GovernanceCorporate Governance
Basic Views

Overview of the Current Corporate Governance System
The Company has in place the Audit and Supervisory Committee, and has five Directors who are not members of the Audit andensuring profitability, we want to grow as a “technical partner” together with our client companies in various industries, as a collective ofSupervisory Committee and three Directors who are members of it.

Introduction

Artner’s No.1 business challenge is steadily improving shareholder value over the long term. So in addition to expanding our business andengineers focused on developing more and more advanced levels of technical expertise. At the same time, with a constant awareness of whatsociety needs most, and a desire to create a demand for it, we strive for business efficiency and soundness to help in the sustainable
development of the Company.

regulations, we strive to sustain and develop favorable relationships with shareholders, with our local community, with all of our clientcompanies, and with all employees.

Audit and Supervisory Committee

The Board of Directors is comprised of eight Directors,

The Audit and Supervisory Committee is comprised offive of whom are not members of the Audit and Supervisory Committee and three who are members of theCommittee.

We are committed to further strengthening our internal control and risk management efforts through the application of business

The Board meets twice a month: at a mid-month

management systems (including internal control systems) to enable flexible adaptation to changes in the business environment. In thisbusiness report board meeting, the members

way, we will constantly improve our business management. Artner also will promptly disclose relevant information both inside and outside

deliberate on the Company’s monthly business

the Company and enhance business transparency.

performance; and at a regular month-end board

Directors who are members of the Committee also
attend board meetings and other important internal
meetings. The Committee provides impartial andindependent oversight of the Company’s corporate
management, based on the audit standards as wellas the audit policy and plans established by theCommittee.

Value Creation Story

meeting, they deliberate and decide on matters

three Outside Directors and meets twice a month.

Management Message

At Artner, we are highly conscious of our social responsibility as a company, so in addition to strictly observing all applicable laws andBoard of Directors

relating to the Company’s management plan, as
well as significant matters relating to day-do-day

Company Organization and Internal Control Systembusiness operations.

Compliance andRisk Management Meeting

General Meeting of Shareholders

Appointment /Dismissal

Audit /
Supervision

Inquiry

ReportInquiry

ReportInquiry

President and CEO

ReportCompliance andRisk Management
Meeting

Corporate Planning
andStrategy Division

Nomination
andRemuneration
Committee
ReportReportManagement
Division

Engineer Business
Divisionment Meetings once a month, attended by the President

sory Committee who are Outside Directors, and will be

and CEO and other Directors who are not members ofheld at least four times a year.

Collaboration

Engineer Agency
Divisionactions to ensure that all officers and employees of
Articles of Incorporation, and draw up the Risk
Management Guidelines.

Accounts
Audit
Collaboration

Internal Audit

Technology
Development
DivisonIn these meetings, members discuss policies andthe Company abide by laws and the Company’s

Directions /Commands

Internal Audit
OfficeInstructions

Audit andSupervisory
Committee

department heads.

External
Accounting
AuditorConsultation

Consultation /Advicereport to the Board of Directors on the appointment/dismissal and remuneration of Directors inorder to enhance the fairness and objectivity of thedecision-making process of nominating anddetermining the remuneration of Directors as wellas enhancing corporate governance.

Sustainability Committee

External Accounting Auditor

The Company convenes the Sustainability Committee

The Company employs KPMG AZSA LLC as its ac-

four times a year, attended by the President and CEO
and other Directors who are not members of the Audit
and Supervisory Committee, Directors who are mem-

Legal Advisors

The Nomination and Remuneration Committee willbers of the Committee, and division and department
heads.
The members hold discussions to promote andcounting auditor.

Governance

ReportSustainability
Committee

and CEO and three members of the Audit and Supervi-

Sustainability

Reportis composed of four members including the President

The Company convenes Compliance and Risk Manage-

are members of the Committee, and division and
Selection /Discharge

by a member of the Audit and Supervisory Committee,

the Audit and Supervisory Committee, Directors who

Board of Directors
Audit

The Nomination and Remuneration Committee, chaired

Growth Strategy

Appointment /Dismissal

Appointment / Dismissal

Nomination andRemuneration Committee

The Company has no conflict of interest with theaccounting firm or with the firm’s managing partners who conduct accounting audits of the Company.

manage the progress of issues and initiatives

41

Artner Co., Ltd. Annual Report 2024

Data Section

related to sustainability.

Artner Co., Ltd. Annual Report 2024

42

Governance

Activities of the Board of Directors and Committees (FY2024)

Policy and Process for Appointment or Removal of Director Candidates Who Are Not
Members of the Audit and Supervisory Committee
Introduction

The Nomination and Remuneration Committee deliberates and reports to the Board of Directors on director candidates who are< Attendance >not members of the Audit and Supervisory Committee after an extensive scrutiny of their knowledge, experience, and ability
Board of Directors

Compliance andRisk Management
Meeting

Sustainability
Committee

Nomination andRemuneration
Committee

Audit and Supervisory
Committee

SEKIGUCHI
Sozo

30 out of 30 meetings
12 out of 12 meetings
4 out of 4 meetings(100% attendance rate) (100% attendance rate) (100% attendance rate)

Director

HARIGAE
Tomonori

30 out of 30 meetings
12 out of 12 meetings
4 out of 4 meetings(100% attendance rate) (100% attendance rate) (100% attendance rate)

Director

OKUSAKA
Kazuya30 out of 30 meetings
12 out of 12 meetings
4 out of 4 meetings(100% attendance rate) (100% attendance rate) (100% attendance rate)

Director

SATO
So

29 out of 30 meetings(97% attendance rate)

Director

EGAMI
Yoji

30 out of 30 meetings
12 out of 12 meetings
4 out of 4 meetings(100% attendance rate) (100% attendance rate) (100% attendance rate)

Outside Director andstanding member of the
Audit and Supervisory
Committee

NOMURA
Ryuichiro

30 out of 30 meetings
12 out of 12 meetings
4 out of 4 meetings
26 out of 26 meetings
4 out of 4 meetings(100% attendance rate) (100% attendance rate) (100% attendance rate) (100% attendance rate) (100% attendance rate)

Outside Director andmember of the Audit andSupervisory Committee

TERAMURA
Yasuhiko

30 out of 30 meetings
12 out of 12 meetings
4 out of 4 meetings
26 out of 26 meetings
4 out of 4 meetings(100% attendance rate) (100% attendance rate) (100% attendance rate) (100% attendance rate) (100% attendance rate)

Outside Director andmember of the Audit andSupervisory Committee

MORII
Shinichiro

30 out of 30 meetings
12 out of 12 meetings
4 out of 4 meetings
26 out of 26 meetings
4 out of 4 meetings(100% attendance rate) (100% attendance rate) (100% attendance rate) (100% attendance rate) (100% attendance rate)

4 out of 4 meetings(100% attendance rate)

12 out of 12 meetings
4 out of 4 meetings(100% attendance rate) (100% attendance rate)

director candidates.

Policy and Process for Appointment or Removal of Director Candidates Who Are
Members of the Audit and Supervisory Committee
The Nomination and Remuneration Committee deliberates and reports to the Board of Directors on director candidates who aremembers of the Audit and Supervisory Committee after an extensive scrutiny of their experience, expertise in corporate financing
and accounting, practical knowledge on the Company´s businesses, and general knowledge on corporate management necessary to audit and oversee the performance of duties by directors who are not members of the Audit and Supervisory Committee.
The Board of Directors then nominates the director candidates.

Appointment or Removal of the President and CEO
The Board of Directors, which includes three Outside Directors who are members of the Audit and Supervisory Committee,
deliberates on the appointment or removal of the President and CEO from office when such need arises, based on the businessperformance of the Company as well as the job performance of the President and CEO.
Regarding future CEO appointments and dismissals, the Nomination and Remuneration Committee, a voluntary advisory board
composed of a majority of Independent Directors, shall deliberate and report to the Board of Directors, thereby establishing a
structure with high fairness, transparency, and objectivity under appropriate supervision from the Board of Directors.

Growth Strategy

President and CEO

necessary to manage the Company´s business divisions and day-to-day operations. The Board of Directors then nominates theValue Creation Story

Name

Management Message

Position

Succession Plan
The Company recognizes that it is critically important to have in place a succession plan for the President and CEO and other< Discussion and Resolution Themes >Discussions and Resolutions

Discussions

Compliance andRisk Management Meeting

Nomination andRemuneration
Committee

43

Artner Co., Ltd. Annual Report 2024

Policies and goals related to sustainability, including social and environmental issues such as the SDGs and ESG /Formulation of an action plan / Management and evaluation of progress toward goals / Individual measures, etc.

Regarding future nominations of successors to the President and CEO, and other members of the Executive Team, the voluntarily
established Nomination and Remuneration Committee, composed of a majority of Independent Directors, shall deliberate andmake recommendations to the Board of Directors, thereby establishing a structure with high fairness, transparency andobjectivity under appropriate supervision from the Board of Directors.

Appointment or Removal of Executive Team Members
The Board of Directors makes a decision upon deliberation of the job performance of the member and other factors.

Status of Outside Directors
The Company has three outside directors, all of whom hold shares of the Company. Apart from this shareholding position, none

Discussionsof the three outside directors have any vested interests in the Company, including personal, capital, or business relationships.

Audit policy, audit plan, audit methods, assignment of audit duties, etc. / Appointment and dismissal of Accounting Auditor(s) /Appointment, dismissal, and remuneration of directors who are not members of the Audit and Supervisory Committee, etc.

viewpoint, and we believe that the current system satisfactorily fulfills its management monitoring and advisory func-

Discussions
Appointment and dismissal of directors / Selection and discharge of the President and CEO / Selection and discharge of representative directors / Remuneration, etc., of directors who are not members of the Audit and Supervisory Committee / Remuneration
limits for directors and directors who are members of the Audit and Supervisory Committee / Succession planning (including
successor development), etc.

Each outside director plays a role in ensuring that highly effective audits are conducted, from an objective and neutral
tions. The three outside directors are designated as independent directors as defined by the Tokyo Stock Exchange andData Section

Audit andSupervisory
Committee

Discussions

administrative functions that support the Company´s engineer placement business.

Governance

Sustainability
Committee

Performance trends in the manufacturing industry / Competition with other companies in the industry / Effectiveness of educationand training / Securing suitable clients for our dispatching business / Regulations on total work person-hours / Securing scienceand engineering graduates / Securing career engineers / Information management / Laws, regulations, licenses, and permits /Disasters, accidents, etc. / Climate change / M&A / Medium-Term Business Plan, etc.

qualified candidates after an extensive scrutiny of their experience, knowledge, and expertise in recruiting, training, sales, andSustainability

Board ofDirectors

General Meeting of Shareholders / Policy for the Mid-Term Business Plan / Corporate planning and strategy / Department policies
and business plan for the fiscal year ending January 31, 2025 / Financial results, finances, and dividends / Revisions to the forecastof financial results / Nomination of director candidates and remuneration of directors / Internal controls / Organizational changes
and personnel transfers / Rule revisions / Reappointment of the Accounting Auditor(s) / Joining the UN Global Compact / Donations
to support organizations / Compliance with "Handling of Transition Measures and Other Matters Relating to the Continued ListingCriteria" / Updating and disclosing ESG data / COVID-19 measures, etc.

members of the Executive Team. The Board of Directors is responsible for nominating successors to these members from among

they are registered with the exchange.
Although the Company does not have any specific standards or policies regarding independence for the appointment ofoutside directors, when making such appointments we not only meet the regulatory requirements established by theCompanies Act, but also take into account the Tokyo Stock Exchange´s criteria for ensuring the independence of independent directors.

Artner Co., Ltd. Annual Report 2024

44

Governance

Policies for Determining the Remuneration of Directors andCalculation Methods for the Fiscal Year Ended January 31, 2024
Policy for Determining the Percentage of
the Amount of Remuneration for Each Individual

The remuneration of directors consists of a basic

This policy shall be decided based on the reports that

remuneration and a performance-linked bonus. The
upper limits of the remuneration established by resolution

are deliberated by the Nomination and Remuneration
Committee, comprehensively taking into account theUnder its Corporate Governance Code, Artner Co., Ltd. (“the Company”) periodically analyzes and evaluates the effectiveness of its Board of Directors in order to make it work better. On this occasion, we
carried out analysis and evaluation for the fiscal year ended January 31, 2024, and hereby notify thesummary of the findings.

Management Message

at the General Meeting of Shareholders held on April 27,

Introduction

Remuneration of Directors

Analysis and Evaluation of the Effectiveness of the Board of Directorsrole and contribution status of each director as well as

2017, are ¥200 million per year for five directors who
are not members of the Audit and Supervisory Committee

business performance.

and ¥30 million per year for three directors who are

Basic Remuneration

members of the Committee.

The basic remuneration is determined based on the

Board of Directors and the Audit andSupervisory Committee

amount established for each director position, with theCompany´s business performance, relative weight

Summary of Analysis and Evaluation Results

A questionnaire survey to evaluate effectiveness for the

The Company has found from the most recent survey

fiscal year ended January 31, 2024, was distributed toresults that the effectiveness of its Board of Directors

all eight directors. Based on the responses collected,

has been maintained. The Nomination and Remunera-

the Board of Directors discussed its issues and actions

tion Committee discussed and reported to the Board of

to address them.

Directors the succession plans for the President and

The Board of Directors and the Audit and Supervisoryagainst employee salaries, and remuneration levels at

Committee have authority over the remuneration ofother companies taken into consideration. However, if it

directors. This authority extends to deliberating andis not appropriate to pay a remuneration calculated indetermining the amount of a basic remuneration and asuch a manner due to a significant decline in the Company´sperformance-linked bonus for each director.

business performance or other factors, theThe remuneration of directors who are not members ofCompany reserves the right to reduce the amount of

the Audit and Supervisory Committee is determinedbasic remuneration.

giving comments and grading on a point scale. The

Metrics for Performance-Linked Bonusesa. The composition of the Board of Directors;

determined by deliberation among the members of theusing a formula based on the Company´s annual
profit, as this is judged to be the most reasonable way

Determining the Policy for Determining
the Remuneration for Each Individual

to measure the performance of directors.

The method of determining this policy is set forth in theadministrating board meetings;
c. Matters selected for deliberation at board meetings;
d. Administrative assistance provided toe. Relationships with shareholders.

ability Committee needs to conduct an ongoing review
of non-financial disclosure efforts in order to add
disclosure items on ESG data and enhance human capital disclosures. It was confirmed that important agenda
items for the Board of Directors, such as the Medium-Term Business Plan and risk management efforts,
require discussion on medium- and long-term strategies, including the formulation of a new Medium-TermBusiness Plan, and appropriate supervision of the
progress of each measure.

Way Forward
The Board of Directors will take the necessary actions
to address some remaining issues identified from theWe have omitted providing information here as no

survey to continue to enhance its effectiveness.

directors were paid remuneration of ¥100 million or

Board of Directors

b. Planning, convening, andous discussion. It was also confirmed that the Sustain-

Sustainabilityby the Board of Directors.

survey to evaluate effectiveness. The survey asked

the Board of Directors; andTotal Amount of Remuneration for
Each Director Paid

rules concerning the remuneration of directors, resolved

The Company conducted a 31-item questionnaire

survey focused on the following five areas:

The metrics for performance-linked bonuses are calculated

Committee.

Evaluation Items

Growth Strategy

of Audit and Supervisory Committee members is

CEO and Directors, and confirmed the need for continu-

members of the Board to make a self-evaluation bysolely by the Board of Directors, whereas the remuneration

Value Creation Story

Evaluation Method and Process

more.

The Board of Directors receives reports that are deliberated
by the Nomination and Remuneration Committee
based on the policy for determining the remuneration

Incentive Policies for Directors
Performance-linked remuneration may be paid toand within the range of the total amount resolved by theGovernanceDirectors out of up to 2% of annual profits.

General Meeting of Shareholders, so the Board of
Directors deems that the content of the report is in linewith the said policy.

Total Amount of Remuneration of Directors (FY2024)

45

Total amount of
remuneration(in thousands of yen)Amount by type of remuneration(in thousands of yen)Basicremuneration

Performance-linked bonus

Number ofcorresponding directors

Directors who are not members of
the Audit and Supervisory Committee oroutside directors

115,185

95,45019,735

5Outside directors

25,154

23,4001,754

3Artner Co., Ltd. Annual Report 2024

Data Section

Type of director

Artner Co., Ltd. Annual Report 2024

46

GovernanceRisk Management
Summary of Major Risks and Countermeasures

Development of the Internal Control System

Artner has defined a clear system for managing different risks in which we classify and define management
risks, and each responsible division identifies and analyzes the risk situation for each type of risk. Under thissystem, the various kinds of risks are managed through the Compliance and Risk Management Meeting.
Management and countermeasures for each type of risk are clarified and managed in the Meeting.

The Company has developed an internal control system in accordance with the basic framework of
the internal control system established by the Board of Directors.

Competition
with othercompanies in
the industry

There is a risk that competition with other companies may intensify due
to market contraction or new entrants in the engineer staffing industry,where we operate our business, and this may result in a fierce pricecompetition.

We will facilitate the improvement of all engineers’ skill levels througheducational programs and training curricula segmented by businessfield, with the aim of promoting the assignment of engineers to upstream
business areas where the unit price of engineers is likely to be higher.

Effectiveness ofeducation andtraining

There is a risk that the training does not turn out to be as effective as
expected and the unit price of engineers does not increase due to low
customer satisfaction, as well as the risk that we fail to satisfy therequests from clients, and they start to make complaints.

We will support our engineers in improving their skills by providing
general, external, basic, customized, and/or career training based on our
long-accumulated experience.
We will strive to improve the technical and human skills of our staff byholding skill development seminars for all employees and humandevelopment training for managers.

Securing
suitable clientsfor our dispatching businessAlthough we always strive to secure and expand our clients for our
engineer dispatching business, there is a risk that we may be unable tofind suitable clients that match our engineers and cannot maintain or
improve the unit price of engineers and/or utilization rates.

We will secure and expand our business partners by strengthening our
new business development and sales capabilities, utilizing online
conferencing tools, and making proposals for the selection of engineers,
team dispatching, and organization of contracting services in response
to client needs.

Regulations on
total work
person-hours

The total work person-hours of our engineers are determined based on
the business conditions of the client company. There is a risk that therevisions to relevant laws and regulations generate a larger pressure
against long working hours, which may result in a significant decrease in
the total work person-hours of engineers.

To compensate for a decrease in the total work person-hours, we will
facilitate the improvement of all engineers’ skill levels through educational
programs and training curricula segmented by business field, with the aim ofpromoting the assignment of engineers to upstream business areas where
the unit price of engineers is likely to be higher.

Securing
science andengineering
graduates

We consider science and engineering graduates to be an importantmanagerial resource, and there is a risk that the population of scienceand engineering graduates may decrease due to the declining birth rate
and other factors, making it significantly more difficult to hire talented
graduates.

We will attract students by offering a variety of options, including aperformance-based salary system, a limited area system, an internal
recruitment program, and a job change assistance program.

Securing career
engineers

We consider engineers with work experience to be an importantmanagerial resource, and there is a risk that the competition to securecareer hires may intensify due to a shortage of engineers who wish tochange jobs as a result of booming design and development activities in
the manufacturing industry, making it significantly more difficult to hire
talented career engineers.

We will attract prospective employees by offering a variety of options,
including a performance-based salary system, a limited area system,
an internal recruitment program, and a job change assistance program.

Information
management

There is a risk that information may be leaked to outside parties forsome reason, and our social credibility will be damaged.
There is a risk that system failures and other problems may be causedby computer viruses, unauthorized access, natural disasters, or other
unforeseen events.

We will acquire the “PrivacyMark” and introduce other such measures toproperly manage personal information, confidential information, and allother information obtained in the course of business operations.
We will take appropriate cybersecurity measures to ensure the stablesupply of our services.

Laws, regulations, licenses,
and permits

There is a risk that we may violate the Worker Dispatching Act and otherrelevant laws and regulations, which would hinder the continuity of ourbusiness.
There is a risk that revisions to relevant laws and regulations may bemade that are significantly unfavorable to our business.

We consider compliance with the Worker Dispatching Act and otherrelevant laws and regulations to be one of our highest priorities, and wewill maintain a legal compliance system by monitoring compliance withlaws and regulations via internal audits and by regularly confirming
compliance with laws and regulations at different meetings. We will takeappropriate measures whenever relevant laws and regulations are revised.

Disasters,
accidents, etc.

There is a risk that natural disasters, man-made disasters, and otherdisasters and accidents that significantly exceed our predictions may
take place.
There is a risk that our business activities may be hindered as a result of
the spread of COVID-19 and other infectious diseases.

We will establish a Business Continuity Plan (BCP) and manual to deal
with such disasters and accidents in an effort to mitigate the damage.

Climate change

There is a risk that our business activities may be halted or stagnated as a result of
our facilities being damaged by natural disasters due to climate change.
If a carbon tax is introduced or environmental regulations are tightened as part of
the government’s efforts to transition to a decarbonized society, there is a risk that
we may be unable to offer personnel that meet our clients’ demands for engineerscommitted to carbon neutrality initiatives.

We have announced our support for the recommendations from the Task
Force on Climate-related Financial Disclosures (TCFD) and have rated
climate change as a high-priority issue. We will commit to taking actions
and initiatives based on our environmental activity policy with the aim ofachieving a more sustainable society.

Mergers andacquisitions

There are risks of significant capital demands and amortization of
goodwill, etc.
Such M&As may not necessarily generate synergies as expected, andthere is a risk that business performance may not progress as expected
due to major changes in the business environment or businessconditions.

Our M&As are implemented after thorough consideration of the risks
involved by conducting preliminary research through detailed due
diligence on market trends and client needs, as well as the financial
status and contractual relationships of the target company.

Medium-TermBusiness Plan

There is a risk that the market environment or economic conditions maychange dramatically beyond expectations, and the business environment may not develop as predicted.

We will promote the Medium-Term Business Plan with carbon neutrality
as the pillar of our business activities and establish internal systems forrecruitment, training, and sales activities.

Artner Co., Ltd. Annual Report 2024

applicable laws and regulations and the Articles of Incorporation, and also ensuring such compliance.
We have set up an internal whistleblowing system, under which Directors, employees, and other

Internal
Whistleblowing
Systempeople engaged in work for the Company can report corruption or wrongdoing to the Whistleblowing Committee, which has a duty of confidentiality. It is prohibited to subject persons who
submit whistleblower reports using the system to any disadvantageous treatment as a result ofsuch reporting. The system is designed to ensure the effectiveness of whistleblowing to preventor quickly detect violations of applicable laws and regulations.

Internal Audits
by the Internal Audit
OfficeThe Internal Audit Office, operating independently of other divisions that execute businesspractices, conducts internal audits. Through such audits, it verifies the appropriateness andeffectiveness of the internal management system of each division, and by promoting the improvement of the systems, it ensures that all employees lawfully execute their duties.

Anti-corruption Policy
1. Basic view on preventing corruption

ment Meeting and the Sustainability Committee. The

We establish this anti-corruption policy in accordance

Board of Directors will be informed of its details andwith the spirit of the United Nations Global Compact.

provide supervision.

2. Scope

5. Whistleblowing system

This policy applies to all officers and employees of

We will establish a helpline to receive any reports on

Artner. Furthermore, we request all clients affiliated withcompliance violations related to anti-corruption and any

our businesses and services to understand and support

inquiries, and take steps for relief and remediation uponthis policy.

investigation. We will ensure the confidentiality and theprotection of personal information of whistleblowers,

3. Initiatives to prevent corruption in
our business activities●Prohibition of bribery●Prohibition of facilitation payments

and will not treat them disadvantageously based on
their reports.

6. Education and training●Prohibition of illegal political contributions

We will continuously provide appropriate education and●Prohibition of money laundering

training to all officers and employees to ensure that this●Prohibition of insider trading

policy is integrated into all business activities and is●Prohibition of conflict-of-interest transactions

implemented effectively.

4. Governance

Data Section

We will strengthen measures such as sector rotation and new businessdevelopment and sales in order to build a client base that is capable of
ensuring stable earnings that are not dependent on specific sectors or
influenced by specific corporate trends.

GovernanceOur major clients belong to the manufacturing industry, and we dispatch
engineers primarily to their design and development departments. There is arisk that these major clients may reduce their capital investments, R&D costs,
and the use of external engineers due to economic recession and other factors
in the countries or regions in which they operate.
There is a risk that significant changes in the business environment may take place
for automobile-related manufacturers, which account for a large share of our sales.

Sustainability

Performancetrends in the
manufacturingindustry

President and CEO, as part of a system aimed at thoroughly educating employees regarding all

Growth Strategy

Countermeasure

Value Creation Story

Definition

At Artner, we have implemented the Compliance and Risk Management Meeting, chaired by theManagement Message

Risk

Compliance and Risk
Management Meeting

Introduction

47

Compliance

Our initiatives under this policy will be regularly reported
to and managed by the Compliance and Risk Manage-

Artner Co., Ltd. Annual Report 2024

48

GovernanceInterview with Outside Directors(center)

NOMURA Ryuichiro(left)TERAMURA YasuhikoDirector and member of the
Audit and Supervisory Committee(right)MORII Shinichiro

experience, which differs from that of Inside Directors.
Teramura: Me too. I hope that opinions from different points ofview lead to new insights internally and help us to improve

Audit and Supervisory Committee in 2022, and I have

our work and establish Management Policies. In addition,

served as a standing Audit and Supervisory Committee

since there are internal circumstances that I am not familiar

member since 2023. As for my previous work experience,

with, I conduct investigations sufficiently in advance andafter working in banking for 30 years, I was involved in

strive for effective communication when conducting

management at a real estate company for eight years andinterviews with managers at each business office. In

served as the representative of a REIT company under aparticular, I strive to proactively take opportunities to talkgeneral trading company after that. I have experience with

with the Internal Audit Office and the Corporate Planningand Strategy Division to gather information.
Morii: Judgments made solely based on the executive side ofin charge of money and FX market transactions. In particular,

our work tend to get carried away by company-specificthe many years I spent working with loans have proved

ethics and practices. I also strive to provide objective advice

helpful in looking over Artner’s finances and accounts. Also,and supervision from an independent perspective that

due to my experience serving as the head of a securities

leverages my experience and knowledge.

a shareholder’s perspective on various matters, such as IR
departments, stock-related matters, and general meetings

What do you applaud in terms of theeffectiveness of the Board of Directors?
What issues are there, if any?
Nomura: Regarding the two separately held board meetings, I
greatly applaud how our business performance is reported

served as a part-time Audit and Supervisory Committee

in detail at the business report board meeting and how

member since 2023. During my 29 years working in banking,management strategies are also discussed at the regular

I was involved in various matters, such as business transactions,board meeting, with an eye to increasing enterprise value

overseas branches, and fund management departments. In

over the medium to long term. Going forward, I hope thatparticular, my experience in finance and accounting, especiallythey become places that allow for more proactive exchanges

in a funds and securities department, helps in discussionsof opinions on the direction we should take with respect toconcerning Artner’s management strategies, as well as

client trends and the state of other companies in the samefinancial strategies. After that, I was seconded to a global

industry.

logistics company, where I was involved in management for

Teramura: I feel that regular board meetings allow for expert-level

13.5 years, taking part in transactions in the automobile anddiscussions on governance and other topics, and that theymachinery industries, as well as in M&A transactions.

are helpful for avoiding aspects that tend to end up being

Morii: I have served as a member of the Company’s Audit andabout daily performance management. However, since
many agenda items are previous concerns that are still

I engaged in area management as a branch president for a

ongoing, discussions are rarely exciting, which I feel is an

manufacturer and was involved for a long time in intra-area

issue. On this point, it is also key that we Outside Directors

marketing and sales in general, as well as coordination withraise concerns from a perspective that is different frommedium-term area strategies. At Artner, I hope to contribute

before.
Morii: I applaud how Compliance and Risk Management Meetings

to consultations regarding new business development andare held regularly to eliminate risks related to maintaining or

sales with respect to our clients.

improving our enterprise value before they become apparent.
Also, I feel that the sharing of directions and challenges by
the Directors in charge of each department is done well.

Nomura: Based on my prior experience and knowledge, outside

What is your assessment of Artner’s
governance and internal control systems?

directors are expected to offer advice from different points

Nomura: The Management Division, which is the main divisionof view to help their company grow. I strive for appropriate

in charge of governance, as well as other departments, has

Artner Co., Ltd. Annual Report 2024

Data Section

In particular, what do you keep in mind or
attach importance to when performing yourduties as Outside Directors?

GovernanceSupervisory Committee since 2021. In my previous position,

Sustainability

Audit and Supervisory Committee in 2021, and I havethe production and development departments and

Growth Strategy

of shareholders.
Teramura: I was appointed a standing member of the Company’s

Value Creation Story

well as experience at the New York Branch and in a department

agency department, I am proud to say that I can think from

Artner Co., Ltd. Annual Report 2024

from a neutral, objective standpoint and by leveraging my

Nomura: I was appointed a part-time member of the Company’stransactions between banks and business corporations, as

49

management by voicing my opinions at board meetings

Management Message

Director and member of the
Audit and Supervisory Committee

What experience do you have that contributes
to your roles as Outside Directors and Audit
and Supervisory Committee members?

Introduction

Director and standing member of the
Audit and Supervisory Committee

50

GovernanceRisk Management Meetings. I also greatly applaud how

employees regardless of their age or years of service, I

feel that the business management system at Artner has ainformation exchanges and meetings with Audit andbelieve that we can tear down the barriers between

strong framework. I applaud the fact that the InternalSupervisory Committee members, accounting firms, anddepartments and improve our business performance. It is

Control System, which responds to risks that may harm thethe Internal Audit Office are held on a regular basis.

important that we also change our human resources system

Company, is also being discussed appropriately. On the

Teramura: I actually feel that governance is being managed well

Teramura: I believe that the development of next-generationin terms of work sites. Talents having expert-level skills are

Nomura: I believe that fulfilling our role in society and growing

management talents is imperative for the Company. As

administrative duties, we must continue improving.

increasing the size of the Company will, in turn, allow us toManagement Message

such as the promotion of IT applications for sales andincrease the number of administrative talents and make iteasier to reform our human resources system.

discussed by the Nomination and Remuneration Committee,

to increase our value to society. I think that providing

while we have many expert talents, I feel that there is a

educational opportunities for employees to improve theirshortage of talents who understand the various functions ofskills and striving to enhance their technical and human

the Company and can be entrusted with handlingcapabilities will also lead to contributions to society. By

management for the future. It is necessary that we makeappropriately operating the Company into the future based

systematic efforts to develop such management talents.

on our Management Philosophy and continuing the Company,

Morii: While the Company’s immediate task was to satisfy the

I believe that we will sufficiently demonstrate ourcriterion for tradable share market capitalization, which issignificance to society, even amid the engineer shortages

part of the listing maintenance criteria for the Prime Market,of the present day.

we were able to achieve that. While we still face challenges
such as making progress toward diversity and inclusion in

the norm for major companies. When I heard from a person

talent management and addressing the aging of Directors,

who provides employment support for undergraduate

they are being considered along with the strengthening ofstudents that there are engineering students who give up on

our system for career hires.

dream company, I introduced Artner to that person. After

Nomura: We were able to satisfy the listing maintenance criteria

brushing up their skills at Artner for several years as

for the Prime Market. However, we believe the real battle

dispatched engineers, many employees shift to employment

lies ahead. The Company must aim to achieve sustainedwith a manufacturer through our “job change assistance

growth and increase its enterprise value, and fulfill its

program.” It can be said that our value to society lies in the

obligations to society in cooperation with shareholders andfact that we provide opportunities for our employees toother stakeholders. I hope that Artner’s Directors andgrow as engineers. Even among manufacturers, there are

employees will work together to achieve our shared targets.

more and more companies that utilize a certain number ofAs an Outside Director, I will also strive to contribute to thedevelopment of the Company, even if only a little.

and technological innovations. With regard to these points

Teramura: For the past two years, satisfying the listing maintenanceas well, I feel that we provide sufficient value to society.

criteria for the Prime Market was a high-priority issue, but

Morii: We conclude regular employee contracts with engineers

we were able to achieve those criteria last fiscal year witheveryone’s cooperation. Going forward, I would like all of

our own education system. As a result, we are able toArtner’s Directors and employees to continue sharing theirassigned and placed even in the Internal Audit Office, andcompensate for our clients’ engineer shortages and achieve

wisdom with each other and aim for further growth.

its collaboration with the Board of Directors and the Audit

substantial savings for our clients in terms of costs and time

Morii: In an industry with a market size that exceeds one trillion

and Supervisory Committee is also good. Previously, somerelated to employment as a group that provides the greatest

yen, our market share is still low with much room for increases.

departments had shortages in staff to support and manage

added value in the industry, and I think that is our value.

I believe that all of us at Artner must not forget our efforts

in place, I believe Artner’s governance and internal control

Nomura: One critical challenge for the Company is thethe number of staff significantly last fiscal year.
Morii: With committees such as the Audit and Supervisorysystems are being appropriately managed through thedevelopment of next-generation management talents by

Board of Directors, the Sustainability Committee, theproactively promoting young employees. By presenting

Information Disclosure Committee, and Compliance andchallenges and granting authority to incredibly capable

Artner Co., Ltd. Annual Report 2024

last fiscal year to satisfy the listing maintenance criteria for
the Prime Market and must continue those efforts with thesame sense of urgency so that we do not betray our stake-

Data Section

Committee and the Nomination and Remuneration Committee

What are some of the management
challenges facing Artner? What are yourexpectations for Artner in the future?

Governanceand offer in-house training in stages on an ongoing basis via

dispatched engineers at business sites, but we increased

Sustainability

engineering because they are unable to get a job at their

Lastly, please leave us with a message fromyour respective standpoints.

Growth Strategy

Teramura: In Japan, simultaneous recruiting of new graduates is

Value Creation Story

stably over the long term by supporting engineers will help

dispatched engineers due to fluctuations in the economy

51

and the way we evaluate business performance. I think that

With worker and engineer shortages
projected to become increasingly serious
going forward, what are your thoughts on
Artner’s value and significance to society?

other hand, with respect to work efficiency optimization,

Introduction

a high level of awareness with respect to governance, and I

holders’ expectations.

Artner Co., Ltd. Annual Report 2024

52

Governance

Executive Team
Directors Who Are Not Members of the Audit and Supervisory Committee

SEKIGUCHI Sozo

February 2010
February 2011
April 2011
February 2013
February 2016

Appointed Managing Director; Head of theTechnology Development Division
Appointed Managing Director; Head of theBusiness Promotion Division
Appointed Managing Director; Head of theEngineer Business Division
Appointed Director; Head of the Engineer Business Division
Appointed Director; Head of the Human Resources
Business Division
Appointed Director; Head of the Engineer Business
Division (current)

April 2015

February 2016
February 2022

Appointed Director; Head of the Corporate
Planning and Strategy Division; Head of theEngineer Agency Business Division
Appointed Director; Head of the Corporate
Planning and Strategy Division
Appointed Director; Head of the Corporate
Planning and Strategy Division; Head of theEngineer Agency Business Division (current)

Head of the Technology Development Division

Born November 22, 1955
April 1978
Joined The Bank of Yokohama, Ltd.
December 1997 Appointed New York Branch Manager
April 2003
Appointed Executive Officer; Head of the 		
Financial Markets Dept.
April 2006
Appointed Managing Executive Officer
June 2006
Joined Kyodo Shiryo Co., Ltd.
(now Feed One Co., Ltd.) as Part-time Auditor
November 2007 Joined Mabuchi Corporation as Managing Director

February 2013
February 2016
February 2022

Appointed Director; Head of the Human
Resources Business Division
Appointed Director; Head of the Engineer
Business Division
Appointed Director; Head of the Human
Resources Business Division
Appointed Director; Head of the Technology
Development Division (current)

MORII Shinichiro

Skill Matrix of Executives
Name

November 2008 Appointed Senior Managing Director
June 2011
Joined Sagami Transportation & Warehouse Co., Ltd.
as Outside Director
November 2018 Joined Multitrans, Ltd. as CEO
April 2021
Joined Artner Co., Ltd. as Director and standing
member of the Audit and Supervisory Committee
April 2023
Joined Artner Co., Ltd. as Director and member ofthe Audit and Supervisory Committee (current)

Director and member ofthe Audit and Supervisory Committee

Born November 28, 1953
March 1976
Joined Takara Standard Co., Ltd.
May 2006
Appointed Kansai Direct Demand BranchPresident
April 2011
Appointed Executive Officer; Kansai Direct
Demand Branch President
April 2013
Appointed Managing Executive Officer;

Outside Director /Independent Director

Outside Director /Independent Director
Kansai Direct Demand Branch President
Appointed Managing Executive Officer;
Kansai Direct Demand Branch Manager andChubu Direct Demand Branch Manager
Appointed Advisor
Joined Artner Co., Ltd. as Director and member ofthe Audit and Supervisory Committee (current)

April 2019

June 2020
April 2021

Note: The table below does not represent all the experience and expertise possessed by each Director.

Positions and areas of responsibility

Corporate
management

SEKIGUCHI Sozo

President and CEO●

HARIGAE Tomonori

Director and Head of the Management Division●

OKUSAKA Kazuya

Director and Head of the Engineer Business Division●

SATO So

Director, Head of the Corporate Planning and Strategy Division, and Head of theEngineer Agency Business Division●

EGAMI Yoji

Director and Head of the Technology Development Division●

NOMURA Ryuichiro

Outside Director and standing member of the Audit and Supervisory Committee●

TERAMURA YasuhikoOutside Director and member of the Audit and Supervisory Committee●

MORII Shinichiro

Outside Director and member of the Audit and Supervisory Committee

SkillsBusinessstrategy●●●●

Recruitment
anddevelopment

●

Sales

●

●

●

●

●

●
●

FinanceandGovernanceaccounting

●
●

●
●
●
●

●

●

●

●
●

< Definition of Each Skill >Corporate management : Competence and experience engaging in corporate management and important decision-making.
Skills : Possesses a high level of expertise in the Company’s business fields, and has competence and experience promoting the growth andself-actualization of engineers.
Business strategy : Competence and experience discerning medium- and long-term societal changes and guiding the Company’s strategy accordingly.
Recruitment and development : Competence and experience maintaining and creating the Company’s unique “high value-added engineering group” even as the competition for
talent intensifies.
Sales : Competence and experience conducting appropriate sales from the client’s perspective based on their diversifying needs.
Finance and accounting : Possesses adequate knowledge in finance and accounting, and has competence and experience working on financial strategies for enhancing
enterprise value.
Governance : Adequate knowledge and experience needed to establish a corporate governance framework.

Artner Co., Ltd. Annual Report 2024

Data Section

February 2011

Director and member ofthe Audit and Supervisory Committee

Governance

Artner Co., Ltd. Annual Report 2024

March 2009

Head of the Corporate Planning and Strategy Division;
Head of the Engineer Agency Business Division

Born September 26, 1958
April 1981
Joined Osaka Technology Center Co., Ltd.
(previous name of the Company)
February 2007 Appointed Head of the Technology Development
Dept. of the Human Resources Division
April 2007
Appointed Director; Head of the
Human Resources Division
February 2010 Appointed Director; Head of the Business
Promotion Division

53

May 2008

Appointed Managing Director;
Head of the Management Division
Appointed Director; Head of the Management
Division (current)

Joined Mizuho Realty Co., Ltd. as Senior
Managing Executive Officer
September 2016 Joined Taiyo House Co., Ltd. as Vice President
March 2020
Joined Nihon Unist Inc. as Advisor
August 2020
Joined Marubeni Private Reit Inc. as Executive Officer
July 2022
Joined Artner Co., Ltd. as Director and memberof the Audit and Supervisory Committee
April 2023
Joined Artner Co., Ltd. as Director and standing
member of the Audit and Supervisory Committee (current)

Sustainability

Director

February 2007

Head of the Engineer Business Division

Born August 14, 1973
April 1998
Joined Nihon Bayer Agrochem(now Bayer Crop Science)
June 2004
Joined Aon Affinity
April 2007
Joined Artner Co., Ltd.; Appointed Head of the
Corporate Planning and Strategy Division
February 2013 Appointed Head of the Corporate Planning andStrategy Division; Head of the Engineer Agency
Business Division

EGAMI Yoji

TERAMURA Yasuhiko

April 2008

Growth Strategy

Director

Born February 18, 1956
April 1978
Joined Yasuda Trust & Banking Co., Ltd.
(now Mizuho Trust & Banking Co., Ltd.)May 1999
Appointed Kinshicho Branch Manager
April 2002
Appointed Hiroshima Branch Manager
April 2004
Appointed Head of the Securities Agency Sales Dept.
October 2005
Appointed Head of the Solution Sales Dept.
April 2007
Appointed Executive Officer; Head of the
Solution Sales Dept.

Head of the Management Division

Born September 3, 1955
April 1978
Joined Osaka Technology Center Co., Ltd.
(previous name of the Company)
October 1993
Appointed Head of the No.3 Business Dept.
February 2002 Appointed Standing Auditor
April 2004
Appointed Managing Director; Head of the
Human Resources Dept.
February 2007 Appointed Managing Director; Head of the
Human Resources Division
April 2007
Appointed Managing Director; Head of theBusiness Management Division

SATO So

Appointed President and CEO (current)
Appointed Head of the Hyper Artner
Business Division

Outside Director /Independent Director

Value Creation Story

Director

February 2002
February 2012

Director and standing member ofthe Audit and Supervisory Committee

Management Message

Director

Born May 24, 1954
April 1978
Joined Toyobo Interior Co., Ltd.
March 1982
Joined Osaka Technology Center Co., Ltd.
(previous name of the Company)
March 1990
Appointed Head of the Kanto Business Dept.
March 1991
Appointed Director
March 1993
Appointed Managing Director; Head of theGeneral Affairs Dept.

OKUSAKA Kazuya

NOMURA Ryuichiro

President and CEO

Born December 31, 1964
June 1983
Joined MEITEC CORPORATION(now MEITEC Group Holdings Inc.)
April 1988
Joined Osaka Technology Center Co., Ltd.
(previous name of the Company)
March 1993
Appointed Director;
Head of the Business Planning OfficeFebruary 1998 Appointed Director; Vice President

HARIGAE Tomonori

Directors Who Are Members of the Audit and Supervisory Committee

As of April 25, 2024

Introduction

As of April 25, 2024

54