Corporate Governance

Basic Stance on Corporate Governance

Based on our corporate philosophy "One shines, We shine, All shines." we are working to ensure transparency and fairness in decision-making and to strengthen corporate governance as one of the most important issues in corporate management, in order to achieve sustainable growth and increase corporate value over the medium to long term.

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 on Internal Control Systems and Status of Improvement

Basic Policy for Internal Control System

The company has resolved on the "Basic Policy on Internal Control System" at the Board of Directors, striving for further enhancement of the overall control environment and smooth promotion of control activities.

(1) Establishment of a System to Ensure Compliance with Laws and Articles of Incorporation in the Execution of Duties by Directors and Employees:
I. The company conducts business activities in compliance with laws, articles of incorporation, internal regulations, and societal norms. A "Compliance Charter" is established as a code of conduct, emphasizing compliance awareness, and an effective system, including monitoring, is in place.
II. An internal reporting system is utilized to enhance self-purification in response to illegal and fraudulent activities.
III. An internal audit department is established, collaborating with the audit committee and external auditors to independently conduct internal audits. Issues and future challenges are reported to the President and Representative Director as needed.
IV. The company severs all ties with antisocial forces and responds firmly to any unjust demands.

(2) System for the Preservation and Management of Information Related to the Execution of Director's Duties:
I. The company adheres to the "Document Management Regulations," recording and preserving information related to various meetings and the execution of directorial duties in documents.
II. Directors, the audit committee, and the internal audit department have the authority to access these documents as needed.

(3) Regulations and Systems for Managing Risks of Loss:
I. A Risk Management Committee is established to oversee risk management activities based on regulations such as the "Risk Management Regulations."
II. The Risk Management Committee verifies the status of risk management and revises risk management based on the identification of new risks. These activities are reported regularly to the Board of Directors.

(4) System to Ensure Efficient Execution of Director's Duties:
I. The company holds monthly Board of Directors meetings and additional meetings as necessary. Important matters undergo deliberation in advance at management meetings.
II. In accordance with regulations such as the "Business Allocation Regulations" and "Authority Regulations," department heads execute business operations within their responsibilities and authorities based on decisions made by the Board of Directors.

(5) System to Ensure the Appropriateness of Financial Reporting:
Emphasis is placed on reliable financial reporting. The company, in accordance with the "Internal Control Regulations," continuously develops, operates, evaluates, and improves internal controls.

(6) System to Ensure the Proper Conduct of Business in the MTG Group:
I. The company, in accordance with the "Related Company Management Regulations" and similar guidelines, reports and resolves important management decisions within affiliated companies at the company's Board of Directors.
II. The company establishes a framework for internal control, ensuring efficient conduct of discussions, information sharing, and other activities related to internal control.
III. The internal audit department conducts internal audits and reports the results to the President and Representative Director as well as the audit committee.

(7) System Regarding Employees Who Should Assist the Audit Committee and Matters Related to Independence and Effectiveness of Instructions for Such Employees:
I. Such employees belong to the internal audit department. The audit committee can instruct these employees on necessary matters for audit tasks. Employees who receive instructions from the audit committee do not receive instructions from directors (excluding directors who are members of the audit committee).
II. Directors (excluding those who are members of the audit committee) and the HR department ensure that other employees are aware of and comply with the instructions of the audit committee, and allocate necessary time for these employees to assist the audit committee.
III. For such employees, the approval of the audit committee is required for decisions regarding their appointment, transfer, evaluation, and other personnel matters related to the audit committee's duties, to ensure independence from directors other than audit committee members and the effectiveness of instructions from the audit committee.

(8) System for Reporting to and Ensuring Non-Discriminatory Treatment Due to Reporting to the Audit Committee by Directors and Employees (Excluding Directors who are Members of the Audit Committee):
I. Directors and employees (excluding directors who are members of the audit committee) report on the execution status of their duties through attendance at the Board of Directors and other important meetings, promptly reporting other necessary important matters.
II. Directors and employees (excluding directors who are members of the audit committee) are protected against discriminatory treatment for reporting to the audit committee in accordance with the Whistleblower Protection Act.

(9) Other Systems to Ensure the Effective Conduct of Audits by the Audit Committee:
I. The audit committee holds regular opinion exchange meetings with the President and Representative Director and the external auditor. Various measures, including ensuring attendance at meetings, are implemented to ensure the effective conduct of audits by the audit committee.
II. The company bears the costs associated with the execution of the audit committee's duties, and these costs are processed according to 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

President and Representative Director

Tsuyoshi Matsushita

Apr.1989

Joined Nippondenso Corporation (currently Denso Corporation)
May.1992

Joined Yamahisa Corporation.
Jun.1994

Auto Service Blaze established.
Jan.1996

Established MTG Blaze Inc. (now MTG Blaze Inc.) Appointed Representative Director and President(to present)
Nov.2018

Establishment of Tsubaki of Gotō, Inc. as Representative Director

Significant Positions Held Concurrently
No significant concurrent positions

Director CFO

Akihiko Tajima

Mar.1988

Joined JEC Corporation Daiichi Education Center
Nov.1996

Appointed Director and General Manager of Accounting Dept.
Apr.1999

Appointed Director, General Manager of Accounting Division and General Manager of Finance Department of Gakuikusha Corporation (currently Withas Corporation)
Apr.2005

Director, General Manager of Business Administration Division, Withas Corporation
Oct.2005

Appointed Director of Ken Millennium K.K.
Mar.2006

Appointed as Director of Re-Tech Corporation
Dec.2009

Joined Kakuyasu Corporation, Executive Officer and General Manager of Finance & Accounting Dept.
Apr.2010

Appointed as Director of the above company
Apr.2011

Appointed Managing Director of the above company
June2016

Appointed Representative Director and Vice President of the Company
Oct.2020

Appointed Executive Vice President and Representative Director of Kakuyasu Group Inc.
June2022

Appointed President and Representative Director of the above company

Significant Positions Held Concurrently
No significant concurrent positions

Board Member

Yusuke Inoue

Mar.1987

Joined Grand Whisky Corporation (now Grandware Corporation)
Jun.1989

Established Presto Corporation, assumed post of Director
May1994

Established Plex Corporation (currently Phoenix Corporation) and assumed post of Representative Director
Aug.1998

Established Japan Trade Ocean Corporation (now SURGIC Corporation) and assumed the position of Representative Director
Aug.1998

Appointed Representative Director of Presto Co.
Apr.2011

Established andlive Inc. (currently MTG Professional Inc.) Appointed Representative Director(to present)
Jan.2014

Joined the Company, assumed post of Executive Officer
Dec.2015

Appointed Director of the Company (to present)
Sep.2020

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

Appointed Representative Director of MTG Mediservices, Inc.

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

Significant Positions Held Concurrently
Representative Director, MTG Professional Corporation
Director, MTG FORMAVITA Corporation

Director (Outside)

Takeshi Kuroda

Apr.1989

Joined Toyota Motor Corporation
Jul.2000

Established Netoff Corporation (currently Linnet Japan Group Inc.) Appointed Representative Director(to present)
Mar.2013

Appointed Representative Director of Linnet Japan K.K. (currently Linnet Japan Recycle K.K. established)(to present)
Aug.2020

Appointed Representative Director of Linnet Japan Social Care K.K. (to present)
Nov.2020

Established Netoff, Inc. Appointed Representative Director (to present)
Jul.2022

Established Lynet Japan Global Staff Corporation Appointed Representative Director(to present)
Apr.2023

Appointed Director of Anispi Holdings, Inc.

Significant Positions Held Concurrently
Representative Director and Group CEO, Renet Japan Group K.K.
Representative Director and Chairman, Renet Japan Recycle K.K.
Representative Director and Chairman, Netoff K.K.
Director, Renet Japan Social Care K.K.
Director, Anispi Holdings, Inc.
Director, Renet Japan(Cambodia)HR Co., Ltd.
Representative Director, Renet Japan Global Staff Co.

Director (Outside)

Director (Outside)/Audit Committee Member

Yutaka Ohata

Apr.1979

Joined Tomen Corporation (currently Toyota Tsusho Corporation)
Dec.1991

Appointed General Manager of Legal & Examination Department of Tomen Europe S.A.
Dec.1998

Appointed Head of Legal and Examination Department, Tomen UK Ltd.
Apr.2002

Appointed leader of the Examination Group, Risk Management Department
Mar.2004

Appointed leader of ERM Planning Group, ERM Dept.
Apr.2011

Seconded to Tomen Devices Corporation, assumed ERM Dept.
Jun.2014

Appointed full-time auditor of the company
Feb.2016

Retired from Toyota Tsusho Corporation (formerly Tomen Corporation)
Dec.2019

Appointed outside director (full-time audit committee member) of the Company (to present)

Significant Positions Held Concurrently
No significant concurrent positions

Director (Outside)/Audit Committee Member

Shingo Iseki

Apr.1981

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

Registered as a certified public accountant and tax accountant
Jul.1987

Opened Izeki Certified Public Accountant Office, assumed post of Director (present post)
Jun.1991

Appointed Representative Director of Iseki Sogo Management Center Co.
May2003

Appointed part-time auditor of Sanyo Co.
Jul.2003

Appointed Representative Director of Kongo Co.
Feb.2009

Appointed Outside Corporate Auditor, Universal Gardening Co.
Feb.2010

Appointed Outside Corporate Auditor, Asahi Etoilets, Ltd.
Dec.2019

Appointed Outside Director (Audit Committee Member) of the Company (to present)
Nov.2021

Retired from External Auditor, Asahi Etoile Corporation

Significant Positions Held Concurrently
Representative Director of Iseki Sogo Management Center Co.
Representative Director of Kongo Corporation
Representative Director of Universal Gardening Co.

Director (Outside) Audit Committee Member

Munehiro Ishida

Dec.2007

Registered as an attorney (Tokyo Bar Association)
Dec.2007

Joined Miyakezaka Sogo Law Office
Jan.2017

Partner, Miyakezaka Sogo Law Office(to present)
Jun.2017

Appointed Auditor of Copa Corporation, Inc.
May2020

Appointed as Supervisory Director of B-Lot REIT, Inc.
Aug.2023

Appointed Auditor, Rehab for JAPAN Inc.(to present)

Significant Positions Held Concurrently
Partner, Miyakezaka Sogo Law Office
Corporate Auditor, Rehab for JAPAN Inc.

Skill matrix for each director and each audit committee member

Name	Position	Corporate Management, Corporate Strategy	Development, Technology, IT	Sales and Marketing	Internationalization & Diversity	Finance, Accounting, Capital Markets	Legal, Risk Management
Tsuyoshi Matsushita	President and Representative Director	○	○	○
Akihiko Tajima	Director CFO	○				○	○
Yusuke Inoue	Director	○		○
Takeshi Kuroda	Director (Outside)	○		○	○
Yutaka Ohata	Director (Outside) Audit Committee Member				○	○	○
Shingo Iseki	Director (Outside) Audit Committee Member					○	○
Munehiro Ishida	Director (Outside) Audit Committee Member					○	○

1. Circle the three (3) largest main "Skills Expected to be Demonstrated".
2. "Governance" is not listed because it is required of all directors.

Executive Compensation Plan

(i) Matters pertaining to the policy for determining the amount of remuneration, etc. for directors and corporate auditors or the method for calculating the amount of remuneration, etc.

The Company has established the following policy for determining executive compensation by resolution of the Board of Directors, after deliberation and report by the Nomination and Compensation Committee.

(1) Basic Philosophy
The Company shall conduct corporate activities to realize its corporate philosophy, "One Shines, We shine, All shines".
"One Shines" refers to each individual employee, and we place importance on each employee having dreams and leading a bright, positive, and wonderful life. "We shine" refers to all employees, shareholders, customers, and partner companies. "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 abundance, not to mention sustainable global environmental considerations.
In order to realize this corporate philosophy, the compensation system for directors and corporate auditors is intended to promote their active challenge and improvement of corporate governance, and to be a driving force for sustainable growth of the business.

(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 of the Company and to create a remuneration system that is well-balanced and oriented toward improving short-term and medium- to long-term business performance, remuneration for directors (excluding outside directors) consists of base remuneration, performance-linked bonuses, and stock-based remuneration.
For outside directors and those who are members of the Audit and Supervisory Committee, only base remuneration is paid, taking into consideration their role in management supervision and their independence.
No retirement benefits are paid to directors.

- Basic compensation
Base remuneration is set at a level appropriate to the director's position, the scope of his or her authority, and duties, and is reviewed as necessary in the event of changes in these factors or changes in the external environment.
Base remuneration is paid in cash every month.

- Bonuses linked to performance
Performance-linked bonuses are positioned as short-term incentives and are determined by taking into consideration the degree to which the Group's consolidated sales and profits for a single fiscal year have been achieved and the performance of the executive officers, and are determined within a range of 0% (not paid) to 200% of the median variable compensation.
Performance-linked bonuses are paid monthly in cash.

- Stock-based compensation
Stock-based compensation is paid in the form of restricted stock (Restricted Stock), a fixed percentage of the total amount of compensation, as a long-term incentive aimed at continuously improving the Company's performance and corporate value over the medium to long term and promoting the sharing of value with shareholders from the same perspective.

(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 submits its report to the Board of Directors, which then respects the report and adopts a resolution.
Based on this compensation decision policy, the Nomination and Compensation Committee examines the executive compensation system every fiscal year, and verifies 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.
In the same manner, compensation for directors for each fiscal year shall be determined by the Board of Directors based on the specific compensation system and indicators designed in accordance with the compensation determination policy, after deliberation and report by the Nomination and Compensation Committee. The Nomination and Compensation Committee will conduct the performance evaluation, qualitative evaluation, etc. necessary for the calculation of performance-linked bonuses for directors.

The composition and attendance of the Nominating and Compensation Committee for the fiscal year ending September 30, 2023 is as follows

Position	Name	Attendance
President and Representative Director	Tsuyoshi Matsushita	8 times (100%)
(Senior) Managing Director	Makoto Yoshitaka	8 times (100%)
Outside Director	Akio Takahashi	8 times (100%)
Outside Director	Yutaka Ohata	8 times (100%)
Outside Director	Ayako Shimizu	7 times (88%)

The specific considerations of the Nominating and Compensation Committee for the fiscal year ending September 30, 2023 are as follows

Meeting Number	Date	Matters Discussed or Considered
1st	October 17, 2022	Deliberation on the election/dismissal of directors, deliberation on executive compensation system, etc.
2nd	November 21, 2022	Resolutions, etc. to Respond to Consultations on Remuneration of Directors and Executive Officers
3rd	January 25, 2023	Deliberations on the executive officer system among the officer systems, deliberations on the evaluation of officers, etc.
4th	February 22, 2023	Deliberations on the election of executive officers
5th	March 22, 2023	Deliberation on the revision of the executive evaluation system
6th	May 26, 2023	Discussion of Agenda Items to be Discussed by the Nominating and Compensation Committee
7th	June 23, 2023	Consideration of review of executive compensation and executive system
8th	August 23, 2023	Consideration of review of executive compensation and executive system

Since the Nominating and Compensation Committee has confirmed that the details of individual director compensation for the fiscal year ending September 30, 2023 are consistent with the policy for determining director compensation, the Board of Directors has determined that the details of individual compensation are in line with this policy.

(ⅱ) Amount of remuneration for directors and corporate auditors

The maximum amount of remuneration for Directors and Corporate Auditors as per the resolution of the Extraordinary General Meeting of Shareholders of the Company held on March 24, 2017 is limited to 500 million yen per year for Directors (excluding Audit Committee members) and 100 million yen per year for Directors (Audit Committee members).

(ⅲ) Compensation, etc. of officers

(1) Total amount of remuneration, etc., by officer category, total amount of remuneration, etc., by type of remuneration, etc., and number of officers subject to such remuneration, etc.

Executive Classification	Total amount of compensation, etc. (Millions of yen)	Total amount of compensation by type (Millions of yen)				Number of officers covered (persons)
Executive Classification	Total amount of compensation, etc. (Millions of yen)	Basic Remuneration	Performance-Linked Remuneration	Lump-Sum Payment for Retirement Benefits	Non-Monetary Compensation, etc.	Number of officers covered (persons)
Directors (excluding audit committee members and outside directors)	210	150	58	-	1	5
Directors (Audit and Supervisory Committee Members) (excluding outside directors)	-	-	-	-	-	-
Outside Directors and Auditors	31	31	-	-	-	4

1. The total amount of remuneration, etc. in the above table does not include 58 million yen equivalent to remuneration for senior executive officers.
2. The amount of remuneration, etc. for directors does not include the amount of employee's salary for directors who concurrently serve as employees.
3. The amount of non-monetary compensation consists of shares of the Company's stock, and the conditions of allotment are as described in "(2) Policy for Determining the Amount of Compensation, etc., Including Basic Compensation".
4. Performance-linked remuneration, etc. includes the amount of provision for directors' bonuses for the 28th fiscal year.

(2) Total amount of consolidated remuneration, etc. for each director/officer
No information is presented since there is no director/officer whose total amount of consolidated remuneration, etc. is 100 million yen or more.

(3) Significant employee salaries of officers who concurrently serve as employees
Not applicable.