Initiatives to Achieve Value Creation

Human Resources
Based on our Mission Statement of “Love,” we conduct people-oriented management under aManagement Philosophy that views human resources as the essence of corporate strength. We
recognize human resources as an exceedingly important asset and a source of realizing the

Basic
Approachsustainable improvement of corporate value. Keeping individual employees highly motivated andchallenging higher goals ambitiously will enable a corporation to grow sustainably. We believe thatthe basis for achieving sustainable growth is for a corporation to provide opportunities for thedevelopment of skills and careers of individual employees and to support them in achieving selfactualization so they can deliver their full potential, as well as develop a fair and convincing
personnel system and pay.

Promoting the Empowerment ofDiverse Human Resources
The Company is promoting efforts to create aninternal environment in which diverse human resources
are empowered.

Improving the Ratio of Female andForeign Nationals in Managerial Positions
As of March 31, 2023, the ratio of women and foreign
nationals in managerial positions is 1.3%, and this is amajor issue for the industry, as well. In order to increase
this ratio going forward, we will hire women and foreign

nationals for career-track positions, and expand the
population of candidates for managerial positions. At thesame time, we will first expand the pool of section
managers who are candidates for future managerial
positions and promote the training of women and foreign
nationals, and then promote them to managerial positionsat an early stage in order to achieve our long-term goals.
Furthermore, as the ratio of mid-career hires inmanagerial positions already exceeds 60%, andmanagement is carried out by managers with diverse
experience, we will maintain this level going forward.

Promoting Diversity and Inclusion
The Company hires diverse human resources, regardless of age, gender, nationality, disability, or other such characteristics,
and provides opportunities and environments where they can demonstrate their maximum strengths, individuality, andabilities. We pursue more comfortable and rewarding work environments and aim for the sustainable improvement ofcorporate value.

Sustainable
Improvement ofCorporate Value
Concept of Our Human Resources Strategy:

Human resources are the essenceof corporate strength

Initiatives for
Promoting Diversity

Initiatives for
Improving Employee
Engagement

Management Foundation

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TAKAMIYA Report 2023

As of March 31, 2021

As of March 31, 2022

As of March 31, 2023

Long-Term Targets

Number of female orforeign managers (ratio)2(1.5%)

2(1.4%)

2(1.3%)(10.0%)

Number of female orforeign section managers (ratio)

4(5.2%)

6(8.0%)

7(9.6%)(20.0%)

Number of women or
foreign nationals hired forcareer-track positions (ratio)7(22.6%)

5(23.8%)

7(20.6%)(30.0%)

Occupational Track Change

Achieving Diverse Workstyles

With the aim of promoting self-motivated, autonomous
career development, we provide opportunities to change
occupational tracks from dedicated administrative
positions to career-track positions, once every two years.
Female employees who have been in dedicatedadministrative positions can expand their field of activity ifthey wish to do so. Employees can now freely choose theform, location, and occupational track of their work inaccordance with their own career and life plans, which
encourages them to take on new challenges.

With our DX policy, our employees are realizing diverse
ways of working, partly because we are improving our IT
environment. As for remote working, not only administrative
staff and the technology integration team, but also
employees who are going through life stages such as
child-rearing are practicing it. In addition, we encourage
employees in sales positions to return directly home afterwork, and have implemented flexible working hours toallow employees to choose the workstyle that suits thembest. Going forward, we will further promote DX andbusiness process innovation. We will also introduce
communication tools and platforms through which we canshare our vision and measure results, regardless of where
and when employees work.
As for the way employees are evaluated, to encourage
employees who want to work, we are shifting to a systemthat emphasizes results such as improving efficiency or
productivity rather than focusing on hours worked or how
earnestly tasks are executed. The current situation where
workstyle reform is progressing rapidly presents the
optimum opportunity to defy conventional thinking.
Through trial and error, the Company will promote
workstyle reform that enables employees to choose
workstyles and produce the best results.

Employment of Persons with Disabilities

Providing High
Value-Added Productswith New Ideas

As of March 31, 2023, our employment rate for persons
with disabilities was 2.08%, which is lower than the legally
mandated employment rate of 2.3%. In this regard, weare continuing our hiring activities with the aim of meetingthe legally mandated employment rate. Our Gunma
Factory promotes the employment of persons withdisabilities in order to contribute to the local community.
We also provide company training for current students at a
special support school in Gunma Prefecture, as well ascompany information meetings in Kiryu City, with the aimof supporting employment for persons with disabilities.
Going forward, the Company will continue to work withthe community to employ persons with disabilities.

TAKAMIYA Report 2023

41

Human Resources

Maternity Leave, Childcare Leave,
and Shorter Work Hours for Childcare
In order to realize diverse work styles, we are expanding
our systems for pre- and post-natal leave (“maternity
leave”) and childcare leave (“childcare leave”), and arecreating an environment that makes it easier for employees
to take leave. In the fiscal year ended March 31, 2023, amale employee took childcare leave for the first time at the

TOPICS

Coin System

This personnel system is intended to improve Company-wide productivity, by promoting
mutual assistance utilizing differences between busy times and downtimes between regions
and departments. Departments that receive help pay Coins that can be converted into
rewards, as gratitude to the other departments. Expanding this circle of mutual assistance not
only reduces overtime work, but also improves skills and standardizes operations. Expressing
gratitude in the form of Coins will also increase employee motivation. In related industries,
there are significant differences in workload between busy times and downtimes dependingon the region. While we hear opinions such as “The busy season is approaching, I’ll have towork a lot of overtime” and “I want to have more staff even just for this month,” there arealso people who are saying “I want to work more” at our bases during downtimes. Remote
working has become popular due to the COVID-19 pandemic, and it is now possible toprovide remote support regardless of work location or department. Using this opportunity, we
started test operations of the Coin System from April 2022 in order to match bases. Beginningwith simple tasks, the Coin System has spread steadily, through work flow reforms andstandardization. With a focus on people, which is one of Takamiya’s strengths, this system
serves as one of the pillars of our Corporate Philosophy of creating an environment in which
employees care about one another, always work hard together, and can grow together.

Efforts to Enhance Engagement
In order to achieve corporate goals and implement
management strategies, it is ideal that a corporation
shares management vision with employees, based on
which employees voluntarily act toward the goals while
identifying and solving issues. On the other hand, if
employees only deal with immediate tasks, it is difficult
for them to sustain their motivation in the long run.
Instead of a mere give-and-take relationship, we aim toestablish a high-level relationship (engagement) where
both management and employees can understand eachother and benefit from a win-win situation.
In addition to the intranet, digital signage, and paper
in-house newsletters, a “web in-house newsletter” waslaunched from the fiscal year ended March 2023 to enable
employees to deepen their understanding of management
conditions, Company policies, and other in-house
information in real time. In addition, each department holds
in-house seminars to disseminate information to otherdepartments. We are laying the groundwork for individual
employees to identify tasks to tackle and independently
work toward the accomplishment of the tasks.

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TAKAMIYA Report 2023

Company. The number of male employees who tookchildcare leave has increased from one in the fiscal year
ended March 31, 2023, to three in the fiscal year ending
March 31, 2024. In the past five years, the return to work
rate after taking maternity/childcare leave has stood at
100%, and we are creating an environment that makes it
easy for employees to return to work, as employees arealso able to take shorter work hours for childcare.

Capability Development and Development ofAutonomous Employees
Development of autonomous employees requires animproved work environment. We are working on suchmatters as providing information to facilitate logicalthinking, creating a corporate culture that encourages
taking on challenges, establishing an appraisal system thatrewards tangible results, developing measures to assist in
creating ideas, and creating a mechanism to assist in
self-improvement. These initiatives, coupled with theindividual values of employees, will generate diverse ideas
and lead to a respect for diversity that we promote.

Office Reforms
Transforming Offices from Workspaces toPlaces of Rest and Healing
We are creating a more comfortable work environment, inorder to increase the engagement of our employees.
Remote work has become increasingly popular since
the spread of COVID-19. However, while remote working
is free from burdens related to commuting and allows
one to work flexibly, we have identified increased
occasions for employees to feel stressed, such as
insufficient consultation and communication on work,
difficulty in switching between work and private life, andlack of change in the scenery because one stays at home
for a significantly longer period of time. This has led to theopportunity to review the value of offices. Consequently,
we believe that the office needs to perform the function of
a communication and rest platform more than ever.
We are renewing the offices of each business under
the concept of “a place to rest and heal.” In order toactivate communication among employees, which islacking with remote working, we have increased the
proportion of open spaces and refreshment spaces, such

TOPICS
Incentive System
for Employee Stock
Ownership Plan

as cafés and sofa-style living rooms, and have kept officespaces to a minimum. We have eliminated the factors thatfix where and when employees work by introducing aflexible working hours system in addition to a freeaddress system. Furthermore, we have introduced a cloudsystem and installed multiple monitors to remotelyconnect with our offices across the country to enable
close communication without being restricted bydistance. We have also created an environment in which
individual achievements can be visualized and evaluatedfairly, even if workstyles change. Open spaces and asmall, modern Japanese-style room have been set up for
casual exchanges of ideas, creating an office where
flexible ideas can emerge without being restricted byconventional thinking.

Since April 2021, we have raised the incentive amount for stock purchase through theemployee stock ownership plan from 5% to 10%. We support the asset formation of
employees through the employee stock ownership plan, and at the same time, we aim toenhance the engagement of employees by having them hold Company stock. We believe it isvital that employees and the Company are aligned in the same direction for the sake ofrespecting individual values and improving corporate value. We are promoting initiatives sothat the success of the Company translates into the happiness of employees.

Human Resource Investment
The Company actively invests in human resources based ona people-oriented Management Philosophy. With the
purpose of improving skills and reskilling our employees,
we are not only implementing various training programs andenhancing our education system, but are also implementing
initiatives to maximize employee performance, such as
introducing our own incentive system.

Refresh Leave System

Training and Education System

We have introduced various leave systems as part of ourefforts to create an environment in which employees wantto keep working at the Company. The refresh leave systemallows employees who have been with the Company for
four years or longer to take up to four weeks of vacation,from their birthday, which is a milestone. Employees aged
25, 35, 45, and 55 will receive a week off including theirbirthday as “Refresh 5,” while those aged 30, 40, 50, and60 will receive one to four weeks off from their birthday as“Refresh 10.” Employees taking Refresh 10 will also
receive an allowance if they travel during that period.

The Company provides training in accordance with each
employee’s career plan, including new employee training,
follow-up training for young employees, and training for
new managers. In addition, we have a variety of measures
to assist the growth of our employees, such as skill
improvement projects and a mentor system initiated byyoung employees.

the goals they have set for themselves. From the fiscal
year ended March 31, 2023, we have started a DX
incentive system with the aim of accelerating DX
promotion within the Company, and we will provide
incentives based on the evaluation of efforts towardtargets. In the fiscal year ending March 31, 2024, we will
increase our DX incentives, with the aim of further
promoting DX and developing DX human resources.
FY Ended
March 31, 2022

FY Ended
March 31, 2023

DX incentives

FY EndingMarch 31, 2024

DX incentives

Incentives

Incentives

Incentives

Regular bonuses

Regular bonuses

Regular bonuses

Incentive System
The Company has introduced an incentive system that isdifferent from regular bonuses. We provide incentives
according to the degree to which each employee achieves

TAKAMIYA Report 2023

43

Initiatives to Achieve Value Creation

Initiatives to Achieve Value Creation

Environment

SafetyWhen we founded the business, the majority of scaffolding used at construction sites in Japan was

Basic
Approachmade of wood. The idea of a rental business came about from our thoughts on how we can utilize
wooden scaffolding, which is normally disposed after being used several times. Our start to the

At construction sites, our basic concept is safety first. Safety is given top priority in the development

Basic
Approachrental business was triggered by the import of steel scaffolding from abroad. The Group’s underlying

and manufacturing process of products that are used on-site. We support the foundation of social life
by ensuring quality, value, and safety in each process from product development and manufacturing
to usage.

ideal is to use limited resources effectively and help realize a sustainable society.

Initiatives for the Improvement of Safety
Supporting Infrastructure
Our products contribute to the development of
infrastructure. In order to continue using aging
infrastructure, it is necessary to perform regular
maintenance. We provide a lineup of products that can beused for maintenance and repair work on buildings,
highways, bridges, etc.
In addition, we also have a lineup of products thatminimize damage to infrastructure caused by natural
disasters, such as building materials with earthquake
resistance and damping functions, and Tiger Dam waterbags, a flood prevention system that does not require theuse of sandbags and is suitable for preventing flooding
from torrential downpours caused by the occurrence oflarge typhoons and linear rainbands.

along with the weight reduction. The number of vehicles
used for transportation can be reduced by approximately
30%, which contributes to the reduction in greenhousegas emissions.

Equipment BasesWith Equipment Bases, we strive to reduce greenhousegas emissions that are generated during the shipping
process, such as when loading products onto vehicles. At
conventional equipment storage sites, it takes up to a
maximum of two hours to complete loading procedures.
At some Equipment Bases, by installing fast lanes thatallow priority loading and introducing truck scales, loading
times can be shortened to roughly 30 minutes, thereby
reducing greenhouse gas emissions from vehicles that are
waiting to be loaded. In addition, with Equipment Bases
we have introduced electric forklifts that do not rely on
fossil fuels, as well as solar power generation installed
within the facility, enabling self-production and selfconsumption of electricity.

Our Own Quality Control Standard
A certain quality control standard formulated by the industry
applies to temporary equipment provided in the rental
business. In addition to following the quality control standardof the industry, we adopt and operate our own quality
control standard that is a level higher than the industry
standard. We also regularly conduct performance tests bya third-party organization and strive to control the qualityof our temporary equipment with the goal of preventing
product-related problems, thereby always providing ourcustomers with safe and reliable equipment.

Thoroughly Implement Safe Installation
We consider on-site safety to be an important element ofquality just like product quality. At scaffolding installationsites we manage, we set our safety control indicators, andprovide high-quality construction with the goal of zeroaccidents based on thorough safety control.
In addition, to improve safety awareness, we conduct
scaffolding safety and health workshops as well as
legally mandated education for our employees andcustomers. Our training programs allow participants toacquire not only basic knowledge in the use of scaffolding,but also specialized knowledge.
Number of Education Courses Implemented
in the Fiscal Year Ended March 31, 2023
4 special education courses such as scaffolding assembly
7 courses on special education on full-harness type fall prevention equipment
3 training courses for foremen and health and safety managers
1 course on training to improve the ability (such as in scaffolding assembly) of work chiefs
1 course on special education on slinging operations
3 courses on special education on oxygen deficient/hydrogen sulfide hazardous work
2 courses on special education for workers handling asbestos

Initiatives to Achieve Value Creation

Trust of Customers

Photovoltaic-Related Products

Reducing Greenhouse Gas Emissions
Iq System Next-Generation Scaffolding
Compared to conventional scaffolds, the Iq System ismore efficient in terms of loading and transportation,
thereby enabling transport using fewer vehicles andreduction of greenhouse gas emissions. Lightweighthigh-tensile steel pipes are used as the material for the
support columns, enabling a weight reduction of up to 2
kg per column. It also saves storage area space by 50%,
significantly increasing the loading capacity of trucks

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TAKAMIYA Report 2023

We promote power generation with renewable energy by
manufacturing and selling photo-voltaic related products.
We manufacture solar panel installation frames using themetalworking technologies we have cultivated through thedevelopment of temporary equipment. The cumulative
contract record for POGERO, a next-generation solar
carport that can generate electricity from sunlight, has
exceeded 4,428 kW(12,059 panels, parking
for 1,536 vehicles) on aDC (direct current)
installation capacity
basis. This product canbe installed at parking
spaces where it would
be difficult to installsolar panels.

Staying worthy of the trust of customers is the most important theme of the Company. Customer

Basic
Approachneeds are becoming sophisticated day by day in such aspects as safety, efficiency, and response to
DX in construction. In order to satisfy these needs, we provide services from our platform. We
continue to improve and evolve our platform and aim to be a company that is always chosen by ourcustomers based on the relationships of trust gained through these efforts.

Initiatives to Earn the Trust of Customers
Joint Product Development
We receive inquiries on products and services every day.
Feedback received through the Sales & Marketing Division
is shared with related departments in the Company, andreflected in the process of improving our products andservices. Some customers bring us requests and ask for
consultation related to the development and improvementof products. In order to materialize customer requests, theSales & Marketing Division implements interviews indetail to unearth information including the background of
requesting development, key attributes required for the
products, and preferred prices, and shares this information
with the Product Development Division to reflect inproduct design. We pursue the commercialization of
products through repeated dialogue with customers, withparticipation by the Product Development Division. In theprocess, we also make related proposals to our customers
regarding easy-to-stow or easy-to-handle features, packing
style in transportation, and mass production for supply as
rental products.

Visualization of Equipment Management
At the Equipment Base attached to Takamiya Lab. West,
we have installed truck scales to manage shipment returndata as they enter and exit the facility, in order to reduce
unloading errors. In addition, significantly more cameras
have been installed than at a typical Equipment Base, andwe accumulate evidence regarding the number of
personnel, management, acceptance inspections, andmaintenance, and conduct issue and data analysis toprevent human error and increase reliability.
TAKAMIYA Report 2023

45

Initiatives to Achieve Value Creation

Dialogue between Outside Directors

Mr. Sakatani: Of course, governance will not function
properly if top management acts arbitrarily on their own
authority. However, President Takamiya calls on eachdirector to have an even stronger commitment tomanagement, and listens earnestly to the opinions ofoutside directors and Audit and Supervisory Committee
members. Since my appointment as a corporate auditor, I
have spoken freely about the appropriateness and issuesof the Company’s governance and business strategies. Aslong as a free and open corporate culture is not lost, I
believe Takamiya’s governance will continue to be effective.

Outside Director(Audit and Supervisory
Committee Member)

Yoshihiro Sakatani

Outside Director(Audit and Supervisory
Committee Member)

Sachie Kato

Outside Director(Audit and Supervisory
Committee Member)

Teiji Joko

We will support Takamiya’s sustainable growth while
fulfilling management oversight and supervision functions.
In June 2022, Takamiya transitioned to a Company with an Audit and Supervisory Committee. Under this new
structure, the Company is currently working to improve the effectiveness of governance and implement
management strategies from a medium- to long-term perspective. In this discussion, three outside directors (Audit
and Supervisory Committee members), Yoshihiro Sakatani, Teiji Joko, and Sachie Kato, held an open exchange of
opinions on Takamiya’s management structure and growth strategy.

Looking back since taking up our posts
Mr. Sakatani: Since June 2022, all three of us have played
a role in Takamiya’s management as outside directors(Audit and Supervisory Committee members). I have beena corporate auditor since 2005, while Mr. Joko has been a
corporate auditor since 2017. Ms. Kato joined Takamiya’s
management as an outside director (Audit and Supervisory
Committee member) in June 2022. Today, I would like tohave an open exchange of opinions on Takamiya’s
governance and growth strategies based on the initiatives
undertaken since we took up our posts.

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TAKAMIYA Report 2023

Mr. Joko: In June 2022, Takamiya transitioned from a
Company with a Board of Corporate Auditors to a
Company with an Audit and Supervisory Committee.
However, I do not think there has been any significant
change in the actual state of governance since thetransition. The Takamiya Group operates under the strong
leadership of Representative Director, President andChairman Kazumasa Takamiya (hereinafter, “President
Takamiya”), with all information being gathered byPresident Takamiya. I believe that most corporate
governance issues arise from the failure to share andcommunicate information properly. From this perspective,
we can say that governance is fully effective at Takamiya.

Ms. Kato: I have only been serving as an Audit andSupervisory Committee member for about a year. As such,
I am currently working to deepen my understanding of thecurrent state and issues of the Company. With regards to
Takamiya’s governance system, as Mr. Joko stated, I havethe impression that President Takamiya is making swift
and appropriate decisions. However, based on myexperience as a director and a corporate auditor at several
other companies, I feel that there are many issues thatneed to be addressed going forward, such as exchanging
opinions on the development and selection of President
Takamiya’s successor, and developing closer communication
between directors and Audit and Supervisory Committee
members and each division within the Company.

management to each and every worker at our worksites,
share the Company’s vision and strategies and work to
expand the platform business, a new growth driver.
Ms. Kato: When I was approached about becoming an
outside director (Audit and Supervisory Committee
member), I had the opportunity to speak directly with
President Takamiya. I vividly remember President Takamiya
speaking passionately about the future potential of the
Takamiya Platform. One of the most important
requirements for a company to fulfill its mission is that top
management has a clear vision and presents it throughout
the company in an easy-to-understand manner. I believethat Takamiya will be able to pioneer a new stage of
growth if all employees working within the Group fully
accept President Takamiya’s view and work together
toward achieving their goals.
Mr. Sakatani: As you pointed out, a key to achieving
medium- to long-term growth is how to unify theawareness of employees and how to collect theCompany’s management resources. Human resources are
the source of a company’s growth potential. In order todrastically reform its business structure and earnings
structure, the Company needs to fundamentally change
the awareness of employees, including their understandingof changes in the business environment.

Takamiya’s medium- to long-term visionand growth strategy
Mr. Sakatani: Because outside directors (Audit andSupervisory Committee members) have voting rights onimportant management issues, it is necessary for us tocarry out our duties with a greater sense of responsibility
and mission than ever before. Going forward, we shallhave a deeper discussion about the successor issue andthe strengthening of cooperation between management
and the executive side that Ms. Kato has pointed out.
Now, could you both tell us about your perspectives andviews toward Takamiya’s medium- to long-term growthstrategy?
Mr. Joko: I believe that a business model transformation
is essential for Takamiya to continue achieving sustainablegrowth going forward, and that market penetration of thehigh-value-added Takamiya Platform is needed as a step
toward achieving this. I think we will be able to establish astronger earnings base by having all employees, from

TAKAMIYA Report 2023

47

Dialogue between Outside Directors

Mr. Joko: I believe that the Takamiya Platform is extremely
important and an appropriate concept for Takamiya‘s value
creation. The challenge the Company faces going forward
is laying the foundation to make this new business visiona reality. The Company needs to build and strengthen its
infrastructure in order to actively develop the platformbusiness, including securing and training personnel andimplementing R&D in the automation field.
Ms. Kato: As both of you have mentioned, the enhancementof human resources, technology, intellectual property, anddigital transformation (DX) is essential to achieving
sustainable growth. I would like to keep an eye on
Takamiya’s efforts on this front to see how the Company
handles these issues and how it leverages them to develop
new businesses.

Contribution to the sustainability ofthe environment and industrial society
Mr. Sakatani: From a medium- to long-term view,contributing to the sustainability of the environment andto the industry and society will also become an importantmanagement theme. Takamiya’s greatest contribution tosociety is the provision of optimal solutions to various
issues in industrial society through its core businesses,
such as the temporary equipment-related business andagriculture businesses. I also believe that the expansion of
new services that combine hardware and software, as

well as efforts to save manpower and labor throughdigitalization, will increase the productivity of various
industries and, as a result, lead to energy conservation
and a reduction in environmental impact.
Mr. Joko: I agree. In order for the Company’s contributions
to sustainability to be effective to a certain degree, I
believe a certain level of corporate scale is needed. By
expanding its operations through its own efforts, Takamiya
will also expand the social value that it can provide. I
believe that the Company can contribute to the realizationof a more prosperous society by developing newtechnologies that contribute to reducing labor andconserving energy, as well as by steadily promoting
workstyle reforms and office reforms, which are the basic
policies set forth in the Medium-Term Management Plan.
Ms. Kato: I strongly feel that President Takamiya’s
management stance encompasses society at large.
Considering what Takamiya can do to provide greater
benefits to society as a whole is at the core of management
judgment and decision-making. I would also like toemphasize Takamiya’s focus on promoting diversity with a
focal point on supporting diverse human resources taking
a more active role, and on fostering an open and faircorporate culture.
Mr. Sakatani: Another one of Takamiya’s strengths is thehigh level of transparency in management. In companies
where a president and owner demonstrates strong
leadership, there are cases where the stance towardreflecting the ideas of stakeholders into management
and company operations has weakened. However,Takamiya is committed to providing information to its
stakeholders in a timely and accurate manner, and is
striving to establish a highly transparent governancesystem. As there is currently strong demand for privatecompanies to fulfill their social responsibilities, I think
Takamiya’s stakeholder-focused management will prove to
be a major strength.
Mr. Joko: I believe that the transparent management bothof you mentioned will also lead to appropriate valuations
by the capital market. Takamiya was originally a nichebusiness entity, and temporary equipment, its main
product, is not familiar to the general public. I think
disseminating its medium- to long-term vision, growthstrategies, and initiatives for creating social value throughappropriate information disclosure is an effective method

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TAKAMIYA Report 2023

to boost investors’ interest and enhance their understandingof Takamiya.
Ms. Kato: While investors already understand that
Takamiya is not just a “scaffolding provider,” I think its
attempts at company reforms centered on transformation,
innovation of the Takamiya Platform, and its influence on
industrial society have not yet been fully communicated. I
think the Company needs to fully utilize a variety of media,
including financial results briefings, integrated reports, andits website, to further exhibit Takamiya’s future potential.

Working toward further evolution of
the Takamiya GroupMr. Sakatani: Even before ESG management started
gaining attention, Takamiya had achieved steady growth
while focusing on business development with anemphasis on safety, environment, and workability, and theenhancement of its governance structure. Moreover, in
recent years, under President Takamiya’s policies toallocate more funds to human resource development
rather than to expanding its lineup of materials, we havecontinued to strengthen human capital, a crucial
foundation in achieving company growth. These efforts
have resulted in further improvement in the employee
retention rate and fostered a more broad-minded andopen corporate culture in these few years.
Mr. Joko: Takamiya is currently breaking away from its old
image of being a scaffolding company that supports theconstruction industry, and is establishing a reputation as
an advanced corporate group that offers unique value
proposals to industrial society. Employees share theCompany’s new corporate vision, strategies, and goals,
while also taking pride in their daily duties. This has led toa stronger sense of unity throughout the organization.
Mr. Sakatani: Hearing the opinions of both of you has
further clarified Takamiya’s competitive edge as well as its
management issues that need to be addressed more
quickly. Finally, I would like to ask you about yourambitions for the future, including Takamiya’s future
prospects. As for myself, I believe that the most importantrole of outside directors and Audit and Supervisory
Committee members is to thoroughly supervise whether
top management’s decision-making is appropriate. The
decisions of top management have a significant impact on

the success of growth strategies and on earnings
performance, especially for companies like Takamiya thatare operating under exceptional leaders. I will continue tosupport Takamiya going forward while working to improvethe effectiveness of its governance.
Mr. Joko: I will leave the formulation and implementationof specific business initiatives to the executive officers
with deep knowledge of the market and Takamiya’s
products and services. My role is to check at major turning
points, such as the execution of large-scale investment
projects and business model reforms, whether the
direction of the Company is in the interests of stakeholders.
I will keep an eye on industry trends as well as economic
and social trends on a daily basis so that I can provide
appropriate advice in such cases.
Ms. Kato: Under the Medium-Term Management Plan
that was launched in May 2021, Takamiya has carried out
various initiatives related to the enhancement of its
business structure and steadily produced results.
Meanwhile, there are also issues that need to be addressed,
such as the active promotion of diverse human resources
to managerial and executive positions, the development of
personnel who will be responsible for implementing DX,
and the establishment of a new department that willcomprehensively oversee the Company’s strategies. As an
Outside Director (Audit and Supervisory Committee
member), I have high expectations for Takamiya’s future
initiatives, and I will supervise and monitor them closely.

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49

Initiatives to Achieve Value Creation

Directors, Audit and Supervisory Committee Members,
and Executive Officers
Directors and Audit and Supervisory Committee Members

Name

Kazumasa Takamiya Akiyoshi Takamiya

Representative Director,
President and Chairman

Position

Representative Director,
Executive Vice President
Division General Manager
of Takamiya Lab. Division

Mar. 1992 Joined the Company
Nov. 1995 Director and General Manager
of Build Techno Rental
Department
Jun. 1997 Executive Director and Division
General Manager of Build
Techno Rental DivisionJun. 2000 Director and Executive
Vice President
Jan. 2001 Representative Director andExecutive Vice President
Jun. 2002 President andRepresentative Director
Jun. 2017 Representative Director,
President and Chairman(current position)
Jun. 2019 Supervisor of Scaffolding
Management Division(current position)
Apr. 2021 Supervisor of ProductDevelopment Division(current position)

Mar. 1995 Joined the Company
Jun. 1997 Director and General Manager
of Standby Multimedia
Business Department andRetail Marketing Department
Jun. 2000 Director and Senior General
Manager of Management
Division
Jun. 2001 Executive Director, General
Manager of Finance
Department and Supervisorof Management DivisionJun. 2002 Director and Executive Vice
President, General Manager
of Finance Department andSupervisor of Management
Division
Jun. 2005 Executive Vice President,
Executive Officer andSupervisor of Administrative
Division
Apr. 2006 Representative Director andExecutive Vice President
Apr. 2012 Representative Director andPresident of Hory Corporation
Jun. 2012 Director and Executive Vice
President of the Company
Jun. 2016 Representative Director andExecutive Vice President(current position)
Apr. 2019 Supervisor of Sales &Marketing Division andSupervisor of ProductDevelopment Division(current position)
May 2020 President andRepresentative Director of
TOTAL TOSHISEIBI Co., Ltd.
Apr. 2021 Supervisor of Scaffolding
Management Division of
the Company (current position)
Apr. 2022 Division General Manager
of Takamiya Lab. Division(current position)——

Careersummary(Significant concurrent positions
outside the Company)

Tsutomu Abe

Hideki Yasuda

Yuki Mukaiyama

Tomoya Tatsumi

Kazunori Kawakami

Kouji Shimokawa

Noboru Furuichi

Yasushi Shimizu

Yoshihiro Sakatani

Teiji Joko

Sachie Kato

Director and Senior Managing
Executive Officer

Director and Managing
Executive Officer
Division General Manager ofCorporate Strategy Division
and Deputy Division General
Manager ofTakamiya Lab. Division

Director and Executive Officer
Division General Manager of
Manufacturing Division and
Deputy Division General
Manager ofTakamiya Lab. Division

Director and Executive Officer
Division General Manager ofBusiness Management
Division and Deputy Division
General Manager
of Takamiya Lab. Division

Director and Executive Officer
Division General Manager ofSales & Marketing Division
and Deputy Division General
Manager ofTakamiya Lab. Division

Outside Director

Outside Director

Director(Full-Time Audit
and Supervisory
Committee Member)

Outside Director(Audit and Supervisory
Committee Member)

Outside Director(Audit and Supervisory
Committee Member)

Outside Director(Audit and Supervisory
Committee Member)

Apr. 1990 Joined the Company
Apr. 2005 General Manager ofTokyo Branch
Jun. 2005 Executive Officer and General
Manager of Tokyo Branch
Feb. 2010 Executive Officer and General
Manager of Scaffolding
Construction Department
May 2013 President and Representative
Director of ECOTRY Co., Ltd.
(current position)
Apr. 2016 Senior Executive Officer,
Deputy Division General
Manager of Sales & Marketing
Division and General Manager
of Scaffolding Construction
Department
Apr. 2021 Senior Executive Officer,
Regional Manager of Sales &Marketing Division, General
Manager of Scaffolding
Construction Department andGeneral Manager ofTokyo Branch
Apr. 2022 Division General Manager ofSales & Marketing Division and
Deputy Division General
Manager of Takamiya Lab.
Division (current position)
May 2022 Director of AOMORI ATOM Co.,
Ltd. (current position)
Director of HIRAMATSU Co., Ltd.
(current position)
Director of Nakaya Kizai Co., Ltd.
(current position)
Jun. 2022 Director and Executive Officer,
Division General Manager ofSales & Marketing Division and
Deputy Division General
Manager of Takamiya Lab.
Division (current position)
Oct. 2022 Director of TOTAL TOSHISEIBI
Co., Ltd. (current position)
Apr. 2023 Director and Executive Officer,
Regional Manager of Sales &Marketing Division, General
Manager of Scaffolding
Construction Department andGeneral Manager of Sales
Force Department of theCompany (current position)

Apr. 1985 Joined The Fuji Bank, Limited(currently Mizuho Bank, Ltd.)
Aug. 1996 Established Shimokawa
Accounting Office (currently
Shimokawa & Partners
Accounting Corporation)
Feb. 2002 Representative Director of
Shimokawa Accounting Office(currently Shimokawa &Partners Accounting
Corporation)
Jun. 2002 Corporate Auditor of
the Company
Jun. 2005 Director (current position)
Dec. 2005 President of GLOBALCORPORATE CONSULTING,
INC.
Apr. 2007 President of GLOBAL HUMAN
COMMUNICATIONS, INC.
Apr. 2016 Representative Partner of
Shimokawa & Partners
Accounting Corporation(current position)
Sep. 2017 Chairman of the Board of
GLOBAL CORPORATECONSULTING, INC.
(current position)
Jun. 2018 Director of Mitsuboshi Co., Ltd.

Apr. 1972 Joined New Japan Securities(currently Mizuho Securities
Co., Ltd.)May 1997 General Manager of Corporate
Planning Department
Apr. 2000 Executive Officer and General
Manager of Fukuoka Branch
May 2002 Managing Executive Officer incharge of Investment Banking
Department I, II
Apr. 2005 Senior Managing Executive
Officer, General Manager of
Osaka Corporation Divisionand in charge of West JapanIB Sales Department
May 2007 Representative Director
and President of Shinko
Investment Co., Ltd.
Feb. 2008 Representative Director
and President of Neostella
Capital Co., Ltd.
Jun. 2009 Advisor of Shinko Securities
Business Services Co., Ltd.
Jun. 2010 Audit & Supervisory Board
Member of NICHIA STEELWORKS, LTD.
Jun. 2017 Director of the Company(current position)

Mar. 1988 Joined the Company
Apr. 2017 General Manager ofInformation Systems
Department, Business
Management DivisionJun. 2020 Corporate Auditor
Jun. 2022 Director (Full-Time Audit andSupervisory Committee
Member) (current position)

Oct. 1979 Joined Nisshin Audit
Corporation (currently Ernst &Young ShinNihon LLC)
Jun. 2004 President and Representative
Director of Japan Management
Consulting K.K.
(current position)
Jul. 2004 Corporate Auditor of PressanceCorporation Co., Ltd.
Jun. 2005 Corporate Auditor of
the Company
Feb. 2006 Auditor of KITAKEI CO., LTD.
(current position)
Nov. 2010 Corporate Auditor of
Watts Co., Ltd.
Mar. 2011 Corporate Auditor of SHO-BI
Corporation (currently
SHOBIDO Corporation)
Jun. 2015 Director (Audit and Supervisory
Committee Member) of
Pressance Corporation Co., Ltd.
(current position)
Nov. 2015 Director (Audit and Supervisory
Committee Member) of Watts
Co., Ltd. (current position)
Dec. 2015 Director (Audit and Supervisory
Committee Member) of SHO-BI
Corporation (currently SHOBIDO
Corporation) (current position)
Mar. 2022 Director (Audit & Supervisory
Committee Member)of KURIYAMA HOLDINGSCORPORATION (current
position)
Jun. 2022 Director (Audit and Supervisory
Committee Member) of theCompany (current position)

Apr. 1993 Registered as Attorney-at-law(Osaka Bar Association)
Apr. 1993 Joined Yodoyabashi LPC(currently Yodoyabashi &Yamagami LPC)
Jun. 2001 Outside Corporate Auditorof G-7 HOLDINGS Inc.
(current position)
Mar. 2016 Outside Corporate Auditorof Onamba Co., Ltd.
(current position)
Jun. 2017 Corporate Auditor of
the Company
Dec. 2019 Director of HIMENO GUMI
(current position)
Nov. 2020 Corporate Auditor of
AKITA FOODS CO., LTD.
(current position)
Jun. 2022 Director and Audit andSupervisory Committee
Member of the Company(current position)

Apr. 1969 Joined the Legal Training andResearch Institute of Japan of
the Supreme Court of Japan
Apr. 1971 Appointed as Public Prosecutor(Tokyo District Public
Prosecutors Office andFukushima District Public
Prosecutors Office)May 1974 Registered with Osaka Bar
Association
Mar. 1983 Joined Chumu Sogo Law Office(currently Chuo Sogo Law
Office, P.C.)
Apr. 2014 Corporate Auditor of DyDo
DRINCO, Inc. (currently
DyDo Group Holdings, Inc.)(current position)
Jun. 2015 Director of YAMAZENCORPORATION
Jun. 2015 Director of HISAKAWORKS, LTD.
Jun. 2016 Director (Audit and Supervisory
Committee Member) of
YAMAZEN CORPORATION
Apr. 2017 Corporate Auditor of DyDo
GROUP HOLDINGS, INC.
(current position)
Jun. 2022 Director and Audit andSupervisory Committee
Member of the Company(current position)

Representative Partner of
Shimokawa & Partners
Accounting Corporation——

Mar. 1991 Joined the Company
Jun. 2005 Executive Officer and General
Manager of Sales & Marketing
Department II, Sales &Marketing Division
Oct. 2008 Representative Director
and President of
AOMORI ATOM Co., Ltd.
Feb. 2010 Executive Officer and Division
General Manager of Sales &Marketing Division of
the Company
Jun. 2010 Director (current position)
May 2013 Director of
HIRAMATSU Co., Ltd.
Apr. 2014 Director of ASAHI KOUGYOU
Co., Ltd. (currently TOTALTOSHISEIBI Co., Ltd.)May 2021 Representative Director andChairman of AOMORI ATOM
Co., Ltd. (current position)
Apr. 2022 Senior Managing Executive
Officer of the Company(current position)

Mar. 1990 Joined the Company
Apr. 2008 Executive Officer and General
Manager of Finance &Accounting Department
Feb. 2010 Executive Officer and General
Manager of Corporate
Planning Department
May 2011 Corporate Auditor of IWATA
Co., Ltd. (current position)
May 2011 Corporate Auditor of
HIRAMATSU Co., Ltd.
(current position)
Jun. 2011 Director of the Company(current position)
Jun. 2015 Managing Executive Officer andGeneral Manager of Corporate
Planning Department of
the Company
Apr. 2017 Managing Executive Officer andDivision General Manager ofBusiness Management Division
Apr. 2021 Managing Executive Officer andDivision General Manager ofCorporate Strategy Division(current position)
Apr. 2022 Deputy Division General
Manager of Takamiya Lab.
Division and Supervisor of
Logistics Department
Preparation Office(current position)
Sep. 2022 Division General Manager ofOverseas Business Division of
the Company
Oct. 2022 Director of
DIMENSION-ALL INC.
(current position)
Apr. 2023 Supervisor of Overseas
Business Division(current position)

Mar. 1993 Joined the Company
Apr. 2013 Executive Officer and General
Manager of Business
Development Department
Apr. 2015 Executive Officer and Division
General Manager of Business
Development Division of
the Company
Jun. 2015 Director (current position)
Apr. 2019 Executive Officer and Division
General Manager of Overseas
Business Division of theCompany Supervisor of
Business Development
Division and Global
Procurement Division
Apr. 2020 Executive Officer andSupervisor of Overseas
Business Division and Business
Development Division
Executive Officer andSupervisor of Global
Procurement Division
Apr. 2021 Executive Officer and Division
General Manager of
Manufacturing Division andSupervisor of Global
Procurement Division
Apr. 2022 Deputy Division General
Manager of Takamiya Lab.
Division (current position)
Jun. 2022 Division General Manager of
Global Procurement Division
Apr. 2023 Executive Officer and Division
General Manager of
Manufacturing Division(current position)

Jul. 1995 Joined the Company
Jun. 2013 General Manager of Finance& Accounting Department
Mar. 2016 Director of IWATA Co., Ltd.
(current position)
Apr. 2017 Executive Officer of
the Company
Jun. 2017 Corporate Auditor of Hory
Korea Co., Ltd. (current position)
Jan. 2018 Corporate Auditor of CadianCo., Ltd. (current position)
May 2018 Corporate Auditor of Nakaya
Kizai Co., Ltd. (current position)
May 2019 Corporate Auditor of TOTALTOSHISEIBI Co., Ltd.
(current position)
Corporate Auditor of
AOMORI ATOM Co., Ltd.
(current position)
May 2020 Corporate Auditor of ECO-TRY
Co., Ltd. (current position)
Apr. 2021 Senior Executive Officer andDivision General Manager ofBusiness Management
Division of the Company
Jun. 2021 Director, Executive Officer andDivision General Manager ofBusiness Management Division(current position)
Apr. 2022 Deputy Division General
Manager of Takamiya Lab.
Division (current position)
May 2022 Corporate Auditor of Yame
Kaisei Co., Ltd.
(current position)

—

—

—

Representative Director andChairman of AOMORIATOM Co., Ltd.

President and Representative
Director of ECO-TRY Co., Ltd.

President and Representative
Director of Japan Management
Consulting K.K.

Representative Partner of
Yodoyabashi & Yamagami LPC

Representative Partner ofProfessional Corporation,
Chuo Sogo Law Office

Corporate
management
Sales andmarketing

Skills matrix

Engineering andmanufacturing
Global operations
Finance andaccounting
Legal affairs andrisk management
Experience inother industries
DX
Sustainability

Executive Officers

50

Takahiro Shozaki

Takashi Masuno

Hiroyuki Okamoto

Hidehiko Yamashita

Takashi Nagumo

Mitsunori Yamato

Tetsuya Aoki

Hiroshi Koda

Shinri Ueda

Takashi Kawabata

Eizo Aihara

Senior Executive Officer
General Manager of Sales &Marketing Planning Department,
Sales & Marketing Division

Senior Executive Officer
General Manager of Global
Production Engineering Department,
Manufacturing Division

Senior Executive Officer
Division General Manager of Overseas
Business Division and Deputy Division
General Manager of Takamiya Lab.
Division, General Manager of
Agribusiness Development Department,
Corporate Strategy Division

Executive Officer
General Manager of Sales Department,
Sales & Marketing Division

Executive Officer
Division General Manager of ProductDevelopment Division, Deputy Division
General Manager of Takamiya Lab.
Division, General Manager ofTechnology Development Center
Preparation Office

Executive Officer
Division General Manager of Scaffolding
Management Division, Deputy Division
General Manager of Takamiya Lab.
Division and General Manager ofScaffolding Yard Operating Department
and Scaffolding Purchasing Department

Executive Officer
Regional Manager of Sales & Marketing
Division and General Manager ofTokyo Branch and Supervisor of
Business Development Division

Executive Officer
General Manager of Manufacturing
Division and Global Procurement
Division of Vietnam Factory
General Manager

Executive Officer
General Manager of Global Quality
Assurance Department,
Manufacturing Division

Executive Officer
General Manager of Corporate
Planning Department,
Corporate Strategy Division andGeneral Manager of PR & IR Department

Executive Officer
General Manager of HR Department,
Business Management Division

TAKAMIYA Report 2023

TAKAMIYA Report 2023

51

Initiatives to Achieve Value Creation

Corporate Governance
The Takamiya Group believes that the basic foundation for sound corporate governance centers on thoroughly enforcing
compliance, ensuring the transparency and efficiency of management, and working to maximize corporate value for all

Basic
Approach

Audit and Supervisory Committee (FY Ended March 31, 2023)
1. Independent directors 2. The Company transitioned to a Company with an Audit and Supervisory Committee on June 23, 2022.
3. The total includes the number of meetings of the Board of Corporate Auditors (four times).

stakeholders, including shareholders and investors. With the stable supply of safe, high-value-added temporary
equipment as our base axis, we will conduct high-quality corporate activities, and focus on efforts to improve the

Number of members: 4 (of which, outside directors who are Audit and Supervisory Committee members: 3)

status of the industry, not just for the development of our own group, but for the benefit of customers and the industry
as a whole. We will build a temporary equipment industry that is clearly recognized for its excellence by both the1

1

Board of Corporate Auditors
and Audit and Supervisory
Committee number of meetings

1

general public and investors, and aim for sustainable development in a highly transparent business environment.

Ordinary:

Takamiya’s Corporate Governance System

be made while incorporating diverse viewpoints, as well as
appropriate supervision over the Company’s managementfrom the objective positions of the outside directors.
The Company has also introduced an executive officer
system, under which executive officers are appointed
separately from directors who are elected in accordancewith the Companies Act. The Company believes that thiswill enable business operations determined by the Board of
Directors to be executed in a prompt and efficient manner.
The Company’s Board of Directors consists of 13
Directors of outstanding character, possessing insight,
capabilities, abundant experience, and high ethicalstandards. Factors such as expertise in management, sales
and marketing, technology, overseas business, finance andaccounting, and law, as well as diverse backgrounds andexperience, were taken into consideration when selecting
members of the Board of Directors. We recognize that
securing human resources with an emphasis on diversity,
such as appointing female directors, is our ongoing task.

To strengthen the supervisory function of the Board of
Directors and realize highly transparent management,
thereby building a system that can better meet the
expectations of domestic and overseas stakeholders, theCompany, with the approval of the 54th Ordinary General
Meeting of Shareholders held on June 23, 2022, made thenecessary changes to its Articles of Incorporation andtransitioned to a Company with an Audit and Supervisory
Committee. The Company has in place a system underwhich the Board of Directors provides strategic guidance
and management supervision and the Audit andSupervisory Committee audits directors’ execution of duties
by attending and giving their opinions at various important
meetings, such as those of the Board of Directors. The
Board of Directors makes decisions on importantmanagerial matters and supervises the execution of duties
by directors. In addition, by appointing outside directors, wehave created a system that enables important decisions to
Corporate Governance System (As of June 23, 2023)

General Meeting of Shareholders
Appointment/Dismissal

Appointment/Dismissal

Appointment/Dismissal

Audit and Supervisory Committee

Audit/
Supervision

Board of Directors
Directors

Directors who are Audit andSupervisory Committee members
Cooperation

Cooperation

Report(excluding directors who are Audit andSupervisory Committee members)

Selection/Dismissal/
Supervision

ReportInternal Audit Office

Recommendation

Nomination
andCompensation
Committee

Management
anddecision-making

Supervision

Audit

Supervision

Business
execution

Business divisions

Cooperation

Cooperation

Audit

Affiliated subsidiaries

Accounting audit

Board of Directors (FY Ended March 31, 2023)
1. Independent Directors 2. The Company transitioned to a Company with an Audit and Supervisory Committee on June 23, 2022.

Number of members: 13 [of which, outside directors: 5]
1

1

1

1

Number of meetings

Attendance rate2

1

Directors
Ordinary:

17 Extraordinary: 5

99%

Corporate
auditors

85%

The Board of Directors is comprised of Representative Director, President and Chairman Kazumasa Takamiya, six inside directors, two outside directors, and four directors who are Audit and Supervisory
Committee members for a total of 13 members, with terms of office of one year for directors who are not Audit and Supervisory Committee members in order to ensure flexible, responsive corporate
management. In addition to the monthly regular meeting of the Board of Directors, extraordinary meetings are held when necessary. Furthermore, when making decisions on matters specified by laws
and regulations and important matters involving management, the Board of Directors constantly monitors the execution of management duties.

52

TAKAMIYA Report 2023

15 Extraordinary: 3

90%

The Audit and Supervisory Committee is comprised of one full-time Audit and Supervisory Committee member and three outside Audit and Supervisory Committee members for a total of four members,
and meets once a month, in principle. In accordance with the policies determined by the Audit and Supervisory Committee, the Audit and Supervisory Committee members audit and supervise thedirectors’ execution of business by attending various important meetings such as those of the Board of Directors, inspecting important documents and investigating business affairs and asset conditions.

Nomination and Compensation Committee
In order to strengthen the independence, objectivity, andaccountability of the functions of the Board of Directors,
the Company established the Nomination andCompensation Committee on April 21, 2021 as anadvisory body to the Board of Directors. It makes
recommendations on matters related to the nominationand compensation of the Company’s senior managementand directors. The Committee consists of six members:
two outside directors, two outside directors who are Audit

and Supervisory Committee members, and two insidedirectors, and is chaired by an outside director. Outside
directors and outside directors who are Audit andSupervisory Committee members provide unreserved
opinions, advice, and comments from an independent andobjective perspective regarding matters not limited to thenomination and remuneration of the Company’s senior
management and directors. As such, we believe thetransparency and objectivity of the Company’s Board of
Directors are ensured.

Status of Directors and Audit and Supervisory Committee Members (As of June 23, 2023)
Structure of the Board of Directors

Structure of the Audit and Supervisory Committee

Name

Board of Directors meeting
attendance/attendance rate

Board of Directors meeting
attendance/attendance rate

Board of Corporate Auditors
meeting attendance rate3

Kazumasa Takamiya

17 times/100%

Management

Akiyoshi Takamiya

17 times/100%

Management and sales and marketing

Yasushi Shimizu

16 times/94%

15 times/100%

Yoshihiro Sakatani

17 times/100%

Tsutomu Abe

17 times/100%

15 times/100%

Sales and marketing

Teiji Joko

13 times/76%

Hideki Yasuda

12 times/80%

16 times/94%

Finance and accounting

Sachie Kato

9 times/69%

9 times/82%

Yuki Mukaiyama

17 times/100%

Overseas operations, management and new business

Tomoya Tatsumi

17 times/100%

Finance and accounting

Kazunori Kawakami

13 times/100%

Sales and marketing and manufacturing technology

Kouji Shimokawa

17 times/100%

Taxes and accounting

Noboru Furuichi

17 times/100%

Financing, finance and management

Expertise

Criteria for the Appointment of Directors andAudit and Supervisory Committee Members

ReportRepresentative Directors
Instruction

Accounting Auditor

Consultation

Board of Corporate Auditors andAudit and Supervisory Committee
meeting attendance rate3

The appointment and dismissal of candidates for directors
and directors who are Audit and Supervisory Committee
members is determined by a meeting of the Board of
Directors after consulting with and receiving recommendations
from the Nomination and Compensation Committee,
based on relevant regulations including the Regulations forProfessional Organization of Officers and the Nomination
and Compensation Committee Regulations. Comprehensive
consideration is given to the career history, track record,
knowledge, experience, and capabilities of each candidate.
Furthermore, the consent of the Audit and Supervisory
Committee is obtained in advance for the appointment ofcandidates for directors who are Audit and Supervisory
Committee members.

Selection Criteria
1. Directors (excluding directors who are Audit and Supervisory Committee members)
The basic requirements for director candidates are having outstanding
character and insight, as well as being such individuals that will

Name

* The total includes the number of meetings of the Board of Corporate Auditors(four times).

contribute to the growth and improvement in the corporate value of theCompany and the Group. The candidates must have high levels ofknowledge and judgment capabilities in each business field. Outside
director candidates are required to have a high level of expertise in afield such as taxation, accounting, law, or management. They must beable to actively state opinions from an objective and external viewpoint,reflecting a diverse background.
2. Audit and Supervisory Committee Members
The basic requirements for Audit and Supervisory Committee member
candidates are having high ethical standards and objective, fair, andimpartial judgment capabilities. The candidates must also have theappropriate experience and capabilities as directors who are Audit andSupervisory Committee members and a high level of expertise in a fieldsuch as taxation, accounting, law, or management. In addition to theabove requirements, candidates for outside directors are required tohave no conflicts regarding their independence.
For the dismissal of officers, if an officer has deviated from theabove appointment criteria and it is deemed reasonable to dismissthem from an objective viewpoint, a resolution shall be made at a
meeting of the Board of Directors after the Board has sufficient
discussions, and consults with and receives recommendations from theNomination and Compensation Committee.
TAKAMIYA Report 2023

53

Corporate Governance

Succession Plan
The Company does not currently have a specific plan forsuccessors for positions such as chief executive officer.
However, we recognize succession planning as animportant management issue and we are nurturing
candidates from the management team (directors andexecutive officers). We will continue to engage inconstructive discussions on the approach to theappropriate implementation and supervision of succession
planning at meetings of the Board of Directors and its
advisory body, the Nomination and Compensation
Committee, which was established on April 21, 2021.

Evaluations of the Effectiveness of
the Board of Directors
The Company has conducted questionnaires withdirectors regarding the effectiveness of the Board of
Directors in the fiscal year ended March 31, 2023. We
analyze and evaluate the structure and operations of theBoard of Directors as well as the role of the Board of
Directors in management strategy decisions and thesupervisory function.
In the fiscal year ended March 31, 2023, while there
was room for improvement, such as discussions on the
successor development plan and the opinion that it isnecessary to further enhance the training of directors, it
was deemed that the Board largely maintains its
effectiveness. Going forward, we will further improve theeffectiveness of the Board of Directors based on theseanalyses and evaluations.

Remuneration for Directors and Audit andSupervisory Committee Members

Directors

Total remuneration(¥ million)

The Company has established a policy regarding thedetermination of the amount of remuneration for officers
and its calculation method, which states that officer
remuneration consists of fixed remuneration according toposition, performance-linked remuneration (bonuses) as ashort-term incentive linked to single-year performance, andstock-based remuneration stock options positioned as a
medium- to long-term incentive. Through thorough evaluation
based on the interests of shareholders, we are working toensure the long-term sustainable growth of the entire Groupand enhance corporate value. Meanwhile, the remunerationof outside officers consists only of basic remunerationfrom the perspective of their roles and independence.
Bonuses, which are short-term, performance-linked
remuneration, are paid (when the consolidated operating
income target for a single year is achieved) within the limitof the total amount of remuneration for directors resolved
at the General Meeting of Shareholders. Stock-based
remuneration stock options, which are a medium- to longterm incentive, are granted based on the position factor set
in the Company’s regulations within the limit of the total
amount of stock options provided for in a resolution by theGeneral Meeting of Shareholders. The respective
proposals for bonus payment and for the granting of stock
options are submitted to the Board of Directors, which
determines and grants the bonuses and stock options
after consulting with and receiving recommendations fromthe Nomination and Compensation Committee.

Fixed
remuneration

Number of

Performance-based Medium- to long-term eligible individuals(Persons)
remuneration
incentive (stock options)

253

—

50

7

Audit and Supervisory Committee members

7

7

—

—

1

Corporate auditors (excluding outside corporate auditors)

2

2

—

—

1

Outside officers

18

18

—

—

5

(excluding outside directors)

Notes:
1. The total remuneration for directors who concurrently serve as officers ofconsolidated subsidiaries does not include the officer remuneration from theconsolidated subsidiaries.
2. The Company transitioned from a Company with a Board of Corporate Auditors to a
Company with an Audit and Supervisory Committee on June 23, 2023.
3. It was resolved that the limit on directors’ remuneration (excluding directors who are
Audit and Supervisory Committee members) shall be up to an annual amount of ¥500
million (up to ¥50 million for outside directors; not including employee salaries for
directors) at the 54th Ordinary General Meeting of Shareholders held on June 23, 2022
(number of officers in relation to the said resolution: 9).
In addition, it was resolved that the limit on separate remuneration as stock options
shall be up to an annual amount of ¥150 million (excluding directors who are Audit

54

Total remuneration by type (¥ million)304(excluding Audit and Supervisory Committee members and outside directors)

TAKAMIYA Report 2023

For the fiscal year ended March 31, 2023, audit fees paid to certified public accountants and others were as follows:

Remuneration System for Directors and Audit andSupervisory Committee Members

For the fiscal year ended March 31, 2023, remuneration
for directors and corporate auditors was as follows.

Category

Details of Audit Fees

and Supervisory Committee members and outside directors) at the 54th Ordinary
General Meeting of Shareholders held on June 23, 2022 (number of officers in
relation to the said resolution: 7).
4. It was resolved that the limit on remuneration for directors who are Audit andSupervisory Committee members shall be up to an annual amount of ¥50 million at
the 55th Ordinary General Meeting of Shareholders held on June 23, 2023.
Remuneration for individual Audit and Supervisory Committee members isdetermined by discussion of Audit and Supervisory Committee members (number ofofficers in relation to the said resolution: 4).
5. It was resolved that the limit on corporate auditors’ remuneration before thetransition to a Company with an Audit and Supervisory Committee shall be up to anannual amount of ¥50 million at the 25th Ordinary General Meeting of Shareholders
held on May 18, 1994 (number of officers in relation to the said resolution: 3).

Category

Fiscal Year Ended March 31, 2022
Fees paid for audit
Fees paid for non-audit
certification work (¥ million)
certification work (¥ million)

The Company

32—

Consolidated subsidiaries

—

Total

32

Fiscal Year Ended March 31, 2023
Fees paid for audit
Fees paid for non-audit
certification work (¥ million)
certification work (¥ million)
36

—

—

—

—

—

36

—

For the fiscal year ended March 31, 2023, fees paid to Ernst & Young member firms, which are members of the same EY
network of the Company’s certified public accountants, were as follows:
Fiscal Year Ended March 31, 2022
Category

Fiscal Year Ended March 31, 2023

Fees paid for audit
certification work (¥ million)

Fees paid for non-audit
certification work (¥ million)

Fees paid for audit
certification work (¥ million)

Fees paid for non-audit
certification work (¥ million)

The Company

—

0

—

16

Consolidated subsidiaries

5

1

6

1

Total

5

1

6

18

Non-audit certification work paid for by the Company is tax consultation. Non-audit certification work paid for by consolidated subsidiaries is preparation of corporate tax returns, tax
consultation, and others.

Communications with Shareholders
and Investors
The Company has designated the PR & IR Department as
the department in charge of investor relations (IR) and theDivision General Manager of the Corporate Strategy
Division, who is responsible for IR affairs, as the contact
person. In addition, the PR & IR Department works
together with the General Affairs Department, Accounting
Department, Legal & Compliance Department, and otherrelated departments to share information and prepare
For individual investors

disclosure materials. As opportunities for dialogue with
our shareholders and investors, we hold General Meetingsof Shareholders, Company information meetings, financial
results briefings, etc., as needed, and enhance our
website to facilitate their understanding of our business.
Moreover, we release the videos and materials of our
financial results briefing to the public in Japanese andEnglish. We also publish our convocation notices inJapanese and English on the internet, and are enhancing
the content of briefing sessions for individual investors.

For analysts and institutional investors

IR website

Briefings for individual investors• March 11, 2023, Tokyo (hosted by NIKKEIRADIO BROADCASTING CORPORATION &PRONEXUS Inc.)• Video distribution of financial results briefings:
Twice a year (year-end and the second quarter)• Individual meetings: Conducted online

Our website for investors in Japanese
https://www.takamiya.co/ir/
Our website for investors in English
https://www.takamiya.co/en/ir/

We hold briefing sessions both online andoffline with speakers such as the Company’s
officers. The date and time of each event areannounced on our website.

We distribute a video presentation of our financial results twicea year. The president and chairman and other Company officers
provide briefings on our performance and earnings forecasts.
Materials and videos are available on our IR website.

We have set up a page for investors on our website to provide
timely disclosure information such as the financial resultssummary and other information for investors such as financial
results briefing materials, the annual report, and historical data.

Risk Management, Internal Control,and Compliance
The Group has established the basic policy and othermatters concerning risk management in the Basic Rules
for Risk Management. In addition, we have established
the Risk and Compliance Committee, with the Legal &Compliance Department acting as the administrative office.
The Committee discusses issues and measures regarding
the promotion of Company-wide risk management in order
to appropriately manage and respond to the variety ofrisks that our businesses face.
For internal control, we have developed a system inwhich internal checking operates between departments
and clarifies the division of duties based on internal
regulations and other rules. In addition, the Basic Policy forInternal Control and the Basic Policy for Financial Reporting

outline systems to ensure that the directors comply withlaws and the Articles of Incorporation when conducting
operations, and also to ensure the propriety of otheroperations of the Company.
For the compliance system, we have outlined theCompliance Standards and the Code of Conduct in the
Compliance Manual. We have established the Risk andCompliance Committee, with the Legal & ComplianceDepartment acting as the administrative office, to discussspecific compliance initiatives to be implemented
internally and to identify at at an early stage legal issues
emerging in the Company. Through these efforts, we aim
to further raise and promote compliance awareness.
Additionally, we seek advice and guidance as needed fromour corporate lawyers regarding our daily operations andmanagerial decisions.
TAKAMIYA Report 2023

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