GovernanceCorporate Governance

Basic Views

Overview of the Current Corporate Governance System

Artner’s No.1 business challenge is steadily improving shareholder value over the long term. So in addition to expanding our business and

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.

engineers 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.
At Artner, we are highly conscious of our social responsibility as a company, so in addition to strictly observing all applicable laws andregulations, we strive to sustain and develop favorable relationships with shareholders, with our local community, with all of our clientcompanies, and with all employees.
We are committed to further strengthening our internal control and risk management efforts through the application of business
management systems (including internal control systems) to enable flexible adaptation to changes in the business environment. In thisway, we will constantly improve our business management. Artner also will promptly disclose relevant information both inside and outside
the company and enhance business transparency.

The Board of Directors

The Audit and Supervisory Committee

The Board of Directors is comprised of eight Directors, five of

The Audit and Supervisory Committee is comprised of threewhom are not members of the Audit and Supervisory
Committee and three who are members of the committee.
The Board meets twice a month: At a mid-monthbusiness report board meeting, the members deliberate on
the Company’s monthly business performance; and at aregular month-end board meeting, they deliberate anddecide on matters relating to the Company’s

Outside Directors and meets twice a month.
Directors who are members of the committee also attend
board meetings and other important internal meetings. The
committee provides impartial and independent oversight of
the Company’s corporate management, based on the audit
standards as well as the audit policy and plans establishedby the committee.

management plan, as well as significant matters relating to
day-do-day business operations.

Company organization and internal control system

The Compliance andRisk Management Meeting

General Meeting of Shareholders

The Company convenes Compliance and Risk Management
Meetings once a month, attended by the President and CEO
Appointment /Dismissal

Appointment / Dismissal

Appointment /Dismissal

Board of Directors
Audit

ReportInquiry

ReportInquiry

ReportInquiry

President and CEO

ReportCompliance andRisk Management
Meeting

Sustainability
Committee

ReportReportCorporate Planning
andStrategy Division

29

Management
Division

ARTNER CO., LTD. Annual Report 2023

The Nomination
andRemuneration
Committee
ReportEngineer Business
Division

Directions /Commands

Internal Audit
OfficeCollaboration
Instructions

Engineer Agency
Division

Audit andSupervisory
Committee

Collaboration

Accounts
Audit

Internal Audit

Technology
Development
DivisonExternal
Accounting
Auditor

The Nomination and Remuneration Committee, chaired by themember of the Audit and Supervisory Committee, is composedof four members including the President and CEO and threemembers of the Audit and Supervisory Committee who are
Outside Directors, and will be held at least four times a year.
The Nomination and Remuneration Committee will reportto the Board of Directors on the appointment/dismissal andIn these meetings, members discuss policies and actions

remuneration of Directors in order to enhance the fairness

to ensure that all officers and employees of the Company

and objectivity of the decision-making process ofabide by laws and the Company’s Articles of Incorporation,

nominating and determining the remuneration of Directors

and draw up the Risk Management Guidelines.

as well as enhancing corporate governance.

Sustainability Committee

External Accounting Auditor of Record

The Company convenes the Sustainability Committee four

The Company employs KPMG AZSA LLC as its accounting

times a year, attended by the President and CEO and otherConsultation
Consultation /AdviceSupervisory Committee, Directors who are members of thecommittee, and division and department heads.

Audit /
Supervision

Selection /Discharge

and other Directors who are not members of the Audit and

The Nomination andRemuneration Committee

Directors who are not members of the Audit and Supervisory
Committee, Directors who are members of the committee, anddivision and department heads.

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

The members hold discussions to promote and manage
the progress of issues and initiatives related toLegal Advisors

sustainability.

ARTNER CO., LTD. Annual Report 2023

30

GovernanceCorporate GovernanceStatus of outside directors
Policy and process for appointment or removal of director candidates
who are not members of the Audit and Supervisory Committee

The Company has three outside directors, and one of them holds shares of the Company. Apartfrom this shareholding position, none of the three outside directors has any vested interests in
he Company, including personal, capital, or business relationships.

The Nomination and Remuneration Committee deliberates and reports to the Board of Directors on director candidates who are not

Each outside director plays a role in ensuring that highly effective audits are conducted, from anmembers of the Audit and Supervisory Committee after an extensive scrutiny of their knowledge, experience, and ability necessary to

objective and neutral view point, and we believe that the current system satisfactorily fulfills its

manage the Company’s business divisions and day-to-day operations. The Board of Directors then nominates the director candidates.

management monitoring and advisory functions. The three outside directors are designated as
independent directors as defined by the Tokyo Stock Exchange and they are registered with the

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 are membersof the Audit and Supervisory Committee after an extensive scrutiny of their experience, expertise in corporate financing and accounting,exchange.
Although the Company does not have any specific standards or policies regarding independence
for the appointment of outside directors, when making such appointments we not only meet theregulatory requirements established by the Companies Act, but also take into account the Tokyo
Stock Exchange’s criteria for ensuring the independence of independent directors.

practical knowledge on the Company’s businesses, and general knowledge on corporate management necessary to audit and oversee theReasons for appointment

performance of duties by directors who are not members of the Audit and Supervisory Committee. The Board of Directors then nominates
the director candidates.

NOMURA
Ryuichiro

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, deliber-

Attendance

ates on the appointment or removal of the President and CEO from office when such need arises, based on the business perfor-

He has been appointed as Outside Director as he has awealth of experience and expertise gained from years ofservice in key roles and positions at financial institutions andin corporate management, and as he is expected to deliver
well-rounded judgments based on his unique career andprovide impartial and objective oversight.

Attended all 14 meetings of the Board of Directors and all 12 meetingsof the Audit and Supervisory Committee since assuming office on July29, 2022.

mance of the Company as well as the job performance of the President and CEO.
Regarding future CEO appointments and dismissals, Nomination and Remuneration Committee, a voluntary advisory board com-

Reasons for appointment

posed of a majority of Independent Directors, shall deliberate and report to the Board of Directors, thereby establishing a structurewith high fairness, transparency and objectivity under appropriate supervision from the Board of Directors.

Succession plan

TERAMURA
Yasuhiko

The Company recognizes that it is critically important to have in place a succession plan for the President and CEO and other members of
the Executive Team. The Board of Directors is responsible for nominating successors to these members from among qualified candidates
after an extensive scrutiny of their experience, knowledge, and expertise in recruiting, training, sales, and administrative functions that

Attendance

support the Company’s engineer placement business.

He has been appointed as Outside Director as he has awealth of experience and expertise gained from years ofservice in key roles and positions at financial institutions,and as he is expected to deliver well-rounded judgments
based on his unique career and provide impartial andobjective oversight.

Attended all 31 meetings of the Board of Directors and all 26
meetings of the Audit and Supervisory Committee.

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

Reasons for appointment

supervision from the Board of Directors.

MORII
Shinichiro

He has been appointed as Outside Director as he has awealth of experience and expertise gained from his career at
key positions at Takara Standard Co., Ltd., and as he isexpected to deliver wellrounded judgments based on his
unique career and provide impartial and objective oversight.

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.

31

ARTNER CO., LTD. Annual Report 2023

Attendance

Attended all 31 meetings of the Board of Directors and all 26
meetings of the Audit and Supervisory Committee.

ARTNER CO., LTD. Annual Report 2023

32

GovernanceCorporate Governance

Policies for determining the remuneration of
directors and calculation methods
Remuneration of directors

Analysis and evaluation of the effectiveness of the Board of Directors

and a performance-linked bonus. The upper limits of the

The policy for determining the percentageof the amount of remuneration for eachindividual

remuneration established by resolution at the general meeting ofThis policy shall be decided based on the reports that areshareholders held on April 27, 2017, are ¥200 million per year

deliberated by the Nomination and Remuneration Committee,

for five directors who are not members of the Audit andcomprehensively taking into account the role and contribution

Supervisory Committee and ¥30 million per year for threestatus of each director as well as business performance.

The remuneration of directors consists of a basic remuneration

directors who are members of the Committee.

The basic remuneration

The Board of Directors and the Audit andSupervisory Committee

The basic remuneration is determined based on the amountestablished for each director position, with the Company’s

Under its Corporate Governance Code, the Company periodically analyzes and evaluates the effectiveness of its
Board of Directors in order to make it work better.
A summary of the findings from the analysis and evaluation conducted for the fiscal year ended January 31, 2023,
is as follows.

Evaluation method and process

Summary of the analysis and evaluation results

A questionnaire survey to evaluate effectiveness for the fiscal

The Company has found from the most recent survey results

year ended January 31, 2023, was distributed to all eightthat the effectiveness of its Board of Directors has been

directors. Based on the responses collected, the Board ofmaintained.

Directors discussed its issues and actions to address them.

The Nomination and Remuneration Committee discussed and

The Board of Directors and the Audit and Supervisory Committee

business performance, relative weight against employee sala-have the authority over the remuneration of directors. Thisries, and remuneration levels at other companies taken into

authority extends to deliberating and determining the amount ofconsideration. However, if it is not appropriate to pay a remu-a basic remuneration and a performance-linked bonus for eachneration calculated in such a manner due to a significant decline

director.

in the Company’s business performance or other factors, theThe remuneration of directors who are not members of the Audit

Company reserves the right to reduce the amount of basic

and Supervisory Committee is determined solely by the Board

remuneration.

evaluate effectiveness. The survey asked members of the Board

The metrics for performance-linked
bonusespoint scale.

of Directors, whereas the remuneration of Audit and Supervisory
Committee members is determined by deliberation among themembers of the Committee.

a formula based on the Company’s annual profit, as this is
judged to be the most reasonable way to measure the perfor-

The method of determining this policy is set forth in the rules
concerning the remuneration of directors, resolved by the Board

requirements, qualifications, and education for President and

Evaluation items
The Company conducted a 31-item questionnaire survey toto make a self-evaluation by giving comments and grading on a

The metrics for performance-linked bonuses is calculated using

Determining the policy for determining the
remuneration for each individual

reported to the Board of Directors the basic policy on themance of directors.

The survey focused on the following five areas:deliberation, and confirmed the need for continuous discussion.
It was also confirmed that important agenda items for the Boardof Directors, such as the Medium-Term Business Plan and risk
management efforts, require discussion on medium- andlong-term strategies and appropriate supervision of the
progress of each measure.

a. The composition of the Board of Directors
b. Planning, convening, and administration of board meetingsc. Matters selected for deliberation at board meetings
d. Administrative assistance provided to the Board of Directors
e. Relationships with shareholders

of Directors.

CEO, directors, and other executives as the main items for

The way forward
The Board of Directors will take the necessary actions toaddress some remaining issues identified from the survey tocontinue to enhance its effectiveness.

The Board of Directors
The Board of Directors receives reports that are deliberated by
the Nomination and Remuneration Committee based on thepolicy for determining the remuneration and within the range ofthe total amount resolved by the General Meeting of
Shareholders, so the Board of Directors deems that the content
of the report is in line with the said policy.

remuneration below includes that of
Total amount of remuneration of directors(FY2023) *The
one outside director who resigned as of July 29, 2022.

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

33

ARTNER CO., LTD. Annual Report 2023

Amount by type of remuneration
Total amount of(in thousands of yen)remuneration
Performance( in thousands of yen) Basic remuneration-linked bonus

Numberof corresponding
directors

109,896

93,10916,787

5

24,096

22,8151,281

4ARTNER CO., LTD. Annual Report 2023

34

GovernanceRisk Management / Compliance

Summary of Major Risks and Countermeasures
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.

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

The Complianceand Risk Management Meeting

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

Risk

Definition

Countermeasure

Performancetrends in the
manufacturingindustry

Our 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.

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.

Competition withother companies 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 suitableclients for our
dispatchingbusiness

Although 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 is 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 scienceand engineering
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, andpermits

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 prediction 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.

Prime Market
listing maintenancecriteria

Depending on our financial status and business performance as well as
the market environment and economic conditions, there is a risk that we
may not be able to meet the Prime Market’s listing maintenance criteria
by the fiscal year ending January 31, 2025.

In order to meet the listing maintenance criteria by the fiscal year ending
January 31, 2025, we will take various measures such as increasing theratio of tradable shares, increasing earnings per share (EPS), increasing
shareholder returns, and improving capital efficiency.

the President and CEO, as part of a system aimed at thoroughly educating employees regarding all 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, andInternal
Whistleblowing
Systemother people engaged in work for the Company can report corruption or wrongdoing to theWhistleblowing 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 of such reporting. The system is designed to ensure the effectiveness ofwhistleblowing to prevent or quickly detect violations of applicable laws and regulations.

Internal Audits
by the Internal
Audit Office

35

ARTNER CO., LTD. Annual Report 2023

The 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 theimprovement of the systems, it ensures that all employees lawfully execute their duties.

ARTNER CO., LTD. Annual Report 2023

36

GovernanceInterview with Outside Director(center)

NOMURA Ryuichiro

Director and standing member of the
Audit and Supervisory Committee(left)TERAMURA YasuhikoDirector and member of the
Audit and Supervisory Committee(right)MORII Shinichiro

Director and member of the
Audit and Supervisory Committee

How do you see your roles as Outside Directors
and Audit and Supervisory Committee members?
Nomura: In addition to auditing the work of the Executive

Medium-Term Business Plan was created in response to thereorganization of the Tokyo Stock Exchange, when thecompany selected the Prime Market. The basic policies

and fairness in corporate governance. At the same time, I

remain unchanged from the previous Medium-Termtry to provide them with advice, drawing from myBusiness Plan, but the new plan specifies that the company

experience, connections, and expertise.

will focus on dispatching engineers to carbon neutral fields.
The company has dispatched many engineers to carbon

my first priority is to establish a corporate governanceneutral fields so far, and this is a well-timed measure,system through the work of the Executive Directors. I also

considering clients’ current needs and the characteristics of

aim to encourage the Executive Directors to act proactively

the company’s engineers. As for diversity and inclusion in

by leveraging my experience and knowledge to advise themtalent management, women and foreign workers (overseas

on management policies and areas for improvement.

students) are gradually coming to play more active roles.

Morii: I supervise the overall management of the company by

The fact that work is increasing in the contracting businessproviding advice on management policies and areas foris also a plus in this regard.The company’s immediate task

improvement, focusing on both the “defensive” aspect ofis to satisfy the criterion for tradable share market

striving to maintain an environment in which governance iscapitalization, which is part of the listing maintenanceimplemented properly and risks are mitigated, and thecriteria for the Prime Market. I believe that the company will“growth-oriented” aspect of achieving sustainable growth,

be able to achieve this goal by steadily working on thewith the ultimate goal of maximizing corporate value.

Looking back on the previous Medium-TermBusiness Plan, what are your thoughtson the new Medium-Term Business Plan?
Nomura: I think the new Medium-Term Business Plan, which

various tasks listed in the Medium-Term Business Plan.
Morii: Achieving the targets of the Medium-Term Business Plan
will lead to fulfillment of the listing maintenance criteria. To
do so, the company needs to closely monitor progress andaddress any issues and tasks early-on. The market size ofthe engineer dispatching business and clients’ R&D costs

was prepared while selecting the Prime Market of the Tokyo

are increasing year after year, so it is important to work

Stock Exchange, is appropriate. The target of net sales of

toward achieving the goal of reaching 1,600 engineers.

11.6 billion yen by FY2025 (final year of the Medium-Termdrastically changing social environment, I believe that

What is your assessment of the effectivenessof the Board of Directors and how it operates?

stakeholders will appreciate that the company has

Nomura: The Board of Directors meets twice a month, once toBusiness Plan) is well within reach. In the midst of apositioned carbon neutrality as a pillar of its operations,deliberate on the company’s business performance, andwhich will lead to an increase in corporate value.

once to decide on important matters. Detailed matters are

Teramura: The previous Medium-Term Business Plan coincided

reported at business report board meetings, and management

exactly with the COVID-19 pandemic. Although the company

strategies are discussed at regular month-end board

struggled in FY2022 due to delays in assigning newly

meetings, with an eye to increasing corporate value over thegraduated employees and other factors, client demand for

medium to long term. I think it is an effective operational

our dispatched engineers remained strong, and there wasapproach. In addition, based on the content discussed inno significant slowdown of business. Under these

these meetings, specific measures are discussed atcircumstances, with respect to strategies by segment, which

company-wide verification meetings and management

is one of the Basic Measures of the Medium-Term Businessstrategy meetings. I think everyone is mindful of streamlining

Plan, I believe that the company made steady progress in

ARTNER CO., LTD. Annual Report 2023

recruitment, education, and assignment. The new

Directors, I work with the Directors to enhance transparency

Teramura: As stipulated by law, and on behalf of the shareholders,37

measures are being taken for each segment in terms ofthis process for prompt and accurate operational measures.

the recruitment, education, and assignment of talent in eachTeramura: The Board of Directors holds two separate meetings,

segment. The Audit and Supervisory Committee conducts

which helps to narrow down the agenda for each Board ofinterviews every year with the individuals in charge of each

Directors meeting. I believe it operates effectively. Very

division within the company, and I feel that appropriate

detailed matters are reported at the business report board

ARTNER CO., LTD. Annual Report 2023

38

GovernanceInterview with Outside Director

meetings. Although it can be a little too detailed, it is helpful

contributions to society as a form of CSR. In July 2022,

Medium-Term Business Plan. The company is facing afor us Outside Directors to understand the situation inside

however, it reorganized the then CSR Promotion Meeting

difficult environment in terms of recruitment and otherthe company. I also appreciate that the board meeting

into the Sustainability Committee, strengthening its efforts

matters, I am certain that it will achieve these goals. In thematerials are distributed at least one day in advance, andto address sustainability issues. The company has been

future, I hope that Artner will contribute to the creation of athat the documents about important agenda items arefocusing on developing talent and strengthening

more enriched society by meeting clients’ needs andpresented in advance at a prior board meeting to allow us

governance, and I expect it to make further progress towardgaining their confidence through the provision of talent that

achieving the goals it has set in its materiality assessment.

will contribute to a variety of technologies and services,time to review them carefully. In addition, because I am
based at the Tokyo headquarters, I am able to ask

Morii: I commend the company for promoting a business plansuch as EVs and industrial robots.

questions about detailed matters to the Corporate Planningthat places carbon neutrality as one of the pillars of its

Teramura: As discussed by the Nomination and Remunerationand Strategy Division on the same floor. This has been verybusiness activities, and for its progress in tightening

Committee, Artner celebrated the 60th anniversary of its

helpful for our auditing activities.

governance and compliance.

Morii: I think that the bimonthly board meetings and quarterly
special board meetings enable all Directors to communicate
and share their opinions on policies and issues.

What do you think Artner’s role should
be in addressing social issues, andhow has it contributed to that end?
Nomura: I believe that the company is enhancing its

founding in 2022, and it will need to pass down the
management of the company to the next generation in the
not-too-distant-future. The majority of the current officers
have been involved in the management of the company
since before it went public. I think they need to start
searching for and developing talent to lead the next

responsiveness by providing educational opportunities forgeneration right now. Going forward, I hope that young

its engineers to improve their skills, and by striving toemployees will take the initiative in growing the company.

enhance their technical and human capabilities. I applaud

Morii: The aging of Directors and the low utilization rate of

the company for its role in society, which is supporting

women are challenges that the company needs to resolve. I

engineers and working to contribute to the sustainable

also think there is much room for improvement in cooperation

growth of client companies.

and information-sharing between units.

Teramura: Japan’s employment system has changed drasticallyfrom one that was mainly based on a model of lifetime
employment. Today, in what is also known as the VUCA
generations need to hone their skills even more than ourLastly, please leave us with a message fromyour respective standpoints.

generation and grow up prepared to adapt to any social

Nomura: The company must achieve sustained growth and(Volatile, Uncertain, Complex, and Ambiguous) age, younger

environment. Artner provides young engineers with job andlearning opportunities, and offers a variety of career paths
to suit each individual’s respective interests. It can be said
that the company is contributing to society by improving
Japan’s technical capabilities and providing a place forreskilling. Going forward, I believe that the company canmake an even greater contribution to society by further
promoting diversity and inclusion in talent management, as
outlined in its Medium-Term Business Plan.

What is your assessment of thecompany’s sustainability efforts?
Nomura: The company is aiming to achieve its management
philosophy based on the basic policies of cultivating

expand its operations toward carbon neutrality in line with
the SDGs. I also think that it is important to engage incommunity service activities.

strengthen its efforts around sustainability, including social

What are some of the challenges
facing Artner? What are your expectations
for Artner in the future?

responsibility and environmental issues.

Nomura: Meeting the listing maintenance criteria for the Prime

people, employee happiness, corporate governance, andcontributing to society. I expect the company to continue toTeramura: Originally, the company mainly focused its efforts on

39

Morii: Going forward, the company will need to continue to

ARTNER CO., LTD. Annual Report 2023

increase its medium- and long-term enterprise value inorder to fulfill its responsibility to society in cooperation withshareholders and other stakeholders. I will strive to ensure
the effectiveness of corporate governance by exercising myaudit capability and being mindful of maintaining objectivity.
Teramura: Although progress on the Medium-Term Business
Plan has been smooth so far, the most important things towatch out for are scandals and any other issues that may
betray shareholders’ expectations. To avoid this, it is criticalto ensure that the company’s Internal Control System is wellmanaged and that everyone deals with issues with a senseof urgency. We, too, are determined to do our utmost to
avoid any such issues.
Morii: This is a growing and expanding industry, and market
conditions are good. I believe that there is a bright andpromising future ahead if the entire company tackles eachchallenge and plan.

Market of the Tokyo Stock Exchange and fulfilling the

ARTNER CO., LTD. Annual Report 2023

40

Governance

Executive Team

Directors who are not members of the Audit and Supervisory Committee

As of April 27, 2023

President and CEO

HARIGAE Tomonori

OKUSAKA Kazuya

SATO So

EGAMI Yoji

ARTNER CO., LTD. Annual Report 2023

February 2007
May 2008

March 2009
February 2010
February 2011
April 2011
February 2013
February 2016

April 2015

Director and member ofthe Audit and Supervisory Committee

February 2016
February 2022

February 2011
February 2013
February 2016
February 2022

Director and member ofthe Audit and Supervisory Committee

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)

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)

Outside Director /Independent Director

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)

Outside Director /Independent Director

MORII Shinichiro

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

April 2008

TERAMURA Yasuhiko

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

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)

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)

NOMURA Ryuichiro

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.

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

Head of the Technology Development 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

41

Appointed Head of the Hyper
Artner Business Division

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

Director

February 2012

Head of the Engineer Business 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

Director

Director and standing member ofthe Audit and Supervisory Committee

Head of the Management Division

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.

Director

As of April 27, 2023

SEKIGUCHI Sozo

Born December 31, 1964
June 1983
Joined MEITEC CORPORATION
April 1988
Joined Osaka Technology Center Co., Ltd.
(previous name of the Company)
March 1993
Appointed Director; Head of theBusiness Planning OfficeFebruary 1998 Appointed Director; Vice President
February 2002 Appointed President and CEO (current)

Director

Directors who are members of the Audit and Supervisory Committee

April 2019

June 2020
April 2021

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)

Skill Matrix of Executives
Name

Positions and areas of responsibility

Corporate
management

Businessstrategy

Recruitment
anddevelopment

Sales

●

●

●

●
●

SEKIGUCHI Sozo

President and CEO●

HARIGAE Tomonori

Director Head of the Management Division

●

●

●

OKUSAKA Kazuya

Director Head of the Engineer Business Division

●

●

●

SATO So

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

EGAMI Yoji

Director Head of the Technology Development Division●

NOMURA Ryuichiro

Outside Director and member of the Audit and Supervisory Committee●

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

MORII Shinichiro

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

FinanceandGovernanceaccounting

●
●
●

●

●

●

●

●
●

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

ARTNER CO., LTD. Annual Report 2023

42