Corporate Governance Basic Policy
With the aim of realizing the mission “Create vigorous workplaces empowering workers,” UT Group strives to expand, with a sense of speed, the environment in which workers expand their potential and achieve their self-realization. In so doing, we are conscious that our business has a strong characteristic of public infrastructure, which is the stability of individual employment and the supply of labor in corporate production activities, and that it carries serious social responsibility. To achieve this, first and foremost, we must respect the human rights of individuals and comply with laws, regulations and social norms with high ethical standards. In order to gain the trust of our associates (a term for employees at UT Group), clients, other stakeholders and society, we must also disclose information with high transparency, communicate appropriately, and fulfill our accountability. Our business is heavily influenced by changes in the business environment, such as fluctuations in personnel demand by clients or their markets and fluctuations in supply in the human resources market. In order to achieve sustainable improvement of corporate value with high growth potential while maintaining employment in such a business environment, we believe we need to balance “Protective Governance” and “Aggressive Governance.” “Protective Governance” means to constantly control risks and operate business in an appropriate manner, and “Aggressive Governance” means to support flexible thinking and bold risk-taking, which allow us to quickly respond to environmental changes and turn them into new business opportunities. Based on these ideas, we position corporate governance as one of the most important management matters and will continue to strengthen it.
1. Shareholders’ Rights
UT Group respects the rights of its shareholders and strives to ensure equality of shareholders, and to create an environment in which shareholders can exercise their rights appropriately.
2. Collaboration with Stakeholders
UT Group strives to promote sustainable corporate value by working properly with its associates, clients, business partners, and all other stakeholders.
3. Proper Disclosure of Information and Ensuring Transparency
In order to gain the trust of its shareholders and other stakeholders, UT Group actively discloses information with high transparency and strives to disclose information in an integrated manner so as to clearly communicate its vision and its management strategy intended to contribute to realization of the vision.
4. Responsibilities of the Board of Directors, etc.
In order to achieve sustained improvement of corporate value which has high growth potential, consistent with the mission “Create vigorous workplaces empowering workers,” UT Group’s Board of Directors delegates its executive authority to executive officers, who are instructed to make speedy decisions, in a fair manner and in the best possible way, while providing effective oversight functions as its major role in management supervision. A half of the Directors are independent so that the Board performs effective supervisory functions from broader perspectives, without being biased to the internal organizational viewpoint and with the benefit of the effects of diversity in terms of knowledge of related fields, capability, industry experience, age, and gender. . In order to make decisions in appointing directors as well as executive officers who are responsible for business execution, and to determine their remuneration, an advisory committee of which a majority of its members are outside experts is established to ensure transparency. In addition, UT Group has developed a remuneration system that is well balanced from the perspectives of short- term and medium- to-long-term, an arrangement believed to support risk-taking for growth. The Company has also established a system to properly manage risks. The system and its operation are consistently supervised.
5. Dialogue with Shareholders
As an important aspect of its relation with shareholders the UT Group strives to disclose management direction and strategy for improving medium- to long-term corporate value, and to engage in constructive dialogue with shareholders. The Company seeks to establish a proper structure to enable it and to get a good understanding of the shareholder structure.
6. Ethical Standards and Corporate Culture
UT Group provides public infrastructure that supports employment and production activities and, based on its awareness of social responsibility as expressed by being engaged with each worker, UT Group strives to foster a corporate culture that contributes to a sustainable society by adhering to local laws and regulations, as well as international norms, including respects of human rights.
Corporate Governance Structure
■ENHANCING SUPERVISORY FRAMEWORK BY HAVING INDEPENDENT EXTERNAL DIRECTORS
The Company appoints external directors who shall contribute to the Group’s achievement of sustainable growth and medium- to long-term increase in corporate value and have no vested interest in the Company. The Board of Directors is comprised of six Directors, including two Directors (excluding those who are Audit & Supervisory Committee Members) and four Directors who are Audit & Supervisory Committee Members. The Board of Directors is chaired by President & Representative Director and has the authority to decide execution of operation of the Company and its Group, and to supervise execution of duties by directors. With the aim of clarifying the responsibilities of directors and establishing a structure with an agile board of directors, the term of office for directors has been set as one year (the term of office for those who are Audit & Supervisory Committee Members has been set as two years). The Board of Directors oversees the Company’s management by holding a regular meeting once a month as well as extraordinary meetings on an as-needed basis.
■SUPERVISION OF OPERATIONS AND SEPARATION OF EXECUTION OF DUTIES
The Company has adopted an Executive Officer System in order to separate business supervisory functions and business execution functions. The Company enhances business supervisory functions by granting a part of the Board of Directors’ decision-making authority of business execution to Executive Officers. In order to promote agile business execution by Executive Officers, put the authority system and decision-making rules in proper place, and establish internal check functions, the division of duties and divided matters of the organization are regularly reviewed, clarifying the authority and responsible person of each unit.
The Management Committee, which is chaired by the President & Representative Director and is comprised of Full-time Directors and Executive Officers, is held based on an annual schedule. In the Committee, the status of execution and issues of importance concerning execution of duties by Executive Officers are reported, and specific execution methods are resolved regarding policies for matters discussed by the Board of Directors and basic management policies resolved at the Board of Directors meetings.
■AUDIT & SUPERVISORY COMMITTEE AND INTERNAL AUDIT ROOM IN COLLABORATION IN AUDITING
As a Company with Audit & Supervisory Committee, UT group strives to enhance the corporate governance system and increase corporate value as Directors who are Audit & Supervisory Committee Members with voting rights in the Board of Directors supervise the legality and appropriateness over Directors’ business execution.
Audit & Supervisory Committee, comprised of four Audit & Supervisory Committee Members who are External Directors, holds monthly meeting and objectivity and neutrality for business supervisory functions are ensured.Audit & Supervisory Committee performs effective audits in consideration of the environment such as company size, industry, management risks and other company-specific audits based on “the Audit Standards of Audit & Supervisory Committee” and “the Implementation Standards of Audit & Supervisory Committee Audit on Internal Control System”. In addition, the Company has established the system that maintains close cooperation with Internal Audit Division and other departments in charge of monitoring function in internal control system.
Skills Matrix of the Board of Directors and the Audit & Supervisory Committee
|Title in UT Group||Attributes||Required experience and expertise|
|Independent||Gender: female||Corporate management||Human resources business||Global business||M＆A||Business development||Personnel and human resources||Finance and accounting||Legal and risk management|
|Yoichi Wakayama||President and Representative Director||●||●||●||●|
|Taisuke Igaki||Directors who are Audit & Supervisory Committee Members||●||●||●|
|Hiroko Sasaki||Directors who are Audit & Supervisory Committee Members||●||●||●||●||●|
|Hirokazu Mizukami||Directors who are Audit & Supervisory Committee Members||●||●||●||●|
|Koichi Shima||Directors who are Audit & Supervisory Committee Members||●||●||●||●||●||●||●|
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Corporate Governance Report
Periodic Corporate Governance Reports are submitted to the Tokyo Stock Exchange.