ESG BOOK

https://www.proto-g.co.jp/IR/english/index.html

Corporate Profile
Corporate NameFoundedEstablished
Common Stock
Head Offices

PROTO CORPORATION
October 1, 1977
June 1, 1979
¥1,824,620 thousand<Nagoya>23-14, Aoi 1-chome, Naka-ku, Nagoya
460-0006, Japan<Tokyo>22-2, Hongo 2-chome, Bunkyo-ku, Tokyo
113-0033, JapanFor further information

Corporate Planning Department
TEL: +81-52-934-1519
FAX: +81-52-934-1750
E-mail: 4298ir@proto-g.co.jp

Publication dateAugust 2018

Overview
The PROTO Group believes that tackling the issues about ESG (Environment, Society, and Governance) actively
would lead to the sustainable growth of our enterprise, and recognizes that it is indispensable to explain theactivities of our corporate group to stakeholders, including investors, and repeat constructive dialogue withthem, in order to improve our corporate value in the medium and long terms.
This ESG BOOK summarizes our group’s policies and activities for ESG. Please give us your opinions about the
ESG of the PROTO Group.

Our Basic Policy
While observing the charter for corporate activities based

Investors

on our corporate ideology, our company considers that it isimportant to conduct sound managerial decisions andoperations, and secure the merits for stakeholders, including
investors, clients, business partners, and employees. We
strive to fulfill our social responsibility for continuing our

Corporate Ideology

Employees

Clientsbusiness to keep the sustainability of our daily corporate
operation and cope with changes in social structures.

To change information into wisdom for the future
and contribute to society through dreams and lasting impressions

Partners

Company Goal
To Become a “Wonderful Company” 〜That Makes Dreams Come True〜

Further information not included in ESG BOOK is available in the IR site.
https://www.proto-g.co.jp/IR/english/index.html

To create a firm demanded by society, by satisfying customers (with useful information and services), boosting the pride of
employees (for their company and work), and winning the trust of shareholders (the future and results).

A Message from
the Management

Financial Results

IR siteCharter for Corporate Activities of the PROTO Group

1 Compliance with law

We accurately understand and observe all of relevant

2of employees, and secure a safe, comfortable working

possible effort to prevent wrongdoing.

environment, to realize comfort and affluence.

Social contribution
By offering products and services, we make efforts to6will carry out corporate activities proactively andthem for maintaining the existence and activities of ouractively for maintaining an enriched, sound society andcompany. We will take action voluntarily and actively

contribute to society broadly.

for “sustainable growth.”

7 Elimination of antisocial forces

threaten the order and safety of civil society. We willappropriate relations with politics and administration.

also cement the cooperation with industry groups,
police, etc. in eliminating antisocial forces.

society, and disclose corporate information proactively
and fairly.
ESG BOOK

https://www.proto-g.co.jp/IR/english/library/index.html

Corporate Governance

Shareholder Information

https://www.proto-g.co.jp/IR/english/management/governance.html

https://www.proto-g.co.jp/IR/english/stockholder/index.html

We take a firm stand against antisocial forces, whichand proper transactions. We also keep sound,We keep communicating with shareholders as well as

https://www.proto-g.co.jp/IR/english/management/message.html

Environmental issues should be addressed by all
people, and we recognize that it is essential to tackle

Disclosure of information

Kenji Kamiya, President

Environmental conservation

contribute to society. As a good cooperate citizen, we

We engage in fair, transparent, and free competitions

01

We respect the diversity, personality, and individuality

laws, regulations, and their ethos. We also take every

3 Business administration
4

5 Working environment

Contents
Environment

SocialCorporate governanceP. 03-05

P. 06-08

In the changing environment and society,how do we engage in activities for surviving?

How do we conduct sound managerial
judgment and operation?

ESG BOOK

02

Overview
The PROTO Group believes that tackling the issues about ESG (Environment, Society, and Governance) actively
would lead to the sustainable growth of our enterprise, and recognizes that it is indispensable to explain theactivities of our corporate group to stakeholders, including investors, and repeat constructive dialogue withthem, in order to improve our corporate value in the medium and long terms.
This ESG BOOK summarizes our group’s policies and activities for ESG. Please give us your opinions about the
ESG of the PROTO Group.

Our Basic Policy
While observing the charter for corporate activities based

Investors

on our corporate ideology, our company considers that it isimportant to conduct sound managerial decisions andoperations, and secure the merits for stakeholders, including
investors, clients, business partners, and employees. We
strive to fulfill our social responsibility for continuing our

Corporate Ideology

Employees

Clientsbusiness to keep the sustainability of our daily corporate
operation and cope with changes in social structures.

To change information into wisdom for the future
and contribute to society through dreams and lasting impressions

Partners

Company Goal
To Become a “Wonderful Company” 〜That Makes Dreams Come True〜

Further information not included in ESG BOOK is available in the IR site.
https://www.proto-g.co.jp/IR/english/index.html

To create a firm demanded by society, by satisfying customers (with useful information and services), boosting the pride of
employees (for their company and work), and winning the trust of shareholders (the future and results).

A Message from
the Management

Financial Results

IR siteCharter for Corporate Activities of the PROTO Group1

Compliance with law
We accurately understand and observe all of relevant

Working environment
We respect the diversity, personality, and individuality oflaws, regulations, and their ethos. We also take every

employees, and secure a safe, comfortable working

possible effort to prevent wrongdoing.

environment, to realize comfort and affluence.

2

Social contribution
By offering products and services, we make efforts tomaintaining the existence and activities of our company.

maintaining an enriched, sound society and contribute to

We will take action voluntarily and actively forsociety broadly.

“sustainable growth.”7

Elimination of antisocial forces
threaten the order and safety of civil society. We will also

relations with politics and administration.

cement the cooperation with industry groups, police, etc.

4

We keep communicating with shareholders as well associety, and disclose corporate information proactively
and fairly.

ESG BOOK

Corporate Governance

Shareholder Information

https://www.proto-g.co.jp/IR/english/management/governance.html

https://www.proto-g.co.jp/IR/english/stockholder/index.html

We take a firm stand against antisocial forces, which

proper transactions. We also keep sound, appropriate

Disclosure of information

https://www.proto-g.co.jp/IR/english/library/index.html

Environmental issues should be addressed by all people,

carry out corporate activities proactively and actively for

We engage in fair, transparent, and free competitions andhttps://www.proto-g.co.jp/IR/english/management/message.html

6

and we recognize that it is essential to tackle them for

Business administration

Kenji Kamiya, President

Environmental conservation

contribute to society. As a good cooperate citizen, we will

3

01

5

in eliminating antisocial forces.

Contents
Environment

SocialCorporate governanceP. 03-05

P. 06-08

In the changing environment and society,how do we engage in activities for surviving?

How do we conduct sound managerial
judgment and operation?

ESG BOOK

02

Environment

SocialEfforts for Sustainability
The PROTO Group clarifies its social responsibility, and then engage in activities for meeting social expectations. We aim tocreate not only economic value, but also social and environmental value by actualizing the sustainable development andEfforts to create shared value

growth of society and the environment.

Goo-net (Car-related information)

Specific situation;
Used car distribution industry

General situation
Empowerment of Women to Cope with

Issues of society

1 To Correct the Asymmetry of Information

2 the Decrease in Productive-age Population

Issues of the environment

3 To Reduce Carbon Dioxide for Mitigating Global Warming

Goo-net is a portal website for cars, and has the largest
number of postings for used cars in Japan. It is visited bymore than 8 million users a month, many of whom are
there to purchase a car or are considering selling their car.
In addition, more than 40% of used car dealers in Japan
have posted to Goo-net, and it continues to grow as aplatform where car buyers and sellers can come together.

1 Social issues in the used car market, and our efforts to solve these issues
To Correct the Asymmetry of Information (Used Cars)

The biggest difference between Goo-net and otherdomestic competing websites is that Goo-net aims to be ahighly transparent platform by using “ID cars” to display
information regarding the condition of used cars.

https://www.goo-net.com/

Characteristics of the used car market
In the past, there was a lack of transparency in the used car

ID cars (Goo-inspection + manufacturer certified vehicles)

market in Japan regarding items such as the price and quality ofused cars being traded, due to information gaps that existed

Information
the seller has

Information
the buyer has

between buyers and sellers.
As a result, buyers of used cars are wary of the quality andprice. Likewise, because sellers of used cars are unable to alleviate
the concerns of buyers, they tend to have a difficult time selling at
reasonable prices even if their vehicle is high-quality.

In order to create an environment where users can be
confident in purchasing used cars, our company is focusing
on the “ID cars (Goo-inspection + manufacturer certified
used cars)” service, which discloses information about thecondition of vehicles.
Users can check the exterior and interior conditions ofvehicles, as well as their engine status, repair history, etc.
online, via the “vehicle evaluation sheet.” As a result, users
can confidently purchase used cars, contributing toGoo-net’s high purchase rate.

Business Model

Also, in order to strengthen the inspection system forvehicles over the medium and long term, in 2012 weestablished the inspection subsidiary Car Credo, and areOperating a business (information and service)that matches buyers with sellers of used cars
1 Information posting(fee for listing an advertisement)

2 Provide information

For this kind of used car market, we collect and provide
information on used cars in order to support customers in making
an informed decision when they purchase a car.
Originally, we provided information via paper media, butcurrently building a system capable of inspecting 500,000
vehicles per year.
We continue to stand out in the used car field with ourunique media and inspection functions.

nowadays information is mainly distributed by smartphones.
Goo-net lists vehicle information such as specifications andprices, as well as information about warranties, after-sales
services, and car dealers, making it possible for users to findSeller(used car dealer)

4 Used car purchases

03

ESG BOOK

Buyer(user)

3 Comparison

information they need, by themselves.

Improving transparency and credibility between buyers and sellers of used cars
Information tends to get jumbled in the used car

Taking advantage of the know-how we cultivated inmarket. We strive to create a used car market with a highJapan, we are currently making similar efforts in Taiwan

level of transparency and credibility by bridging the gap

and Malaysia. We believe that creating value for our

between buyer and seller, making sure to provide enoughshareholders and society as a whole will lead to long-term

information for them to reach decisions, as well as details

success as a company.

regarding information quality checks.

ESG BOOK

04

Environment

SocialEfforts for Sustainability
The PROTO Group clarifies its social responsibility, and then engage in activities for meeting social expectations. We aim tocreate not only economic value, but also social and environmental value by actualizing the sustainable development andEfforts to create shared value

growth of society and the environment.

Goo-net (Car-related information)

Specific situation;
Used car distribution industry

General situation
Empowerment of Women to Cope with

Issues of society

1 To Correct the Asymmetry of Information

2 the Decrease in Productive-age Population

Issues of the environment

3 To Reduce Carbon Dioxide for Mitigating Global Warming

Goo-net is a portal website for cars, and has the largest
number of postings for used cars in Japan. It is visited bymore than 8 million users a month, many of whom are
there to purchase a car or are considering selling their car.
In addition, more than 40% of used car dealers in Japan
have posted to Goo-net, and it continues to grow as aplatform where car buyers and sellers can come together.

1 Social issues in the used car market, and our efforts to solve these issues
To Correct the Asymmetry of Information (Used Cars)

The biggest difference between Goo-net and otherdomestic competing websites is that Goo-net aims to be ahighly transparent platform by using “ID cars” to display
information regarding the condition of used cars.

https://www.goo-net.com/

Characteristics of the used car market
In the past, there was a lack of transparency in the used car

ID cars (Goo-inspection + manufacturer certified vehicles)

market in Japan regarding items such as the price and quality ofused cars being traded, due to information gaps that existed

Information
the seller has

Information
the buyer has

between buyers and sellers.
As a result, buyers of used cars are wary of the quality andprice. Likewise, because sellers of used cars are unable to alleviate
the concerns of buyers, they tend to have a difficult time selling at
reasonable prices even if their vehicle is high-quality.

In order to create an environment where users can be
confident in purchasing used cars, our company is focusing
on the “ID cars (Goo-inspection + manufacturer certified
used cars)” service, which discloses information about thecondition of vehicles.
Users can check the exterior and interior conditions ofvehicles, as well as their engine status, repair history, etc.
online, via the “vehicle evaluation sheet.” As a result, users
can confidently purchase used cars, contributing toGoo-net’s high purchase rate.

Business Model

Also, in order to strengthen the inspection system forvehicles over the medium and long term, in 2012 weestablished the inspection subsidiary Car Credo, and areOperating a business (information and service)that matches buyers with sellers of used cars
1 Information posting(fee for listing an advertisement)

2 Provide information

For this kind of used car market, we collect and provide
information on used cars in order to support customers in making
an informed decision when they purchase a car.
Originally, we provided information via paper media, butcurrently building a system capable of inspecting 500,000
vehicles per year.
We continue to stand out in the used car field with ourunique media and inspection functions.

nowadays information is mainly distributed by smartphones.
Goo-net lists vehicle information such as specifications andprices, as well as information about warranties, after-sales
services, and car dealers, making it possible for users to findSeller(used car dealer)

4 Used car purchases

03

ESG BOOK

Buyer(user)

3 Comparison

information they need, by themselves.

Improving transparency and credibility between buyers and sellers of used cars
Information tends to get jumbled in the used car

Taking advantage of the know-how we cultivated inmarket. We strive to create a used car market with a highJapan, we are currently making similar efforts in Taiwan

level of transparency and credibility by bridging the gap

and Malaysia. We believe that creating value for our

between buyer and seller, making sure to provide enoughshareholders and society as a whole will lead to long-term

information for them to reach decisions, as well as details

success as a company.

regarding information quality checks.

ESG BOOK

04

Environment

Corporate governanceSocialEstablishment of a Highly-transparent, Sound Management System

Efforts for Sustainability

2 Development of a Working Environment

Our company considers that the purposes of corporate governance are to improve our corporate value by securing continu-

As one of our managerial missions is to recruit and empower women, we areshareholders, business partners, and employees, and considers that this would lead to the improvement in our social value.

developing a working environment while raising the awareness in our company.

We will keep striving to comply with laws and regulations, strengthen the functions to monitor and supervise business opera-

Concrete measures include the appointment of women as directors (2 femaletion, disclose information in a timely, appropriate, fair manner, and establish a highly transparent, sound management

directors as of June 2018), the establishment of a consultation division for securingsystem.

Empowerment of Women to Cope with the Decrease in Productive-age Populationous, stable revenue and expanding business scale further and to actualize highly transparent, sound business administrationthat can win the trust of society. In addition, our company prioritizes the maximization of benefits for stakeholders, including

the health of female workers via the Intranet, childcare and maternity leaves, andeach male worker to take a leave when his child is born.
In February 2016, our company formulated “an action plan as a general enterprise

Corporate Governance System

pursuant to the Act on the Empowerment of Women,” setting quantitative goals till

General Shareholders’ Meeting

March 2021.
Selection / Dismissal

MeasuresTo increase the ratio of female employees
to 30% or over

(1) To develop a working environment in which women can flourish(2) To offer internship for recruiting more women(3) To establish a recruitment division exclusively for women

To have 30 or more female managers(1) To introduce the role models of female managers and cases of exchanges andcareer paths(2) To hold trainings for brushing up the expertise and skills of female employees(3) To hold trainings for candidate female managers

To Reduce Carbon Dioxide for Mitigating Global Warming

Next-generation Automobiles

society, we will proceed with the innovative technology

local areas among the automobile information magazine

development and the diffusion of existing cutting-edge

Goo (published in 14 areas in Japan) to monthly ones. This

technologies which are important to attain our long-term

contributed to the reduction of paper consumption andgoal by 2050.

printing energy consumption. We also strive to decrease
paper wastes by recycling used paper.

technologies is the “introduction of next-generation

We also promote employees to do without paper when

automobiles.” Especially, a goal to be achieved by 2030 is to

producing reference materials for meetings and application“increase the ratio of next-generation automobiles to newforms, to curtail company-wide paper consumption.

Our company, too, enhance the support for the sale of
new cars of each automobile manufacturer and contribute to
the sales promotion of next-generation automobiles, byoffering the tools for negotiations for new cars, appraisal
tools, residual value programs, etc. to manufacturers anddealers.

Audit

Coordination
Indication

Internal Audit

Oversight

ReportIndication
ReportBoard of Directors
The board of directors is composed of 11 directors and 4
auditors, holds a monthly meeting and an extraordinary
meeting when necessary, discusses and resolves items
specified in the regulations for the board of directors.
Directors have the authority to execute their business, andtake the role of monitoring and supervising the behaviors ofother directors and the items submitted to management
meetings.
In addition, our company adopted the operating officer
system, providing operating officers in charge of specificsections with the authority equivalent to directors’ authority
to execute business. Operating officers are requested toreport their business execution to the board of directors
when necessary.

The board of auditors is currently composed of 4 auditors(including 3 outside ones), and is strengthening the system
for monitoring and supervising business administration. A
meeting of the board of auditors is held on a monthly basis, to
ESG BOOK

ReportInternal Audit Office

Board of Corporate Auditors

05

Suggestions

Division of Company / Subsidiary
In September 2017, we changed the six magazines forcars to 50-70%.”

AdviceBoard of Directors

President

Curtailment of Paper Consumption

Inside Japan, with the aim of realizing a low-carbon

One of the measures for diffusing existing cutting-edge

Audit

Board of Corporate
Auditors

Selection / Dismissal /Oversight

Independent Auditor

3 Support for the Sale of

Coordination

Selection / Dismissal

Corporate Lawyer etc.

Quantitative goal

Selection / Dismissal

share information among auditors. Auditors attend themeetings of the board of directors, check documents,
interview related personnel, to audit the business executionof directors, the development and operation of the internal
control system, etc.

Independent Auditor
KPMG AZSA LLC was selected as a comptroller, and we
signed a contract for audit. Our company provides the comptroller with accurate managerial information, so that thecomptroller can audit our business from a fair, unbiased
standpoint.

Internal Audit Office
Our company has the internal audit division (composedof three members), which is directly managed by the
representative director and president. The internal audit
division visits the branches, sales offices, and subsidiaries, tocrosscheck in-company rules and practices and audit the
management and preparation of ledgers.

ESG BOOK

06

Environment

Corporate governanceSocialEstablishment of a Highly-transparent, Sound Management System

Efforts for Sustainability

2 Development of a Working Environment

Our company considers that the purposes of corporate governance are to improve our corporate value by securing continu-

As one of our managerial missions is to recruit and empower women, we areshareholders, business partners, and employees, and considers that this would lead to the improvement in our social value.

developing a working environment while raising the awareness in our company.

We will keep striving to comply with laws and regulations, strengthen the functions to monitor and supervise business opera-

Concrete measures include the appointment of women as directors (2 femaletion, disclose information in a timely, appropriate, fair manner, and establish a highly transparent, sound management

directors as of June 2018), the establishment of a consultation division for securingsystem.

Empowerment of Women to Cope with the Decrease in Productive-age Populationous, stable revenue and expanding business scale further and to actualize highly transparent, sound business administrationthat can win the trust of society. In addition, our company prioritizes the maximization of benefits for stakeholders, including

the health of female workers via the Intranet, childcare and maternity leaves, andeach male worker to take a leave when his child is born.
In February 2016, our company formulated “an action plan as a general enterprise

Corporate Governance System

pursuant to the Act on the Empowerment of Women,” setting quantitative goals till

General Shareholders’ Meeting

March 2021.
Selection / Dismissal

MeasuresTo increase the ratio of female employees
to 30% or over

(1) To develop a working environment in which women can flourish(2) To offer internship for recruiting more women(3) To establish a recruitment division exclusively for women

To have 30 or more female managers(1) To introduce the role models of female managers and cases of exchanges andcareer paths(2) To hold trainings for brushing up the expertise and skills of female employees(3) To hold trainings for candidate female managers

To Reduce Carbon Dioxide for Mitigating Global Warming

Next-generation Automobiles

society, we will proceed with the innovative technology

local areas among the automobile information magazine

development and the diffusion of existing cutting-edge

Goo (published in 14 areas in Japan) to monthly ones. This

technologies which are important to attain our long-term

contributed to the reduction of paper consumption andgoal by 2050.

printing energy consumption. We also strive to decrease
paper wastes by recycling used paper.

technologies is the “introduction of next-generation

We also promote employees to do without paper when

automobiles.” Especially, a goal to be achieved by 2030 is to

producing reference materials for meetings and application“increase the ratio of next-generation automobiles to newforms, to curtail company-wide paper consumption.

Our company, too, enhance the support for the sale of
new cars of each automobile manufacturer and contribute to
the sales promotion of next-generation automobiles, byoffering the tools for negotiations for new cars, appraisal
tools, residual value programs, etc. to manufacturers anddealers.

Audit

Coordination
Indication

Internal Audit

Oversight

ReportIndication
ReportBoard of Directors
The board of directors is composed of 11 directors and 4
auditors, holds a monthly meeting and an extraordinary
meeting when necessary, discusses and resolves items
specified in the regulations for the board of directors.
Directors have the authority to execute their business, andtake the role of monitoring and supervising the behaviors ofother directors and the items submitted to management
meetings.
In addition, our company adopted the operating officer
system, providing operating officers in charge of specificsections with the authority equivalent to directors’ authority
to execute business. Operating officers are requested toreport their business execution to the board of directors
when necessary.

The board of auditors is currently composed of 4 auditors(including 3 outside ones), and is strengthening the system
for monitoring and supervising business administration. A
meeting of the board of auditors is held on a monthly basis, to
ESG BOOK

ReportInternal Audit Office

Board of Corporate Auditors

05

Suggestions

Division of Company / Subsidiary
In September 2017, we changed the six magazines forcars to 50-70%.”

AdviceBoard of Directors

President

Curtailment of Paper Consumption

Inside Japan, with the aim of realizing a low-carbon

One of the measures for diffusing existing cutting-edge

Audit

Board of Corporate
Auditors

Selection / Dismissal /Oversight

Independent Auditor

3 Support for the Sale of

Coordination

Selection / Dismissal

Corporate Lawyer etc.

Quantitative goal

Selection / Dismissal

share information among auditors. Auditors attend themeetings of the board of directors, check documents,
interview related personnel, to audit the business executionof directors, the development and operation of the internal
control system, etc.

Independent Auditor
KPMG AZSA LLC was selected as a comptroller, and we
signed a contract for audit. Our company provides the comptroller with accurate managerial information, so that thecomptroller can audit our business from a fair, unbiased
standpoint.

Internal Audit Office
Our company has the internal audit division (composedof three members), which is directly managed by the
representative director and president. The internal audit
division visits the branches, sales offices, and subsidiaries, tocrosscheck in-company rules and practices and audit the
management and preparation of ledgers.

ESG BOOK

06

Corporate governance

Establishment of a Highly-transparent, Sound Management System
Analysis and Evaluation of the Effectiveness of the Board of Directors

To Follow the Corporate Governance CodeOur company observes the 5 basic principles of the corporate governance code as a company listed in Tokyo Stock Exchange,

For the purpose of continuously improving the functions of the board of directors by evaluating the effectiveness of the

JASDAQ.

Securing of rights andequality of shareholders

Dialogue withshareholders

Proper cooperation withstakeholders other thanshareholders
Appropriate information
disclosure and securing oftransparency

Duties of the board of
directors, etc.
Our corporate governance system is described in the
Corporate Governance Report, which is posted on ourcompany’s website.

entire board of directors and applying the PDCA cycle based on the evaluation results, we conduct a “self-assessment

Policy for Constructive Dialogue with
Shareholders

questionnaire regarding the effectiveness of the entire board of directors” targeted at directors, auditors, and operating
officers in March every year, to analyze and evaluate the effectiveness of the board of directors.

Our company recognizes that in order to achieve sustainable growth and improve our corporate value in the mid to

Results of the Self-assessment of the Effectiveness oflong terms, it is important to actively dialogue with

the Board of Directors in the Term Ended March 2018

Directors are a diverse group of people who constantly
strive to acquire the knowledge needed to fulfill theirshareholders on a routine basis, reflect the opinions andAs a result of the self-evaluation questionnairerequests of shareholders in our business administration, andmentioned above, we confirmed that our Board ofgrow our company with shareholders.

Directors is generally functioning as intended and that its

In addition, after establishing a corporate ideology andAccordingly, our company has established an IR systemeffectiveness is being ensured. In particular, the Board ofpolicy, the Board of Directors has been actively discussing

centered around the representative director and president,

Directors was highly evaluated for its involvement in thethe implementation of a medium-term management planand offers the opportunities to dialogue with shareholders

planning, executing, and reviewing of management strate-

involving the creation of corporate value based on aand investors, in order to deepen their understanding of ourgies, clarifying the contents of board discussions, securinglong-term strategy. Thanks to our auditors, the auditing

managerial strategies and plans.

time for discussing important matters, and exchanging

system is working well and isopinions.

very effective for improving

Furthermore, the opinions of shareholders and investors

duties and conduct stakeholder-conscious CSR.

corporate value.

are reported to the board of directors when necessary, tohttps://www.proto-g.co.jp/IR/english/management/governance.html

Review by the Leading Independent Outside Director

reflect them in our business administration.
Yumiko Sakurai
Tax Accountant and CPA

Capital Structure
As of March 31, 2018

Distribution by Number of Shares

Regarding Risks

Securities Companies

0.46%

The following items could affect the judgment of

Individuals and Others

Treasury Stock20.12%

4.21%

investors considerably. Our corporate group does not always
consider the following items as business risks, but proactively

Financial Institutions
Foreign Institutions
and Individuals

31.65%

6.72%

judgment or understanding our business activities from the

3. Regarding the dependence on specific subcontractors

Other Domestic
Companies

viewpoint of information disclosure to investors. Our corpo-

4. Regarding the dependence on specific suppliers

36.84%

rate group will make efforts to avoid risks and respond to

5. Regarding the legal regulations for contentsrisk.
As of March 31, 2018

Major Shareholders

07

20,940,000

Number of Shareholders

8,732

ESG BOOK

information
2. Regarding the fluctuations in the printing paper market

Status of Major Shareholders

Number of Shares Issued

1. Regarding the dependence on automobile-related

discloses important items for making an investment

them if they occur, while recognizing the possibility of each

Shareholders Composition

Business Risks

6. Regarding system security and the risk of system andnetwork failures
7. Regarding the protection of personal information
8. Regarding the corporate responsibility about contents
9. Regarding the risks in the used car export business10. Regarding the risks in M&A

Shareholder

Number of Ownership
Shares held(%)

1 Mugen Corporation

6,807,240

32.50

2 JPLLC CLIENT SAFEKEEPING ACCOUNT

1,323,300

6.31

3 The Master Trust Bank of Japan, Ltd. (Trust Account)

1,000,500

4.77

4 PROTO CORPORATION

881,530

4.20

5 BNYM NON-TREATY DTT

692,000

3.30
ESG BOOK

08

Corporate governance

Establishment of a Highly-transparent, Sound Management System
Analysis and Evaluation of the Effectiveness of the Board of Directors

To Follow the Corporate Governance CodeOur company observes the 5 basic principles of the corporate governance code as a company listed in Tokyo Stock Exchange,

For the purpose of continuously improving the functions of the board of directors by evaluating the effectiveness of the

JASDAQ.

Securing of rights andequality of shareholders

Dialogue withshareholders

Proper cooperation withstakeholders other thanshareholders
Appropriate information
disclosure and securing oftransparency

Duties of the board of
directors, etc.
Our corporate governance system is described in the
Corporate Governance Report, which is posted on ourcompany’s website.

entire board of directors and applying the PDCA cycle based on the evaluation results, we conduct a “self-assessment

Policy for Constructive Dialogue with
Shareholders

questionnaire regarding the effectiveness of the entire board of directors” targeted at directors, auditors, and operating
officers in March every year, to analyze and evaluate the effectiveness of the board of directors.

Our company recognizes that in order to achieve sustainable growth and improve our corporate value in the mid to

Results of the Self-assessment of the Effectiveness oflong terms, it is important to actively dialogue with

the Board of Directors in the Term Ended March 2018

Directors are a diverse group of people who constantly
strive to acquire the knowledge needed to fulfill theirshareholders on a routine basis, reflect the opinions andAs a result of the self-evaluation questionnairerequests of shareholders in our business administration, andmentioned above, we confirmed that our Board ofgrow our company with shareholders.

Directors is generally functioning as intended and that its

In addition, after establishing a corporate ideology andAccordingly, our company has established an IR systemeffectiveness is being ensured. In particular, the Board ofpolicy, the Board of Directors has been actively discussing

centered around the representative director and president,

Directors was highly evaluated for its involvement in thethe implementation of a medium-term management planand offers the opportunities to dialogue with shareholders

planning, executing, and reviewing of management strate-

involving the creation of corporate value based on aand investors, in order to deepen their understanding of ourgies, clarifying the contents of board discussions, securinglong-term strategy. Thanks to our auditors, the auditing

managerial strategies and plans.

time for discussing important matters, and exchanging

system is working well and isopinions.

very effective for improving

Furthermore, the opinions of shareholders and investors

duties and conduct stakeholder-conscious CSR.

corporate value.

are reported to the board of directors when necessary, tohttps://www.proto-g.co.jp/IR/english/management/governance.html

Review by the Leading Independent Outside Director

reflect them in our business administration.
Yumiko Sakurai
Tax Accountant and CPA

Capital Structure
As of March 31, 2018

Distribution by Number of Shares

Regarding Risks

Securities Companies

0.46%

The following items could affect the judgment of

Individuals and Others

Treasury Stock20.12%

4.21%

investors considerably. Our corporate group does not always
consider the following items as business risks, but proactively

Financial Institutions
Foreign Institutions
and Individuals

31.65%

6.72%

judgment or understanding our business activities from the

3. Regarding the dependence on specific subcontractors

Other Domestic
Companies

viewpoint of information disclosure to investors. Our corpo-

4. Regarding the dependence on specific suppliers

36.84%

rate group will make efforts to avoid risks and respond to

5. Regarding the legal regulations for contentsrisk.
As of March 31, 2018

Major Shareholders

07

20,940,000

Number of Shareholders

8,732

ESG BOOK

information
2. Regarding the fluctuations in the printing paper market

Status of Major Shareholders

Number of Shares Issued

1. Regarding the dependence on automobile-related

discloses important items for making an investment

them if they occur, while recognizing the possibility of each

Shareholders Composition

Business Risks

6. Regarding system security and the risk of system andnetwork failures
7. Regarding the protection of personal information
8. Regarding the corporate responsibility about contents
9. Regarding the risks in the used car export business10. Regarding the risks in M&A

Shareholder

Number of Ownership
Shares held(%)

1 Mugen Corporation

6,807,240

32.50

2 JPLLC CLIENT SAFEKEEPING ACCOUNT

1,323,300

6.31

3 The Master Trust Bank of Japan, Ltd. (Trust Account)

1,000,500

4.77

4 PROTO CORPORATION

881,530

4.20

5 BNYM NON-TREATY DTT

692,000

3.30
ESG BOOK

08

ESG BOOK

https://www.proto-g.co.jp/IR/english/index.html

Corporate Profile
Corporate NameFoundedEstablished
Common Stock
Head Offices

PROTO CORPORATION
October 1, 1977
June 1, 1979
¥1,824,620 thousand<Nagoya>23-14, Aoi 1-chome, Naka-ku, Nagoya
460-0006, Japan<Tokyo>22-2, Hongo 2-chome, Bunkyo-ku, Tokyo
113-0033, JapanFor further information

Corporate Planning Department
TEL: +81-52-934-1519
FAX: +81-52-934-1750
E-mail: 4298ir@proto-g.co.jp

Publication dateAugust 2018