Member of the Board of Directors
Board of Directors
President & CEO
Yukihiro Makita
Senior Managing Executive Officer and Director
Takashi Uesaka
Managing Executive Officer and Director
Kohei Katsuta
Outside Director
Naoki Shimada
Board of Directors serving as the Audit and Supervisory Committee Members
Outside Director
Mika Yanagisawa
You can view the full list of all officers, including executive officers, from the link below.
Reasons for Appointment
Our Board of Directors is composed of nine directors (including directors who are Audit & Supervisory Committee members), six of whom are outside directors. There are six outside directors (three of whom are Audit & Supervisory Committee members). In light of the criteria for judging the independence of independent officers set by the Tokyo Stock Exchange, the Company designates independent officers. In judging independence, a “major business partner” is defined as a business partner where the transaction amount between the Company and the partner in the immediately preceding fiscal year accounts for 2% or more of the net sales of either the Company or the partner. In selecting candidates for outside officers, we endeavor to nominate as candidates those who have a track record of playing a leading role in fields such as management, law, accounting, public administration, consulting, and education, and who possess specialized knowledge.
| Name | Reasons for Appointment | Independent Director |
|---|---|---|
|
Yukihiro Makita President & CEO |
Yukihiro Makita has served as President & CEO of the Company for many years. He has been nominated as a candidate for Director because he is expected to continue leading the Company’s management and contribute to advancing its growth strategy by leveraging his extensive experience as a corporate executive and his broad knowledge of the Company’s business. | |
|
Takashi Uesaka Senior Managing Executive Officer and Director |
Having held key positions in areas of Global Business Services and Global Technology Services at IBM Japan, Ltd., and served as President and Representative Director at Kyndryl Japan KK, Mr. Takashi Uesaka possesses extensive experience in the Company’s business domain. He is expected to contribute to advancing the Company’s growth strategy by leveraging his experience, achievements and expertise; accordingly, he has been nominated as a candidate for Director. | |
|
Kohei Katsuta Managing Executive Officer and Director |
Based on his high-level expertise as a certified public accountant and his extensive experience and knowledge gained over many years at audit firms and consulting companies, Mr. Kohei Katsuta currently serves as Managing Executive Officer and Director of the Company. He is expected to continue contributing to advancing the Company’s growth strategy by leveraging his experience, achievements, and expertise; accordingly, he has been nominated as a candidate for Director. | |
|
Naoki Shimada Outside Director |
Based on his extensive experience and expertise as a corporate executive and consultant, Mr. Naoki Shimada provides oversight and advice regarding the Company’s business operations as an outside Director. He is expected to continue contributing to strengthening the Company’s management systems; accordingly, he has been nominated as a candidate for outside Director. If elected, the Company plans to have him, from an independent standpoint, participate in the selection of candidates for Directors and other officers and in the determination of matters such as their compensation as a member of the Nominating Committee and the Compensation Committee. | 〇 |
|
Takashi Morisaki Outside Director |
Based on his extensive experience and expertise as a corporate executive, Mr. Takashi Morisaki provides oversight and advice regarding the Company’s business operations as an outside Director. He is expected to continue contributing to strengthening the Company’s management systems; accordingly, he has been nominated as a candidate for outside Director. If elected, the Company plans to have him, from an objective and impartial standpoint, participate in the selection of candidates for Directors and other officers and in the determination of matters such as their compensation as a member of the Nominating Committee and the Compensation Committee. | |
|
Yoshimi Shu Outside Director |
Having made numerous achievements at global financial institutions, Ms. Yoshimi Shu currently serves as Representative Director of a management consulting firm. She is expected to continue contributing to strengthening the Company’s management systems by leveraging her extensive expertise in areas such as corporate management and investor relations; accordingly, she has been nominated as a candidate for outside Director. If elected, the Company plans to have her, from an independent standpoint, participate in the selection of candidates for Directors and other officers and in the determination of matters such as their compensation as a member of the Nominating Committee and the Compensation Committee. | 〇 |
|
Shinji Kodama Outside Director |
Based on his extensive knowledge and experience at a major financial institution, Mr. Shinji Kodama has served as an outside Audit & Supervisory Board Member of the Company since 2018, conducting audits and providing advice on business execution. The Company has determined that he is qualified in strengthening the effectiveness of management oversight and audit functions of the Company, and has nominated him as a candidate for outside Director who is an Audit & Supervisory Committee Member. If elected, the Company plans to have him, from an independent standpoint, participate in the selection of candidates for Directors and other officers and in the determination of matters such as their compensation as a member of the Nominating Committee and the Compensation Committee, and by leveraging his experience, track record, and expertise, audit and supervise the overall business execution as an outside Director who is an Audit & Supervisory Committee Member. |
〇 |
|
Shinya Deguchi Outside Director |
Based on his advanced knowledge as a certified public accountant and extensive experience and expertise at audit firms, Mr. Shinya Deguchi has served as an outside Director of the Company since 2021, providing oversight and advice, etc. on business execution. The Company has determined that he is qualified in strengthening the effectiveness of management oversight and audit functions of the Company, and has nominated him as a candidate for outside Director who is an Audit & Supervisory Committee Member. If elected, the Company plans to have him, from an independent standpoint, participate in the selection of candidates for Directors and other officers and in the determination of matters such as their compensation as a member of the Nominating Committee and the Compensation Committee, and by leveraging his experience, track record, and specialized knowledge, audit and supervise the overall business execution as an outside Director who is an Audit & Supervisory Committee Member. Mr. Deguchi has never in the past been involved in the management of a company except as an outside officer. However, the Company has judged that he will appropriately fulfill his duties as an outside Director who is an Audit & Supervisory Committee Member based on the above reasons. |
〇 |
|
Mika Yanagisawa Outside Director |
Ms. Mika Yanagisawa possesses advanced knowledge as an attorney and extensive experience and expertise at legal divisions of other companies. The Company has determined that she will be able to provide objective and professional advice on the Company’s management, exercise appropriate oversight of its business execution, and conduct audits from an impartial standpoint, and has nominated her as a candidate for outside Director who is an Audit & Supervisory Committee Member. If elected, the Company plans to have her, from an independent standpoint, participate in the selection of
candidates for Directors and other officers and in the determination of matters such as their compensation as a member of the Nominating Committee and the Compensation Committee, and by leveraging her experience, track record, and specialized knowledge, audit and supervise the overall business execution as an outside Director who is an Audit & Supervisory Committee Member. Ms. Yanagisawa has never in the past been involved in the management of a company except as an outside officer. However, the Company has judged that she will appropriately fulfill her duties as an outside Director who is an Audit & Supervisory Committee Member based on the above reasons. |
〇 |
Skills Matrix of Directors
The key expertise of each Director is as follows. We appoint Directors who possess advanced expertise, extensive experience, and strong professional insight in areas such as corporate management, IT and technology, sales and marketing, legal and risk management, finance and accounting, as well as human resources and talent development. In selecting outside director candidates, we strive to choose individuals who have demonstrated leadership and hold specialized knowledge in fields such as management, law, accounting, public administration, consulting, and education.
This table does not represent all areas of expertise and knowledge held by each Director; rather, it highlights the primary competencies with a “●” mark.
（as of December 1, 2025）
| Name | Specialized Expertise and Knowledge Particularly Expected of Each Director | |||||
|---|---|---|---|---|---|---|
| Corporate Management | IT & Technology | Sales & Marketing | Legal Affairs & Risk Management | Finance & Accounting | Human Resources & Talent Development | |
|
Yukihiro Makita President & CEO |
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Takashi Uesaka Senior Managing Executive Officer and Director |
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|
Kohei Katsuta Managing Executive Officer and Director |
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|
Naoki Shimada Outside Director |
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Takashi Morisaki Outside Director |
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Yoshimi Shu Outside Director |
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Shinji Kodama Outside Director |
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Shinya Deguchi Outside Director |
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Mika Yanagisawa Outside Director |
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Definition and Description of Each Skill
| Skills | Reason for selection |
|---|---|
| Corporate management | As knowledge and experience cultivated through extensive corporate management and diverse perspectives are essential for effective decision-making and oversight |
| IT & technologies | As IT and technology literacy is essential in the core business areas |
| Sales & marketing | As competitive sales and marketing capabilities are essential for the steady growth of core businesses |
| Legal affairs & risk management | As compliance and sound risk management are essential in preventing damage to corporate value |
| Finance & accounting | As financial strategy is crucial in maintaining financial and accounting soundness required of listed companies, and creating corporate value |
| Development of organization & human resources | As the source of competitiveness lies in human resources and maximizing human capital is a material management challenge |
Board of Directors Compensation
Procedures for Determining Directors’ Compensation
The Company formulates the policy for determining the content of individual compensation for directors by resolution of the Board of Directors based on consultation with the Remuneration Committee, and determines the composition and level of director compensation in accordance with the thinking based on this policy. In addition, the Board of Directors has confirmed, with respect to the individual compensation of directors for the fiscal year under review, that the method of determining the content of compensation and the determined content of compensation are consistent with the determination policy resolved by the Board of Directors and that the recommendations from the Remuneration Committee are respected, and has judged that they conform to said determination policy.
Basic Principles
The Company sets the following basic principles for compensation:
・Compensation levels that are competitive in the talent market
・Proportionality between compensation level and responsibilities
・Motivation toward the company's sustainable growth
・Promotion of corporate management toward improving medium- to long-term corporate value
・Sharing of value with stakeholders
Approach to Compensation Levels
The Company positions compensation as one means of acquiring, retaining, and developing high-level professional talent capable of leading the industry. Therefore, as a general rule, compensation levels are set by establishing a peer group of domestic and overseas companies assumed to be competitors in acquiring talent, and we aim to achieve competitive levels in comparison with this peer group.
Approach to Compensation Composition
From the perspectives of securing competitiveness for acquiring and retaining talent and of providing incentives for the company's sustainable growth and the improvement of medium- to long-term corporate value, the compensation composition for management aims to achieve a combination, in appropriate proportions, of basic compensation (fixed compensation) and short-term performance-linked compensation and long-term performance-linked compensation (performance-linked compensation) as the basic compensation components.
Matters concerning the determination of the calculation method
The maximum amount of monetary compensation for directors (excluding directors who are Audit & Supervisory Committee members) was resolved at the General Meeting of Shareholders held on December 18, 2025, to be within 500 million yen per year (of which outside directors are within 50 million yen per year; the employee portion of salary for directors who also serve as employees is not included) (at the time of the resolution, the number of directors was six, of whom three were outside directors). In addition, the maximum amount of stock compensation for directors (excluding Audit & Supervisory Committee members, outside directors, and non-residents of Japan) was resolved at the General Meeting of Shareholders held on the same day to be, for each five-fiscal-year target period, a maximum of 900 million yen in funds to be contributed and a maximum of 865,000 shares to be delivered (at the time of the resolution, the number of eligible directors was three). The Articles of Incorporation stipulate that the Company shall have three or more directors (excluding directors who are Audit & Supervisory Committee members). The compensation of executive directors consists of basic compensation, bonuses, stock compensation, and officer retirement benefits, within the scope approved by resolution of the General Meeting of Shareholders.
(a) Basic compensation is paid monthly in the amount determined by the Board of Directors after consultation with the Remuneration Committee, taking into account general standards, management performance, and the balance with employee salaries.
(b) Bonuses may be paid in the amount determined by the Board of Directors after consultation with the Remuneration Committee, by evaluating each individual's execution of duties as an officer.
(c) With respect to stock compensation, the introduction of a stock compensation system under which Company shares are delivered as compensation to directors (excluding Audit & Supervisory Committee members, outside directors, and non-residents of Japan) according to their position, etc., was approved at the General Meeting of Shareholders held on December 18, 2025. The purpose of this system is to clarify the link between directors' compensation and share value and, by sharing the returns and risks arising from share price fluctuations with shareholders, to enhance the motivation to improve medium- to long-term performance. Using as funds the monetary amount equivalent to the directors' compensation contributed by the Company, a trust acquires Company shares, and through that trust delivers and provides to directors Company shares according to their position, etc., and monetary amounts equivalent to the proceeds from the disposal of Company shares.
(d) Officer retirement benefits are paid in the amount determined by the Board of Directors after consultation with the Remuneration Committee, under a resolution of the General Meeting of Shareholders, in accordance with the rules concerning the compensation, etc. of officers and executive officers.
The compensation of outside directors (excluding directors who are Audit & Supervisory Committee members) is monetary compensation, and from the perspective of maintaining objectivity, only fixed basic compensation is paid. Basic compensation is determined by the Board of Directors after consultation with the Remuneration Committee, within the scope approved by resolution of the General Meeting of Shareholders, taking into account general standards and management performance, and is paid monthly.
The maximum amount of compensation for directors who are Audit & Supervisory Committee members was resolved at the General Meeting of Shareholders held on December 18, 2025, to be within 50 million yen per year (at the time of the resolution, the number of directors who are Audit & Supervisory Committee members was three). The compensation of full-time Audit & Supervisory Committee members is monetary compensation and, within the scope approved by resolution of the General Meeting of Shareholders, consists of basic compensation and officer retirement benefits.
(a) Basic compensation is determined in amount through consultation among the Audit & Supervisory Committee members.
(b) Officer retirement benefits are determined in amount through consultation among the Audit & Supervisory Committee members, under a resolution of the General Meeting of Shareholders, in accordance with the rules concerning the compensation, etc. of officers and executive officers.
The compensation of part-time Audit & Supervisory Committee members is monetary compensation, and only fixed basic compensation is paid. Basic compensation is determined in amount through consultation among the Audit & Supervisory Committee members.
Total remuneration for directors and Audit & Supervisory Board Members with subtotals for each type of remuneration and numbers of recipients
FY2025/09
| Title | Total remuneration （thousands of yen） |
Subtotals for each type of remuneration (thousands of yen) | Number of recipients （persons） |
|||
|---|---|---|---|---|---|---|
| Basic remuneration | Performance-based remuneration | Retirement benefits | Of the left, non-monetary compensation, etc. |
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| Directors (excluding outside directors) | 119,495 | 109,200 | - | 10,295 | - | 3 |
| Audit & Supervisory Board Members (excluding outside Audit & Supervisory Board Members) | - | - | - | - | - | - |
| Outside directors, External Audit & Supervisory Board Members | 63,310 | 62,040 | - | 1,270 | - | 8 |
- The total amount of directors' compensation, etc. does not include the employee portion of salary for directors who also serve as employees, and includes the compensation, etc. of one director who retired due to resignation as of January 28, 2025.
- The above retirement benefits are the amount of provision for officer retirement benefits recorded in the fiscal year under review.
Succession Plan
Matters regarding the nomination, remuneration, etc. of the management team including a succession plan shall be deliberated by the Nomination Committee and Compensation Committee with appropriate advice from outside directors, etc.
