Corporate Governance

Basic Stance on Corporate Governance

Based on our corporate philosophy "One shines, We shine, All shines." we have positioned the enhancement of corporate governance as one of the most important issues in corporate management in order to realize continuous corporate growth in the future, and are working to increase management transparency, strengthen supervisory functions, and accelerate decision making.

Compliance with Corporate Governance Code

The Company has implemented all the basic principles of the Corporate Governance Code.
For details, please refer to the Corporate Governance Report.

Corporate Governance Report（Japanese）

（144KB）

Corporate Governance Structure

Internal controls

1. Basic Policy and Status of Internal Control System

Basic Policy for Internal Control System

The Company's Board of Directors has resolved the following "Basic Policy on Internal Control System" to further improve the company-wide control environment and smoothly promote control activities.

(1) Systems to ensure that the execution of duties by directors and employees complies with laws and regulations and the Articles of Incorporation
ⅰ. In order to conduct business activities in compliance with laws and regulations, the Articles of Incorporation, internal rules, and general social norms, the Company shall establish a "Compliance Charter" as a code of conduct, ensure thorough awareness of compliance, and establish and operate an effective system including monitoring.
ⅱ. The Company shall operate an internal reporting system in order to improve self-cleansing against illegal or improper acts, etc.
ⅲ. The Company shall establish an Internal Audit Office, which shall conduct internal audits in an independent manner in cooperation with the Audit Committee and the Accounting Auditor. In addition, from time to time, the Company shall report problems and future issues to the President and Representative Director.
ⅳ. The Company shall sever all relationships with antisocial forces, and shall take a resolute stance against any unreasonable demands, etc.

(2) System for the storage and management of information related to the execution of duties by directors
ⅰ. The Company shall record, store and manage various minutes and information related to the execution of duties by Directors in documents in accordance with the "Document Management Regulations" and other relevant regulations.
ⅱ. Directors, the Audit Committee and the Internal Audit Office may inspect these documents as necessary.

(3) Regulations and other systems for managing risk of loss
ⅰ. The Company shall establish the Risk Management Committee as an organization to oversee risk management activities in accordance with the "Risk Management Regulations" and other relevant regulations.
ⅱ. The Risk Management Committee shall verify the status of risk management and review risk management in response to the identification of new risks and other circumstances. These activities shall be regularly reported to the Board of Directors, etc.

(4) Systems to Ensure Efficient Execution of Duties by Directors
ⅰ. The Company shall hold a meeting of the Board of Directors once a month and other meetings as necessary. ii. In addition, important matters shall be discussed at the Management Committee and other meetings in advance.
ⅱ. In accordance with the "Regulations on Division of Duties" and "Regulations on Administrative Authority," etc., the Company's division heads shall execute operations based on decisions made by the Board of Directors within the scope of their responsibilities and authority.

(5) System to ensure the appropriateness of financial reporting
With an emphasis on reliable financial reporting, MTG Group shall continuously develop, operate, evaluate, and improve internal controls based on the "Internal Control Rules.

(6) System to ensure the appropriateness of operations of the MTG Group's corporate group
ⅰ. In accordance with the "Regulations for Management of Affiliated Companies," etc., the Company shall report and resolve important management decisions at the Board of Directors' meeting for its affiliated companies.
ⅱ. The Company shall establish internal controls and build a system for efficient discussion, information sharing, etc. concerning internal controls.
ⅲ. The Internal Audit Office shall conduct internal audits and report the results to the President and Representative Director and the Audit Committee.

(7) Matters concerning the system regarding employees who are requested by the Audit Committee of MTG to assist its duties, matters concerning the independence of such employees from directors, and matters concerning the securing of the effectiveness of instructions to such employees
ⅰ. The Company shall assign such employees to the Internal Audit Office. ii. The Audit Committee may order employees belonging to the Internal Audit Office to perform matters necessary for auditing. In addition, employees who receive orders from the Audit Committee to perform audit duties shall not receive any instructions or orders from Directors (excluding Directors who are members of the Audit Committee), etc. with respect to such orders.
ⅱ. Directors (excluding Directors who are members of the Audit Committee) and the Personnel Division shall ensure that other employees are informed that such employees are subject to the instructions and orders of the Audit Committee, and shall ensure that such employees have the time necessary to assist the Audit Committee in its duties.
ⅲ. With respect to such employees, in order to ensure independence from Directors other than Audit Committee members and the effectiveness of instructions from the Audit Committee, decisions regarding the appointment, transfer, evaluation, and other personnel matters concerning the duties of the Audit Committee and Audit Committee members shall require the consent of the Audit Committee.

(8) Systems for directors (excluding directors who are members of the Audit Committee) and employees to report to the Audit Committee of MTG and systems to ensure that they will not be treated unfairly because of such reporting.
ⅰ. Directors (excluding Directors who are members of the Audit Committee) and employees shall report the execution of their duties through the attendance of Audit Committee members at meetings of the Board of Directors and other important meetings, and shall promptly report other necessary important matters.
ⅱ. Directors (excluding Directors who are members of the Audit Committee) and employees shall prohibit any disadvantageous treatment to those who report to the Audit Committee by reason of their having reported to the Audit Committee in accordance with the Whistleblower Protection Act (*).
*Based on the laws of each country.

(9) Other systems to ensure that audits by MTG's Audit Committee are conducted effectively
i. The Audit Committee shall hold regular meetings with the President and Representative Director and the Independent Auditor, respectively, to exchange opinions. In addition, a system shall be established to ensure that the audits of the Audit Committee are conducted effectively by, for example, ensuring the attendance of Audit Committee members at various meetings.
ⅱ. Expenses incurred in the performance of duties by the Audit Committee shall be borne by the Company. Such expenses shall be handled in accordance with predetermined procedures.

2. Basic Policy and Status of Establishment for Elimination of Anti-Social Forces

The Company shall take a firm stand against antisocial forces that threaten social order and safety, and shall have no relationship with such forces. In addition, we have a system in place in cooperation with outside professional organizations such as the police and lawyers in case of unjustified demands.

Board Member

Director

Chairman of the Board

Yoshihito Ohta

Mar,1978

Joined Kyocera Corporation
Jun,2003

Appointed Executive Officer of Kyocera Corporation
Jun,2010

Appointed Director, Executive Officer and Managing Director of Kyocera Corporation
Dec,2010

Appointed Deputy Trustee and Senior Managing Executive Officer of Japan Airlines Co., Ltd.
Feb,2011

Appointed Assistant to Chairman, Japan Airlines Co.
Feb,2012

Appointed Assistant to the President and Senior Managing Executive Officer of the company
Dec,2015

Appointed Chairman and Representative Director of KYOCERA Communication Systems Co., Ltd.
Apr,2018

Appointed Advisor of the Company
Jun,2018

Appointed Outside Director of Konoike Transport Co., Ltd.(to present)
Sep,2019

Appointed Chairman of the Company
Dec,2019

Appointed Chairman of the Board of Directors of the Company (to present)
Dec,2021

Appointed Chairman of the Board of Directors of EVERING Corp. (to present)

Significant concurrent positions
Outside Director of Konoike Transport Co., Ltd.
Chairman of the Board of Directors of EVERING Corp.

President and Representative Director

Tsuyoshi Matsushita

Apr,1989

Joined Nippon Denso Co. Ltd. (currently DENSO CORPORATION)
May,1992

Joined Yamahisa Corporation
Jun,1994

Established Auto Service BLAZE Corporation
Jan,1996

Established MTG BLAZE Corporation (currently MTG) Appointed President and Representative Director (to present)
Nov,2018

Establishment of Tsubaki of Gotoh Corporation Appointed Representative Director

●Director in charge of Development Division

Significant concurrent positions
No significant concurrent positions

Senior Managing Director

Makoto Yoshitaka

Apr,1979

Joined Japan Airlines Co.
Sep,1999

GE Yokogawa Medical Systems Corporation
(now GE Healthcare Japan K.K.)
Appointed Director and Head of Accounting Division
Nov,2002

Appointed Executive Officer and CFO of Shared Services Company, LVMH Fashion Group Japan K.K.
Appointed Executive Officer, Shared Services Company CFO
Nov,2004

Appointed Director, Executive Officer and Senior Managing Director of Kanebo, Ltd.
Jan,2006

FAST RETAILING CO., LTD.
Appointed Executive Officer, Group CFO
Sep,2009

Appointed Executive Officer of Jyu-seikatsu Group Co.
(currently LIXIL Group Corporation), Executive Officer
Oct,2013

Appointed Senior Executive Officer, LIXIL Group Corporation
Jul,2017

Appointed Auditor of Foresight Inc.
Sep,2019

Appointed Special Advisor for Administration of the Company
Dec,2019

Appointed Senior Managing Director of the Company (to present)

Director in charge of Administration Division, General Manager of Management Promotion Division

Significant concurrent positions
No significant concurrent positions

Director

Yusuke Inoue

Mar,1987

Joined Grand Uisco Co.
(currently Grandware Co., Ltd.)
Jun,1989

Established Presto Co.
May,1994

Established Plex Co.
(currently Phoenix Corporation) is established
Appointed Representative Director
Aug,1998

Established Japan Trade Ocean Co.
(currently SURGIC Co., Ltd.) is established.
Appointed Representative Director
Aug,1998

Appointed Representative Director of Presto Co.
Apr,2011

Established ANDRAIVE Co.
(currently MTG Professional Inc.) is established.
Appointed Representative Director (current position)
Jan,2014

Joined the Company, Appointed Executive Officer
Dec,2015

Appointed Director of the Company (current position)
Sep,2020

Appointed Director of MTG FORMAVITA Corporation (to present)
Aug,2021

Appointed Representative Director of MTG Mediservice Inc. (to present)

In charge of Professional Business and BEAUTY STORE Business Division, General Manager of Professional Business Division

Significant Positions Held Concurrently
Representative Director, MTG Professional Inc.

Director

Hajime Motojima

Apr,1996

Joined Royal Co.
Apr,1997

Joined Hikari Tsushin, Inc.
May,1998

Joined J Communications Inc.
May,2001

Established Forsythe Inc. and became Representative Director
Jun,2013

Appointed Director of the Company (to present)
Apr,2020

Appointed Representative Director of M's Agency Inc.

Director in charge of Direct Marketing Business and Retail Sales Division
General Manager of Sales and Marketing Division

Significant concurrent positions
Representative Director, M's Agency, Inc.

Director (Outside)

Akio Takahashi

Apr,1978

Joined Daiwa Securities Co.
Apr,2008

Appointed Managing Director of Daiwa Securities SMBC Principal Investments Co. Ltd.
Apr,2009

Appointed Senior Managing Director of Daiwa Securities Co.
Jun,2012

Appointed Director and Executive Vice President of Daiwa Securities Group Inc.
and Representative Director and Executive Vice President of Daiwa Securities Co., Ltd.
Apr,2015

Daiwa Investment Management Co. Ltd.
Representative Director and President of Daiwa Investment Management Co., Ltd.
and Chairman of the Board of Daiwa Corporate Investment Co., Ltd.
and Chairman of the Board of Daiwa PI Partners Co., Ltd.
Jul,2017

Biomass Fuel Co., Ltd.
Appointed Outside Director (to present)
Jun,2019

Appointed Outside Director of Suzumo Machinery Co., Ltd.
Dec,2019

Appointed Outside Director of the Company (to present)

Significant concurrent positions
Outside Director of Biomass Fuel Co., Ltd.
Outside Director of Suzumo Machinery Co., Ltd.

Director (Outside)/Audit Committee Member

Yutaka Ohata

Apr,1979

Joined TOMEN Corporation (currently Toyota Tsusho Corporation)
Dec,1991

Appointed Head of Legal and Examination Department of TOMEN Europe S.A.
Dec,1998

Appointed Head of Legal and Examination Department, TOMEN Limited, U.K.
Apr,2002

Appointed Group Leader, Examination Group, Risk Management Department
Mar,2004

Appointed Group Leader, ERM Planning Group, ERM Department
Apr,2011

Transferred to Tomen Devices Corporation, assumed ERM Department Manager
Jun,2014

Appointed as Full-time Auditor of the company
Feb,2016

Retired from Toyota Tsusho Corporation (formerly TOMEN Corporation)
Dec,2019

Appointed Outside Director (Full-time Audit & Supervisory Board Member) of the Company (to present)

Significant concurrent positions
No significant concurrent positions

Director (Outside)/Audit & Supervisory Committee Member

Shingo Iseki

Apr,1981

Joined Nisshin Audit Corporation (currently Ernst & Young ShinNihon LLC)
Mar,1984

Registered as a Certified Public Accountant and a Certified Tax Accountant
Jul,1987

Opened Izeki Certified Public Accountant Office and assumed the position of Director (to present)
Jun,1991

Appointed Representative Director of Iseki Sogo Management Center Co. (to present)
May,2003

Appointed part-time auditor of Sanyo Corporation (to present)
Jul,2003

Appointed Representative Director of Kongo Corporation (to present)
Feb,2009

Appointed Outside Corporate Auditor of Universal Gardening Co. (to present)
Feb,2010

Appointed Outside Corporate Auditor of Asahi Eito Co.
Dec,2019

Appointed Outside Director (Audit & Supervisory Board Member) of the Company (to present)
Nov,2021

Retired from External Corporate Auditor of Asahi Eito Co.

Significant Positions Held Concurrently
President, Izeki Certified Public Accountant Office
Representative Director, Iseki Sogo Management Center Co.
Representative Director of Kongo Corporation
Outside Corporate Auditor of Universal Gardening Co.
Part-time Auditor of Sanyo Corporation

Director (Outside)/Audit Committee Member

Ayako Shimizu

Apr,1999

Registered as a lawyer (Nagoya Bar Association, now Aichi Bar Association) and joined Ishihara Law Office (now Ishihara Sogo Law Office) (current position)
Jun,2014

Corporate Auditor (currently Audit & Supervisory Board Member),SYNCLAYER INC.(to present)
Apr,2015

Appointed Vice President, Aichi Bar Association; Director, Chubu Federation of Bar Associations
Apr,2016

Member of Aichi Dispute Coordinating Committee, Member of Evaluation Committee for Selection of Candidates for After-School Program and Lifelong Learning Liberation Operation Leader, City of Nagoya
Apr,2017

Member of Nagoya City Information Disclosure Review Board (present post)
Jul,2017

Member of Aichi Prefecture Construction Dispute Review Committee
Nov,2017

Member of Aichi Prefecture Sanitation Measures Council
Dec,2017

Member of Nagoya District Court Committee
Jan,2018

Member of Judicial Commission (to present)
Apr,2018

Member of the Program Council of CBC TELEVISION Co.,Ltd.
Apr,2019

Mediator and arbitrator, Dispute Resolution Center, Aichi Bar Association (to present)
Dec,2019

Appointed as Outside Director (Member of the Audit Committee) of the Company (to present)
Apr,2020

Member of ombudsman6 Committee, Nagoya Television Broadcasting Corporation (to present)
Jun,2020

Appointed Outside Director of Aica Kogyo Company, Limited
Aug,2021

Chairman, Aichi Prefecture Construction Dispute Review Committee (to present)
Sep,2021

Member of the Subcommittee of Civil Procedure Law (IT-related), Legislative Council
Apr,2022

Member of Selection Committee for public solicitation for designated manager of district hall (to present)

Significant Positions Held Concurrently
Attorney at Law, Ishihara Sogo Law Office
Member of the Audit Committee, SYNCLAYER INC.
Outside Director, Aica Kogyo Company, Limited

Skill Matrix for Each Director and Audit Committee Member

Name	Position	Corporate Management, Corporate Strategy	Development, Technology, IT	Sales and Marketing	Internationalization & Diversity	Finance, Accounting, Capital Markets	Legal, Risk Management
Yoshihito Ohta	Chairman of the Board	○			○		○
Tsuyoshi Matsushita	President and Representative Director	○	○	○
Makoto Yoshitaka	Senior Managing Director				○	○	○
Yusuke Inoue	Director	○		○
Hajime Motoshima	Director	○	○	○
Akio Takahashi	Director (Outside)	○				○	○
Yutaka Ohata	Director (Outside) Audit Committee Member				○	○	○
Shingo Iseki	Director (Outside) Audit Committee Member					○	○
Ayako Shimizu	Director (Outside) Audit Committee Member				○		○

1. Circle the three most important skills expected to be demonstrated.
2. "Governance" is not listed because it is required of all directors.

Executive Compensation Plan

At a meeting of the Board of Directors held on October 19, 2022, the Company adopted the following resolution regarding the policy and method of determining compensation for directors and corporate auditors. The Company consulted the Nomination and Compensation Committee, a majority of whose members are independent outside directors, regarding the details of the resolution, and obtained its report.

(1) Basic Philosophy
We will conduct corporate activities to realize our corporate philosophy "One Shines, We shine, All shines".
"One shines" refers to each individual employee, and we place importance on each employee having a dream and leading a bright, positive, and wonderful life. "We shine" refers to all employees, shareholders, customers, and partners. "All shines" refers to society as a whole, and we aim to contribute to the progress and development of human society and enrich the lives of people around the world with health, beauty, and prosperity, not to mention sustainable global environmental considerations.
In order to realize this corporate philosophy, our executive compensation system is intended to be a driving force for sustainable business growth by promoting the active challenge of executives and the improvement of corporate governance.

(2) Policy for determining the amount of remuneration, including basic remuneration
The level of executive compensation is set based on the basic philosophy of executive compensation and the roles and responsibilities of each director in the management of the Company. The Nomination and Compensation Committee verifies the appropriateness of the compensation levels after analyzing the Company's business environment and compensation market data (compensation levels of companies in the same size group as the Company) obtained from an external research organization.
In order to promote shared awareness among all stakeholders in the Company and to create a remuneration system that is well-balanced and oriented toward improving short-term and medium- to long-term performance, remuneration for directors (excluding outside directors) consists of base remuneration, performance-linked bonuses, and stock-based compensation.
For outside directors and audit committee members, only base remuneration is paid in consideration of their role in management supervision and their independence.
No retirement benefits are paid to directors.

Basic compensation
Basic remuneration shall be set at a level appropriate to the director's position, scope of control, and duties, and shall be reviewed as appropriate in the event of any changes in these factors or changes in the external environment.
Base compensation is paid in cash each month.

Bonuses linked to performance
The performance-linked bonus is positioned as a short-term incentive, calculated based on the consolidated performance of the Group for a single fiscal year, and paid once a year in cash.
The evaluation index shall be the degree of achievement of the plan for sales and profits of the entire company and the divisions under its control, and shall be determined in the range from 0% (not paid) to 200% of the midpoint of the variable remuneration.

Stock-based compensation
Stock compensation is paid in the form of restricted stock, a fixed percentage of the total compensation amount, as a long-term incentive to continuously improve the Company's performance and corporate value over the medium to long term and to promote the sharing of value from the same perspective as our shareholders.

(3) Process for determining compensation
The Nomination and Compensation Committee, chaired by an outside director (independent director) and composed of a majority of outside directors, deliberates the policy for determining executive compensation and reports to the Board of Directors, which then respects the report and adopts a resolution.
Based on this compensation determination policy, the Nomination and Compensation Committee shall review the executive compensation system every fiscal year and verify the appropriateness of the ratio and calculation method of base compensation, performance-linked bonuses, and stock compensation, taking into account market trends and other factors.
Similarly, the remuneration of directors for each fiscal year shall be determined by the Board of Directors based on the specific remuneration system and indicators designed in accordance with the Remuneration Determination Policy and based on the deliberations and reports of the Nomination and Remuneration Committee. The Nomination and Compensation Committee shall conduct the performance evaluation and qualitative evaluation necessary for the calculation of performance-linked bonuses for directors.

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