possesses an extensive network of telecommunications industry contacts, including IT vendors and the like, as well as a wealth of experience and broad expertise which he has cultivated from serving in key positions, including representative director, at various companies. He is expected to leverage his expertise to supervise and guide directors in performing their duties in growing JAST business and creating growth opportunities, including acquiring new customers and expanding business alliances. In addition, as a member of the voluntary Nomination and Remuneration Committee, he is expected to offer objective opinions from an independent standpoint at its meetings and play an important role in providing recommendations to the Board of Directors. |
| Yongdong Gao |
Mr. Gao has been nominated to the position of external director because he has accumulated a lot of experience in the IT industry, including undertaking important positions at a major Japanese system integrator group company. JAST expects that he will provide supervision, advice, etc., on the execution of duties by directors from his expert viewpoint. In addition, he is a foreign national with a wealth of business experience in China, and he will point out and make proposals on issues related to the overall management of the Company based on his global insight. |
Auditing and Supervisory Structure
At JAST, the members of the Audit & Supervisory Board encompass a broad range of specializations and are chosen with the aim of ensuring multifaceted oversight of directors in the performance of their overall duties. Internal auditing is carried out systematically over the course of the year by the Internal Audit Department, which is organizationally independent from the other departments. The purpose of these audits is to safeguard the company’s assets and contribute to improved management efficiency by looking at whether or not each department is carrying out its respective operations appropriately and efficiently in accordance with legal requirements and company regulations. Auditing for the consolidated financial statements and other such documentation is conducted by Deloitte Touche Tohmatsu LLC.
External Audit & Supervisory Board Members – Reasons for Selection
| Name | Independent Officer |
Reason for Selection |
|---|---|---|
| Jiro Mogami |
〇 | JAST has determined that he is capable of appropriately fulfilling his duties as a director who is a member of the Audit & Supervisory Committee because JAST expects that he will perform audits, supervision, etc. based on his abundant legal knowledge, as JAST strengthens its system to realize more transparent management and more accurately meet the expectations of its stakeholders in Japan and overseas. In addition, as a member of the voluntary Nomination and Remuneration Committee, he is expected to offer objective opinions from an independent standpoint at its meetings and play an important role in providing recommendations to the Board of Directors. |
| Misa Machida |
〇 | Ms. Machida has been selected as an external director because she will be able to utilize her knowledge related to accounting and tax affairs in general from the expert viewpoint as a certified public accountant and certified public tax accountant to improve JASTʼs auditing system. In addition, as she has high ethical standards and a strong affinity with the Companyʼs management philosophy, JAST has determined that she will be able to utilize her knowledge at the Board of Directors meetings and appropriately fulfill her duties as a director who is a member of the Audit & Supervisory Committee. |
Policies for Determination of Executive Remuneration
JASTʼs Director Compensation Rules outline criteria such as the level, assessment, form, etc., of compensation
for directors, etc. as well as methods for determining them. The Basic Policy and compensation calculation methods are described below.
I. Basic Policy
• The compensation scheme shall increase awareness towards improving JASTʼs medium- to long-term business performance and increasing its corporate value.
• The level of compensation shall be valid and not excessive by making comparisons with similar-sized companies in similar industries.
• The level of compensation shall enable the securing of directors that will improve JASTʼs corporate value.
• It shall be a transparent and objective compensation scheme.
II. Overview of details such as the compensation of directors
• The compensation of JAST directors (excluding external directors and Audit & Supervisory
Committee members) shall consist of monetary compensation and non-monetary compensation through the
issuance of shares via a BBT-RS (Board Benefit Trust – Restricted Stock) scheme.”
• Monetary compensation shall consist of a fixed monthly salary and performance-based bonuses.
• The fixed monthly salary is determined according to the rank and role of the director and their contribution to the running of the Company.
• Performance-based bonuses are determined according to an assessment of to what extent performance indicators such as sales and profit have been achieved.
• The monetary compensation of directors is determined by referencing statistical information such as the compensation of similar-sized companies in similar industries.
• The non-monetary compensation of directors is determined based on objective indicators for the directorʼs rank, achievement level of consolidated annual performance, and achievement level of medium-term plan objectives.
• The criteria such as the level, assessment, form, etc., of directorsʼ monetary and non-monetary compensation as well as methods for determining them are stipulated in the Rules Regarding Director Compensation and Stock Grants to Directors.
• Details such as the amount allocated to each individual are determined by the Board of Directors each term in accordance with the rules and in consideration of performance, industry, and similar company trends.
• Directors who are external directors or members of the Audit & Supervisory Committee shall be paid a fixed monthly salary.
The Basic Policy concerning compensation and the policy for determining how it is calculated were reviewed by the Nomination and Remuneration Committee upon the Board of Directorsʼ request, and they have been deemed valid.