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            zz株式會社アウトソーシング
            100-0005
            東京都
            千代田區
            丸の內1-8-3

            Corporate Governance

            Status of Corporate Governance

            Basic Concept
            Fully embracing its responsibility as an exemplar corporate citizen to contribute to society, the Company established the “Corporate Principles.” The Company thus recognizes that, in an effort to achieve growth and enhance corporate value over the medium to long term in a constantly changing business environment, management must assign the utmost priority to creating a fully autonomous, highly ethical corporate governance system that is closely monitored and routinely reviewed. The Company also recognizes that such a system will prove invaluable in the ongoing building of trust and confidence with all its stakeholders, including shareholders, clients, local communities, and employees.
            Towards this end, the Company has disclosed the frameworks of its corporate governance system in its “Corporate Governance Guidelines,” and will continue to enhance and fortify this system through various initiatives going forward.

            (I) Corporate Governance System

            A. Outline and Rationale for the System

            In order to further enhance the auditing and oversight functions of the Board of Directors and directors, having been granted approval at the ordinary general meeting of shareholders held on March 25, 2016, the Company made a transition from being a company with a Board of Company Auditors to a company with an Audit and Supervisory Committee.
            With this transition to an Audit and Supervisory Committee company, the Company aims to further strengthen the supervisory function of the Board of Directors, secure impartiality and transparency of management and raise overall efficiency.

            (Board of Directors)

            As of March 26, 2021, the Company’s Board of Directors consists of eleven directors, including seven external directors, who convene once a month to examine, evaluate and decide on matters stipulated under the laws and regulations of Japan as well as important management issues. Board directors are also responsible for examining the policies and plans, as well as the status of the policies and plans being executed, with regards to management and corporate operations. The Board may also meet at any time it deems necessary.
            Out of external directors who carry out objective and neutral oversight functions from an independent perspective, all six external directors who meet the requirements for independent director as defined by the Tokyo Stock Exchange are registered as independent external directors.

            Board of Directors composition and skills matrix

            Title

            Name

            Independence

            Gender (female: ○)

            International experience

            Corporate management

            Industry knowledge

            Sales and marketing

            Finance and accounting

            Auditing

            Chairman and CEO

            Haruhiko Doi





            Executive Vice President

            Kazuhiko Suzuki





            Senior Executive Director

            Atsushi Nakamoto





            Director

            Anne Heraty




            External Director

            Masashi Fukushima



            External Director

            Hideyo Nakano




            External Director

            Atsuko Sakiyama




            External Director, full-time Audit and Supervisory Committee Member

            Ichiro Otani



            External Director, Audit and Supervisory Committee Member

            Hiroshi Otaka




            External Director, Audit and Supervisory Committee Member

            Hideo Shiwa




            External Director, Audit and Supervisory Committee Member

            Masaru Namatame





            (Audit and Supervisory Committee)

            This Committee consists of four directors, including four external directors, who, as members of the Audit and Supervisory Committee, determine the Committee’s audit policies, annual audit schedule and other related matters in addition to monitoring the status of the directors’ execution of responsibility and preparing reports relevant to this task. The Committee also determines agendas regarding elections, dismissals, and refusals of reappointment of accounting auditors proposed to the general meeting of shareholders, and complies with the laws and regulations of Japan, the articles of incorporation and the Audit and Supervisory Committee rules. By convening Audit and Supervisory Committee meetings both routinely and as necessary, the Committee shares information among its members and confirms the progress of its audit plans by examining important issues to be discussed, reporting audit contents, exchanging opinions and so forth.
            In an effort to enhance overall coordination, the Audit and Supervisory Committee exchanges information timely with the Group’s Internal Audit Office as well as the accounting auditors. The Committee works closely with the Head of Business Management, which is in charge of the Groups’ internal control, as well as with the General Affairs, Legal and General Accounting Departments, to improve the efficacy of the auditing process.

            (Nomination and Remuneration Advisory Committee)

            The Nomination and Remuneration Advisory Committee is a voluntary body consisting of five members (including three external directors) with an external director as its chairperson as of March 26, 2021. The Nomination and Remuneration Advisory Committee deliberates on matters such as education and training pertaining to the Chief Executive Officer (CEO) succession planning, remuneration of directors (excluding directors who are Audit and Supervisory Committee Members) and appointment or dismissal of directors (excluding Audit and Supervisory Committee Members), and brings the matter up to the Board of Directors.

            (Sustainability Committee)

            The Sustainability Committee is a voluntary body consisting of six members (including two external directors) with the Representative Director as its chairperson as of March 26, 2021. The purpose of the Sustainability Committee is to promote management with an awareness of sustainability across all companies in the Group, including initiatives to achieve SDGs and a more sophisticated ESG approach in management. The Committee deliberates on the Group’s sustainability policies/strategies, priority issues and other medium- to long-term themes and directions, as well as the monitoring of the progress of KPIs, and brings the matter up to the Board of Directors.

            Membership of each organization is as follows. (: Chairperson)

            Title

            Name

            Board of Directors

            Audit and Supervisory Committee

            Nomination and Remuneration Advisory Committee

            Sustainability Committee

            Chairman and CEO

            Haruhiko Doi

             

            Executive Vice President

            Kazuhiko Suzuki

             

            Senior Executive Director

            Atsushi Nakamoto

             

             

            Director

            Anne Heraty

             

             

            External Director

            Masashi Fukushima

             

             

            External Director

            Hideyo Nakano

             

             

            External Director

            Atsuko Sakiyama

             

             

            External Director, full-time Audit and Supervisory Committee Member

            Ichiro Otani

             

            External Director, Audit and Supervisory Committee Member

            Hiroshi Otaka

             

            External Director, Audit and Supervisory Committee Member

            Hideo Shiwa

             

             

            External Director, Audit and Supervisory Committee Member

            Masaru Namatame

             

             

            The chart below visualizes the above-mentioned system:

            (Corporate Governance System)

            Corporate Governance Regime

            B. Status of Internal Control System

            During the Board of Directors meetings, the Company resolves and enforces its “Basic Policy on Establishment of Internal Control Systems,” which is based on the laws and regulations. Based on this basic policy, the directors are responsible for the overall management of internal control, and the various department heads are tasked with the management and promotion of internal control in their respective departments on an operational level. Internal control is reinforced on a Group-wide basis through the routinely held Management Meeting—which the full-time directors, managing officers, and each Group company’s representative director attend—whenever a Group issue concerning management is placed on the meeting agenda. In addition, at the meeting, the Group’s management policies are communicated, progress reports on business activities are given, and important matters pertaining to corporate operations and issues requiring discussion are reported.
            The Company also established the Internal Audit Office, which is independent of the Group’s business units and reports directly to the President. Based on the Company’s internal audit program, the Internal Audit Office not only audits the operations of each department and subsidiary, but also monitors the internal administrative system. Furthermore, the Office conducts inspections to ensure that the Group remains in compliance with the various laws and internal regulations, as well as examining the status of the Group’s risk management program. Findings from the audited departments are reported to the President and the directors. Such findings form the basis of a written recommendation that features specific solutions for the audited department, thus delivering a more efficient and effective means for business operations improvements.

            C. Status of Risk Management Program

            The Head of Business Management is tasked with the overall authority over the risk management of the Company and its subsidiaries, while the General Affairs Department is engaged in the direct administration, operations, and regulations relevant to the program. Meanwhile, the Legal Department oversees the legal dimensions, not only developing legal responses but also communicating the latest government regulations to the entire Group, coordinating risk management with internal control.
            In case of a crisis, an Emergency Task Force will be set up and headed by the President. A special communications team will also be organized, as will an external advisory team that includes the Company’s legal counsel. The aim of this system is to make a rapid response and prevent losses or damages from spreading to minimize their effects.
            In order to safeguard the personal data of the Group’s employees, the Company has established the “Personal Information Protection Guidelines” to ensure that the management of such sensitive information is thorough and irreproachable. Specifically, this means special attention is paid to the appropriate handling of personal data acquired during the hiring process of an employee from even before he or she is hired, and that this data – including a person’s resume and other important documentation – will be kept or deleted based solely on the decision of that person.
            As for the risk management of corporate information, the Company has established the “Information System Management Regulations,” with its Information Technology Department designated to serve as the primary administrator for establishing a safe, secure, and efficient operating environment. This system specifically includes physical, technical, and human security programs.

            D. Status of Institutional Enhancement to Secure Proper Operations at Subsidiaries of the Company Submitting Consolidated Financial Statements

            The Company oversees and monitors the status of director and employee work execution at its Group companies in order to ensure that subsidiaries and affiliates are operating properly. It defines the OUTSOURCING Group Code of Corporate Ethics and Conduct as the guideline and action plan to govern all Group companies and requires directors, auditors, and employees at the said companies to strictly adhere to the guideline. In compliance with the management rules for subsidiaries and affiliates which define the requirements relevant to and inclusive of chain of command, authorities, decision-making, and other organization-related matters, the Group also requires the entirety of a stipulated item that affects management to be subject to approval by the Boards of Directors, Management Meeting or the officers in charge, as appropriate.
            Furthermore, by receiving business status reports from every Group company at least once a month, such as from the officers in charge upon their attending the board of directors meetings of each subsidiary, the Company’s Board of Directors can examine and review the status and details of the collected information. At the Management Meeting, issues defined by the management rules for subsidiaries and affiliates are discussed, and the Group Management Meeting consisting of full-time directors, managing officers, and each Group company’s representative director is convened as necessary in cases in which further details on business conditions need to be examined. As such, the Group engages in intra-Group information sharing and communication facilitation as well as standardization of management policies.

            (II) Efforts During the Most Recent Year to Reinforce the Company’s Corporate Governance

            a. The Board of Directors met a total of 19 times, at least once a month and when necessary, monitored business decision making and the execution of operations, and handled important matters and other issues in line with the Companies Act.
            b. The Audit and Supervisory Committee met a total of 20 times for regular and irregular meetings, decided on the audit policy and division of duties through deliberations, and conducted audits.
            c. The Internal Audit Office conducted internal audits of the headquarters, offices, and group companies as stipulated in the internal audit plan and made reports to the CEO and Audit and Supervisory Committee Members.

            (III) Interim Dividend

            In order to enable flexible return of profits to shareholders, pursuant to the provisions of Article 454, Paragraph 5, of the Companies Act, the Articles of Incorporation stipulate that the Company may pay an interim dividend with a reference of June 30 of each year by a resolution of Board of Directors.

            (IV) Requirements of Resolutions for Number of Directors and Elections

            a. The Articles of Incorporation stipulate that the number of directors who are not members of the Audit and Supervisory Committee shall not exceed 15, and the number of directors who are members of the Audit and Supervisory Committee shall not exceed 5.
            b. The Articles of Incorporation stipulate that a resolution for the election of directors requires the presence of shareholders holding one-third or more of the voting rights of shareholders who can exercise voting rights, the resolution passes with a majority of votes, and cumulative voting is prohibited.

            (V) Treasury Shares

            The Articles of Incorporation stipulate that the Company can purchase its own shares through market transactions, etc., based on a resolution of the Board of Directors and in accordance with Article 165, Paragraph 2, of the Companies Act, in order to flexibly execute the capital policy to meet changes in the business environment.

            (VI) Summary of Agreements Exempting or Limiting Liability of Directors and Audit and Supervisory Committee Members

            The Company’s Articles of Incorporation stipulate that Directors (including former Directors) can be exempted from liability related to actions stipulated in Article 423 of the Companies Act to the extent stipulated in Article 425 and Article 426 of the same act by Board of Directors’ resolution in accordance with Article 426 of the same act so that Directors can fully execute their expected duties.
            Furthermore, the Company and its Directors (excluding Directors responsible for executing operations) have concluded agreements that limit compensation for damages stipulated in Article 423, Paragraph 1, of the Companies Act in line with the provisions of the Article 427, Paragraph 1, of the same act. The amount of compensation for damages based on this agreement is limited to the minimum amount stipulated in Article 425, Paragraph 1, of the same act. The limited liability is only in situations when the Director’s execution of his duties that resulted in liability was done in good faith and without negligence.

            (VII) Accounting Auditors Can Be Exempt from Liability by Board of Directors’ Resolution

            The Articles of Incorporation stipulate that accounting auditors can be exempted from the liability of accounting auditors (including former accounting auditors) stipulated in Article 423, Paragraph 1, of the Companies Act by Board of Directors’ resolution to the extent permitted by laws, ordinances, etc., so that accounting auditors can sufficiently fulfill their expected role.

            (VIII) Conditions on Special Resolutions at General Meeting of Shareholders

            The Articles of Incorporation stipulated that special resolution of shareholders’ general meeting resolutions prescribed in Article 309, Paragraph 2, of the Companies Act require the presence of shareholders holding one-third or more of the voting rights of shareholders who can exercise voting rights, and the resolution passes with a two-thirds majority of votes. This was done to facilitate general meeting of shareholders by loosening the quorum requirements for special resolutions to that legally permitted.

            Directors’ Remuneration, Etc.

            (I) Matters Concerning the Policy for Determination of Amounts or Methods of Calculation of Remuneration, etc. to Directors

            A. Policy Related to Decisions on Remuneration, etc. of Directors (Excluding Audit and Supervisory Committee Members)

            a. Decision-making authority for policy on determining amounts of remuneration, etc.

            Matters involving remuneration, etc. of the Company’s directors (excluding Audit and Supervisory Committee Members) are governed by the Board of Directors, which maintains the authority to make decisions on policy on determining amounts or methods for calculating remuneration, etc.
            In making such decisions, however, the Board of Directors is to resolve such matters in light of findings derived from inquiries carried out by the Nomination and Remuneration Advisory Committee (hereinafter, the “Advisory Committee”), which is a voluntary body consisting of five members including an external director who is a full-time Audit and Supervisory Committee Member who acts as its chairperson.

            b. Policy on determining amounts of remuneration, etc.

            Although the Company has not adopted performance-linked remuneration as remuneration, etc. for its directors (excluding Audit and Supervisory Committee Members), it has adopted a restricted share-based remuneration plan at its 23rd Ordinary General Meeting of Shareholders held on March 25, 2020, with the aims of providing its directors (excluding Audit and Supervisory Committee Members and external directors) with incentive to increase the Company’s corporate value over the medium to long term and sharing value with shareholders. In addition, from fiscal 2021, as it is difficult for the Company to grant restricted shares to directors who do not reside in Japan, the Company grants monetary remuneration linked to the Company’s share price (phantom stock) to those directors as a substitute for the restricted shares. As such, the remuneration, etc. for directors (excluding Audit and Supervisory Committee Members and external directors) consists of two types of remuneration: basic remuneration (fixed monetary remuneration) and restricted share-based remuneration. (However, for directors who do not reside in Japan, the two types of remuneration are basic remuneration and phantom stock.) The basic remuneration is a fixed amount provided each month, and restricted share-based remuneration and phantom stock are granted at a certain time each year.
            From among the directors (excluding Audit and Supervisory Committee Members), external directors are eligible solely for basic remuneration (fixed monetary remuneration), which is a fixed amount paid every month, but not for restricted share-based remuneration out of consideration for the independence required in regard to their professional duties.

            c. Process for decisions on directors’ remuneration, etc.

            As for specific amounts to be paid as remuneration, etc., the Advisory Committee decides total amounts commensurate with financial results, taking into account factors such as corporate performance and economic added-value that has been generated by business activities stipulated in the Corporate Governance Guidelines, and the Committee draws up a policy proposal for allocating such amounts to each director, taking into consideration the various factors such as each director’s position and professional duties, and interview results. Those amounts are then determined by resolution of the Board of Directors, upon deliberation by the Audit and Supervisory Committee. However, when it comes to external directors, such amounts are determined without considering corporate performance and other such factors given the independence required in regard to their professional duties.
            The ratio of basic remuneration to restricted shares or phantom stock will be generally determined within 9:1 to 7:3, after taking into consideration the director’s position and the details of duties.

            d. Resolutions at general meeting of shareholders

            As for the amount of remuneration, etc. for directors (excluding Audit and Supervisory Committee Members), the Company resolved to set a ceiling on annual remuneration, etc. for directors (excluding Audit and Supervisory Committee Members) at ¥1,500 million, at its 24th Ordinary General Meeting of Shareholders held on March 25, 2021. As of March 26, 2021, there are seven directors (excluding Audit and Supervisory Committee Members; the Articles of Incorporation stipulate that there are to be no more than 15 such directors).
            As for a separate ceiling on such remuneration, etc., the Company resolved to set a ceiling on remuneration related to monetary remuneration claims for allocating restricted shares amounting to not more than ¥120 million per year, and a ceiling of up to 100,000 shares per year of the Company’s ordinary shares issued and appropriated as consideration in the form of monetary remuneration, at its 23rd Ordinary General Meeting of Shareholders held on March 25, 2020. As of March 26,2021, there are three directors (excluding Audit and Supervisory Committee Members and external directors) who are eligible for remuneration, etc. on the basis of these provisions.

            B. Policy Related to Decisions on Remuneration, etc. for Directors Who Are Audit and Supervisory Committee Members

            Whereas remuneration for directors who are Audit and Supervisory Committee Members is also limited to basic remuneration (fixed monetary remuneration), which is a fixed amount paid every month, remuneration, etc. for individual directors who are Audit and Supervisory Committee Members is determined by deliberation of such directors.
            The Company resolved to set a ceiling on annual remuneration, etc. for directors who are Audit and Supervisory Committee Members at ¥100 million, at its 19th Ordinary General Meeting of Shareholders held on March 25, 2016. As of March 26, 2021, there are four directors who are Audit and Supervisory Committee Members (the Articles of Incorporation stipulate that there are to be no more than five such directors).

            C. Activities of Advisory Committee and Board of Directors During the Fiscal Year Ended December 31, 2020

            Activities carried out by the Advisory Committee and the Board of Directors regarding nominations, remuneration, etc. for directors (excluding Audit and Supervisory Committee Members) in fiscal 2020 are as follows.

            a. Activities of Advisory Committee

            During the fiscal year ended December 31, 2020, the Advisory Committee meeting was held seven times for deliberation on nomination and remuneration. The meetings mainly involved reviewing and deliberating on election or dismissal of directors, setting goals for directors and checking their progress with regards to their goals, reviewing the remuneration structure, reviewing and deliberating on remuneration for individual directors, reviewing the introduction of phantom stock as a substitute for the restricted shares, and reviewing and deliberating on the total amount of remuneration.

            b. Activities of Board of Directors

            At its meetings held on January 30, 2020, February 28, 2020, and March 25, 2020, the Board of Directors deliberated on and determined remuneration for individual directors related to basic remuneration (fixed monetary remuneration) for the fiscal year ended December 31, 2020. At its meeting held on April 15, 2020, the Board of Directors deliberated on and determined remuneration for individual directors related to restricted share-based remuneration for the fiscal year ended December 31, 2020.

            (II) Total Remuneration, etc. by Category of Officer, Total Amount by Type of Remuneration, etc., Number of Officers to Be Paid

            Category of officers

            Total amount of remuneration, etc.
            (millions of yen)

            Total amount of remuneration, etc. by type
            (millions of yen)

            Number of officers to be paid
            (persons)

            Basic remuneration

            Restricted share-based remuneration

            Directors (excluding Audit and Supervisory Committee Members)(excluding external directors)

            300

            270

            30

            3

            Director (Audit and Supervisory Committee Member)
            (excluding external directors)

            2

            2

            1

            External officers

            73

            73

            8

            (Note 1) Material notes on employee salaries for officers who also serve as employees
            Not applicable.

            (Note 2) Because the “Restricted share-based remuneration” shown in the table above indicates the restricted share-based remuneration granted during the fiscal year ended December 31, 2020, the figure represents the sum of the amount recorded as expenses for the fiscal year ended December 31, 2020 and the amount expected to be recorded as expenses for the next fiscal year of ¥8 million.

            (III) Total Amount of Remuneration, etc. of Persons Whose Total Remuneration, etc. Is ¥100 Million or More

            Name

            Total amount of remuneration, etc.
            (millions of yen)

            Category of officers

            Category of company

            Amount of remuneration, etc. by type
            (millions of yen)

            Basic remuneration

            Restricted share-based remuneration

            Haruhiko Doi

            100

            Chairman and CEO

            Reporting company

            90

            10

            Kazuhiko Suzuki

            120

            Executive Vice President

            Reporting company

            108

            12

            (Note) Because the “Restricted share-based remuneration” shown in the table above indicates the restricted share-based remuneration granted during the fiscal year ended December 31, 2020, the figures represent the sum of the amounts recorded as expenses for the fiscal year ended December 31, 2020 and the amounts expected to be recorded as expenses for the next fiscal year (¥3 million for Haruhiko Doi, Chairman and CEO, and ¥3 million for Kazuhiko Suzuki, Executive Vice President).

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