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Yukihiro Makita President and CEO

Japan Business Systems, Inc. (JBS) was listed on the Tokyo Stock Exchange Standard Market on August 2, 2022.
It gives me great pleasure to make this announcement and I would like to express my sincere gratitude for the support and consideration of all our stakeholders who have backed JBS since our establishment.

Having been listed, JBS is aware of our responsibilities as a publicly traded company and is committed to being a company that is trusted by our stakeholders and the society in which we operate. Under our philosophy of “Bringing the best technology to everyone, everywhere,” JBS has been working to solve not only our clients' IT issues but also their business issues. As an independent cloud integrator, JBS provides consulting and IT services that can maximize our clients' performance by leveraging Microsoft cloud services and other services. JBS will continue to focus on providing cutting-edge cloud services while incorporating the latest technologies and methods.

All board members and employees at JBS will pull together to work harder than ever before. We look forward to your continued support and encouragement going forward.

Yukihiro Makita
President and CEO

Management Policies and Business Strategy

Sustainability

At JBS, in order to pass down an abundant global environment and sustainable society to the next generation, we fulfil our duties as members of society and incorporate efforts to contribute to resolving environmental and social issues into our business activities. Additionally, in order to maintain transparency in our management while realizing medium- to long-term improvement in corporate value, we have formulated a basic policy on sustainability (ESG) and promote efforts based on various policies.

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Sustainability

Risk Factors

Information on risks that may significantly affect the financial position and management.

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Risk Factors

Board of Management

List of directors, audit & supervisory board members, and executive officers.

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Board of Management

Corporate Governance

JBS believes that effectively functioning corporate governance is essential for the continuous enhancement of corporate value, and we strive to strengthen and enhance corporate governance. We believe that we can achieve long-term growth by building good relationships with shareholders and other stakeholders and by conducting business activities that meet the needs of society.

  • Corporate Governance

    • Main Activities of the Board of Directors

    JBS is a company with an Audit & Supervisory Board, and while authority and responsibility for business execution concentrates on the Board of Directors, which is the highest decision-making body for management, by having the Audit & Supervisory Board, which consists of unitary auditors, take on the function of auditing the execution of duties by directors, we aim to realize appropriate decision-making and business execution, as well as establish a system in which mutual supervision works as an organization.JBS’s Board of Directors consists of seven Directors including four outside Directors and the President & CEO serves as chairperson. The Board of Directors makes resolutions on legal matters, makes decisions on important management matters, and oversees the execution of business, among other things. In principle, the Board of Directors holds a monthly regular meeting and extraordinary Board of Directors meetings as needed. By having all Audit & Supervisory Board members attend these meetings, we monitor the situation of business execution by the Directors. Moreover, we have established a Steering Committee consisting of the President & CEO, employees cum Directors, and Executive Officers in order to make appropriate and flexible decisions on the execution of duties. The President & CEO serves as chairperson of this committee. The Steering Committee deliberates on the management policy and plan, among other important matters related to the execution of duties.
    While JBS has created individual policies related to sustainability, such as an environmental policy and human rights policy, we have not formulated a basic policy on sustainability. Going forward, from the viewpoint of improving the Company’s medium- to long-term corporate value, the Board of Directors intends to formulate a basic policy on sustainability. Additionally, the Board of Directors effectively oversees the allocation of human capital, intellectual property, and other management resources as well as the implementation of a business portfolio strategy through the formulation of a medium-term management plan and reviews thereof. From a medium- to long-term perspective and aiming to collaborate based on business alliances, etc., JBS may cross-hold shares of other listed companies. However, JBS does not currently own any cross-held shares. If JBS should cross-hold shares, the Board of Directors shall verify the propriety thereof, comprehensively considering the appropriateness of the objective, benefits, and risks accompanying the cross-holding.
    With regard to transactions with related parties, pursuant to the rules of the Board of Directors, if applicable, the Board of Directors shall vote on the transaction excluding the Director in question as a person of special interest. Additionally, the Company has established rules for transactions with related parties, compiled a list of related parties, and reports on prior approvals and results of such transactions at the Board of Directors. JBS has also established a system to manage transactions between related parties by regularly cross-checking the list of related parties with business partners and conducting questionnaires with related parties to check for transactions between related parties.

    The Board of Directors takes the following policy and procedures in nominating Director and Audit & Supervisory Board member candidates.

    Nomination Policy for Directors and Audit & Supervisory Board Members

    Nomination Policy for Outside Directors and Outside Audit & Supervisory Board Members

    JBS nominates those who have, in addition to the requirements of the Nomination Policy for Directors and Audit & Supervisory Board Members, a track record in holding leadership positions in the fields of management, law, accounting, government, consulting, education, etc., and possess expert knowledge.

    Procedures for Removing Directors and Audit & Supervisory Board Members

    The Board of Directors selects candidates, who are approved or dismissed at the General Meeting of Shareholders. Candidates for Audit & Supervisory Board members gain the consent of the Audit & Supervisory Board in advance. JBS lists the reasons for the appointment or dismissal of individual candidates for Directors and Audit & Supervisory Board Members on the convocation notice.

    Effectiveness Assessment of the Board of Directors

    Initiatives for Improving the Effectiveness of the Board of Directors

    For improving the functions of the Board of Directors and, consequently, the Company’s medium- to long-term corporate value, JBS analyses and assesses the effectiveness of the Board of Directors. The Directors and Audit & Supervisory Board members (totaling ten people) completed a self-assessment questionnaire on 1. the composition of the Board of Directors, 2. operation of the Board of Directors, 3. responsibility toward the business strategy and stakeholders, 4. risk management, internal control, compliance, and crisis management systems, and 5. assessment and compensation of the management team, with the assessment period being the fiscal year ending September 2022. The Board of Directors tabulated the responses and conducted an assessment analysis. Based on the analysis results, the Board of Directors held constructive discussions on the issues that should be addressed going forward.

    Overview of the Effectiveness Assessment Results

    It was found that uninhibited and vigorous debates took place at the Board of Directors with sufficient participation from Directors in decision-making, and multifaceted considerations took place on management issues. Additionally, no phenomena were found to inhibit or damage the effectiveness of the Board of Directors and it was deemed that the effectiveness of the Board of Directors was secure. On the other hand, further enhancement of strategic discussions toward improving corporate value and promotion of dialogue with stakeholders, among other things, were raised as items to be addressed in the future. Going forward, considering that an even higher level of governance will be demanded as JBS grows as a listed company, the Company will continue to consider and implement the necessary measures to improve the effectiveness of the Board of Directors.

    Disclosure Policy

    Article 1 Basic Policy on Information Disclosure

    1. Japan Business Systems, Inc. ("the Company") shall actively and promptly disclose information to shareholders, investors, and all other stakeholders on the basis of transparency, fairness, and continuity.
    2. The Company shall disclose important information that can affect investment decisions by investors in accordance with the Financial Instruments and Exchange Act, the Securities Listing Regulations, etc. (Exchange Rules) stipulated by the Tokyo Stock Exchange (TSE), and the Corporate Governance Policy, etc.

    Article 2 Method of Information Disclosure

    1. Information subject to the Timely Disclosure Rules stipulated by the TSE shall be disclosed through the TSE's Timely Disclosure Network (TDnet).
    2. In addition, information disclosed via TDnet shall also be promptly posted on the Company's website.
    3. In addition, for cases of disclosing information that is not subject to the Timely Disclosure Rules, the Company shall endeavor to disclose such information through the Company's website.
    4. The Company shall disclose annual securities reports, etc. based on the Financial Instruments and Exchange Act on the Electronic Disclosure for Investors' NETwork (EDINET) provided by the Financial Services Agency.

    Article 3 Earnings Forecasts and Other Forward-Looking Information

    1. The Company's earnings forecasts, strategies, plans, etc. disclosed by the Company, with the exception of those relating to past or present facts, are forward-looking outlooks based on judgments and certain assumptions made in light of the information currently available to the Company. They are inherently subject to various factors such as changes in economic conditions, the business environment, and uncertain variables that may cause actual results to differ from such outlooks.

    Article 4 Prevention of Insider Trading

    1. The Company shall establish internal rules to prevent insider trading and promote awareness and understanding of such rules among all officers and employees.
    2. The Company shall work to prevent insider trading by properly managing information on material facts that can influence investment decisions and promptly disclosing such information in accordance with various laws and regulations and the Timely Disclosure Rules.

    Article 5 Quiet Period

    1. In order to ensure the transparency and fairness of information disclosure and to prevent the leakage of information on unannounced financial results, the Company shall set a quiet period from the day following the end of the fiscal term to the day of the announcement of financial results.
    2. During this period, the Company shall refrain from answering questions or commenting on financial results and earnings forecasts.
    3. However, even during the quiet period, the Company shall endeavor to respond to questions and the like regarding information that has already been announced, information that has been publicly disclosed or become public knowledge, and information disclosed via TDnet during the quiet period.
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