Corporate Governance

Basic Policy

The ACOM Group, guided by its lifelong “circle of trust” spirit, maintains an ongoing corporate commitment to respecting other people, putting the customer first, and conducting creative and innovative management. Based on this commitment, we are seeking to deepen mutual trust between our stakeholders and ourselves and thus progress in partnership with society.

In order to meet the expectations of stakeholders and build stronger trust, we will strengthen corporate governance as a key management priority. To this end, we will take steps to enhance the soundness, transparency, and efficiency of our operations and achieve sustained increases in our shareholder value.

We recognize that effective internal control systems are essential to creating an appropriate corporate governance framework. Based on this recognition, we are encouraging all members of our organization to join forces in building internal control systems and assuring their effectiveness, under the leadership of the management. At the same time, we are constantly evaluating, verifying, and improving the effectiveness of internal control mechanisms already in place.

Reasons for Non-compliance with the Principles of the Corporate Governance Code

[Supplementary Principle 4.10.1 Independence and Authority Roles of the Appointment Committee and Renumeration Committee]
ACOM has Appointment and Remuneration Committee in place as optional committee in charge of appointment of and compensation for senior management and directors. The structure of appointment and remuneration committee is as follows:
  • The Number of Inside Directors and Independent Outside Directors.
    • Board of Directors: 7 inside directors and 2 independent outside directors
    • Appointment and Remuneration Committee: 4 inside directors and 2 independent outside directors
  • The Number of Directors not Serving as Members of Audit and Supervisory Committee and Those Serving as Members of Audit and Supervisory Committee.
    • Board of Directors: 6 directors who are not members of the committee and 3 directors who are members of the committee
    • Appointment and Remuneration Committee: 3 directors who are not members of the committee and 3 directors who are members of the committee
Independent outside directors do not constitute the majority of Appointment and Remuneration Committee, however, the Company ensures their appropriate involvement and receives their suitable advice upon consideration of appointment and compensation.
[Principle 4.11 Prerequisites for Ensuring the Effectiveness of the Board of Directors]
In order to fulfill the roll and responsibility of the Board of Directors effectively, ACOM provided the Policy of the Composition of the Board of Directors　as of February 9, 2023. Based on the management strategy, the Company has also created a skill matrix for directors after identifying the skills that the directors should hold.
*Please refer to “I. 1. Basic Policy [Disclosure Based on the Principles of the Corporate Governance Code] [Supplementary Principle 4.11.1]” of this report for the Policy of the Composition of the Board of Directors and the Skill Matrix.
At this point, the Board of Directors of the Company consists of nine members, and as described in the skill matrix, the Company ensure a good balance of knowledge, experience and abilities as a whole, and also ensure diversity in terms of work experiences and ages.
There is no female or foreigner directors at the Company at this point. However, the Company is willing to nominate any individuals who meet criterion in appointment policy as candidate and who holds the skill that the directors should hold, regardless of one’s gender and nationality.

Disclosure Based on the Principles of the Corporate Governance Code

[Principle 1.4 Strategic Shareholdings]
The Company currently does not have any strategic shareholdings and does not plan to do so in the future.
[Principle 1.7 Transactions with Related Party]
Pursuant to relevant laws, it is provided in our regulations of board of directors that transactions with directors and material transactions with major shareholders require prior approval of the board of directors.
[Supplementary Principle 2.4.1 Ensure Diversity in the Appointment of Core Human Resources]
<Approach to Ensure Diversity>
Under the situation where competition between companies is intensifying and changes in needs are accelerating, in order to implement “creative and innovative management” that the Company advocates in its corporate philosophy, and to continue to meet the expectations from stakeholders, it is necessary to create a new value by fusing abilities, ideas and values from diverse human resources.
With that in mind, ACOM is actively taking measures to secure diversity, including recruitment, promotion, and human resource development of female and mid-career employees.
<Status of Voluntary and Measurable Goals for Ensuring Diversity>
To ensure the diversity of core human resources, ACOM has set the following targets for the ratio of females and mid-career hires in managerial or higher positions.
Category As of March 31, 2023 By March 31, 2025
(Target)
Percentage of Females in managerial positions (above assistant manager) 20.2% 25.0%
Percentage of Mid-Career Hires in managerial positions (above assistant manager)* 5.8% Increase from current level

*For the purpose of this tabulation, mid-career hires are defined as “those who joined the company mid-career and have been with the company for 10 years or less.

In addition, the Company promotes employees to managerial position with an emphasis on their ability and personality regardless of their gender or nationality.

< Policies on Human Resource Development, Internal Environmental Development, and Implementation Status to Ensure Diversity>
ACOM has Policy on Human Resource Development and internal environment development as follows.
〔Policy on Human Resource Development〕
Aiming for the Company Group’s sustainable growth, the Company will respect the abilities, ideas, values, etc. of diverse human resources and develop human resources who can embody its corporate philosophy.
〔Policy on Internal Environment Development〕
Based on the Group’s corporate philosophy of “The Spirit of Human Dignity,” the Company will promote diversity and develop an internal environment in which employees can feel motivated and comfortable.
Based on the above policy, ACOM is implementing the following human resource development and internal environment development .
Category Status
Initiatives on Human Resource Development
  • Development of leaders
    In response to the recent changes in the external environment and internal challenges, the Company newly formulated “ACOM Leadership Principles” as the requirements for leaders. The Company strives to develop leaders, focusing on the ability to support the growth of members, in addition to the capacity as a manager having excellent administrative skills.
  • Digital human resource development
    For the purpose of developing human resources that contribute to digital promotion, the Company started “a digital human resource development program.” By providing systematic training programs, from fostering a digital mindset to acquiring specialized skills, the Company aims to develop core human resources for digital promotion.
  • Diversity
    The Company has created an environment in which each employee can be active while respecting use of the abilities, ideas, values, etc. of diverse human resources. As for the promotion of women’s activity, the Company established the “Woman Career Program” in the fiscal year ended March 2023, a program to foster a career development mindset among female employees. In addition, the Company has set a target of increasing the ratio of female managers (above assistant manager) to 25.0% or more by the end of the fiscal year ending March 2025.
  • Training and education by purpose
    The Company actively works on measures to promote employees’ autonomous career development through means such as various training programs, including selective training and level-based training for the purpose of systematically developing future management candidates, correspondence education, official qualification acquisition support, and in-house study meetings.
Initiatives on Job Satisfaction
  • Ingraining the Vision
    In order to encourage ingraining the Vision stated in the medium-term management plan, the Company created a Vision Book to clarify the “link between operations and the Vision” and “criteria for decision-making in daily behavior.” The Company also implemented the Vision Ingraining Program for all employees, with the participation of Directors, as facilitators.
  • Other initiatives on job satisfaction
    • (Initiatives in the fiscal year ended March 2023)
    • Started the business contest “DRIVE” across the ACOM Group
    • Activities of the ES working Group and the women’s activity working group
    • Increased wage for all employees (Approximately 5.2% increase in wages, combining base salary increase in October 2022 with regular salary increase in April)
    • (Initiatives in the fiscal year ending March 2024)
    • Introduced a secondary job system, mainly for individual business owner.
    • Promote employees’ own growth through updating education system
Initiatives on Diversity and Workplace Comfort
  • Implemented measures to balance work and childcare
    For the purpose of enabling employees to actively participate while balancing work and childcare, the Company promotes taking childcare leave and provides support to employees returning to work, and acquired the Kurumin Mark in the fiscal year ended March 2021.
  • Enhanced employee welfare
    Under our vision to “Make our employees and their families happier tomorrow than today,” the Company has worked to enhance the employee welfare plan and was certified for two consecutive years as a “Welfare Promotion Corporation (comprehensive)” through the welfare award and certification system, “Hataraku Yell.”
  • Promoted health management
    In order to keep employees and their families active and happy, the Company’s officers, the Human Resources Department, the Hygiene Committee, industrial physicians, and the ACOM Health Insurance Association, etc. are all cooperating to promote health and productivity management, and the Company was recognized as a Superior Health Management Corporation 2023.
  • Other initiatives
    • Developed a follow-up system for employees with disabilities
      (conducted annual questionnaires and interviews with their supervisor and Human Resources Department multiple times a year)
    • Granted paid special leave for fertility treatment
    • Granted paid special leave for volunteer activities
    • Introduced a telecommuting system
    • Provided lighter attire for employees
    • Introduced paid leave on an hourly basis
    • Introduced a three- to four-day workweek system for rehired employees after retirement
[Principle 2.6 Functioning as an Asset Owner for Corporate Pension Plans]
The Company has Corporate Pension Asset Management Committee in place to effectively manage corporate pension asset. The committee comprises of the director in charge of Human Resources Dept. and chief general managers of Human Resources Dept., Corporate Planning Dept., Finance Dept. and Treasury Dept.
The members of the committee need to deepen their understandings on investment theory, asset management system, contents of asset for investment, etc. They also need to grasp asset management environment. Therefore, the Company provides necessary information from trustee management institutions to committee members in periodic manner.
The committee discusses basic policy on corporate pension asset management, matters on investment and trustee management institutions. The Company further discusses these matters at management meeting where Audit and Supervisory Committee members attend and share their opinion. Therefore, the Company ensures appropriate management of corporate pension asset.
[Principle 3.1 Enhancement of Information Disclosure]

(i) Guiding Principles of the Company (Corporate Philosophy, etc.), Management Strategy and Management Plan

(1) Guiding Principles of the Company (Corporate Philosophy, etc.)

Please refer to “Corporate Philosophy” on our website.

(2) Management Strategy and Management Plan

Please refer to “Medium-term Management Plan” on our website.

(ii) Basic approach and key policies on corporate governance

Please refer to “I. 1. Basic Policy” of this report for our basic approach and key policies on corporate governance.

(iii) Policies and procedures for determining compensations for senior management and directors

Please refer to “II. 1. [Compensation for Directors]” of this report for our policies and procedures for determining compensation for senior management and directors.

(iv) Policies and procedures for appointing and dismissing senior management, and nominating candidates for directors

(1) Policies

(A) Appointing Senior Management

  • The candidate owns rich experience, in-depth insight and high expertise of Company’s business which are necessary for conducting swift and pertinent business execution.
  • The candidate possesses great humanity such as wide trust from others, dignity and high moral.
  • The candidate is sound both in mind and body, and does not possess possible concern for business performance.
  • The candidate does not have any past record of violations of law and compliance (including harassment) which inflicted significant loss to the Company and any other entities the candidate has served.
  • The candidate is not affiliated with any anti-social forces.

(B) Dismissing Senior Management

  • A senior management is dismissed when one no longer meets criterions under appointment policy.

(C) Nominating Candidates for Directors (Excluding Those Serving as Members of Audit and Supervisory Committee)

  • The candidate owns rich experience, in-depth insight and high expertise which are necessary for efficient supervision on management.
  • The candidate possesses great humanity such as wide trust from others, dignity and high moral.
  • The candidate is sound both in mind and body, and does not possess possible concern for business performance.
  • The candidate does not have any past record of violations of law and compliance (including harassment) which inflicted significant loss to the Company and any other entities the candidate has served.
  • The candidate is not affiliated with any anti-social forces.

(D) Nominating Candidates for Directors Serving as Members of Audit and Supervisory Committee

  • The candidate owns rich experience in management, laws, finance and accounting, combined with deep insight and high degree of expertise needed for achieving management transparency and improving objectivity.
  • The candidate possesses great humanity such as wide trust from others, dignity and high moral.
  • The candidate is sound both in mind and body, and does not possess possible concern for business performance.
  • The candidate does not have any past record of violations of law and compliance (including harassment) which inflicted significant loss to the Company and any other entities the candidate has served.
  • The candidate is not affiliated with any anti-social forces.

(E) Nominating Candidates for Directors Appointed as Independent Directors

  • The candidate within (C) and (D) who is appointed as Independent Directors meets all requirements below and items set forth in “Independence Standards for Outside Directors.”
    *　Please refer to “I. 1. Basic Policy [Disclosure Based on the Principles of the Corporate Governance Code] [Principle 4.9]” for “Independence Standards for Outside Directors.”
  • The candidate is capable of offering advices on management policies and management improvements, by utilizing knowledge, from the viewpoint of increasing medium- to long-term corporate value by promoting sustainable growth of the Company.
  • The candidate is capable of supervising management through appointment/dismissal of senior management and other significant decision makings at the Board of Directors.
  • The candidate is capable of supervising conflict of interests between the Company, management, controlling shareholders, etc.
  • The candidate is capable of reflecting opinions of stakeholders including minority shareholders at the Board of Directors, independent from the management and controlling shareholders, in a proper manner.

(2) Procedures

(A) Appointing and Dismissing Senior Management

The board of directors resolves appointments based on policies above after examinations are conducted and proposals are made by appointment and remuneration committee.

(B) Nominating Candidates for Directors (Excluding Those Serving as Members of Audit and Supervisory Committee)

The board of directors resolves appointments based on policies above after examinations are conducted and proposals are made by appointment and remuneration committee.

(C) Nominating Candidates for Directors Serving as Members of Audit and Supervisory Committee

The board of directors resolves appointments based on policies above upon agreement by the Audit and Supervisory Committee after examinations are conducted and proposals are made by president.

(v) Explanation on Appointment of Senior Management and Nomination of Individual Candidates for Directors

Explanation on appointment of senior management and nomination of individual candidates for directors (excluding those serving as members of Audit and Supervisory Committee) and directors serving as members of Audit and Supervisory Committee is mentioned on our convocation notice for ordinary general meeting of shareholders which is available for inspection on our website.

General Meeting of Shareholders
[Supplementary Principle 3.1.3 Disclosure of initiatives related to Sustainability, etc.]

ACOM has adopted the "Basic Policy on Sustainability", aiming to reconcile solutions to social issues with enhancing corporate value.
In addition, ACOM has established the Sustainability Promotion Office under the Corporate Planning Department to examine and formulate companywide sustainability plans. Key matters are deliberated and decided at the Executive Officers’ Meeting and Board of Directors meeting, and through this, we are working to develop the Company’s sustainability promotion organization. Please refer to our "Basic Policy on Sustainability" and our sustainability-related initiatives in the "Sustainability" section of our website.

Sustainability

In addition, the Company has implemented the following initiatives related to investment in human capital and intellectual property.

Category Details
Investment in Human Capital ACOM has set up a Personnel Development Office, which is a specialized department for employee education, and implemented various training programs such as “on-the-job training (OJT),” “level-based training,” “selective training courses” and “digital human resource development program”. ACOM also has implemented self-development support such as “correspondence education”, “public qualification acquisition support”, “reading support”, and promotion of acquisition of “Chief of money lending operation” qualification.
Investment in Intellectual Property ACOM has implemented brand awareness activities to strengthen its brand power, AI-based data analysis to enhance credit and credit screening capabilities, and employee training and CS promotion activities to enhance customer service.
[Supplementary Principle 4.1.1 Scope of Delegation to Management]
The Company delegates decision-making on matters related to the execution of business operations other than matters to be resolved at the Board of Directors, to president and director. Moreover, the “Rules for the Board of Directors” of the Company provides the matters to be discussed at the Board based on laws and the article of incorporations. With regard to other business executions, the Board aims for expedite decision-makings and business execution, and clarification of roles of supervision and execution through following measures: appointing directors in office; providing division of duties, and roles and responsibilities on “Rules for Division of Duties within the Company”; and delegating business execution to executive officers.
[Principle 4.9 Independence Standards and its Qualifications for Independence Outside Directors]
The Company has set following “Independence Standards for Outside Directors” in order to focus on ensuring independence of Outside Independent Directors.

“Independence Standards for Outside Directors”

The Company appoints Independent Outside Directors who meet all requirement items 1 through 7 below.

1. Meet all requirements stipulated under Article 2, Paragraph 15 of the Companies Act;

2. Do not fall under any of items (1) through (3) below.

  • (1) Major creditors of the Company1 or their executors of operations, and were executors of operations in the last three years;
  • (2) Those for whom the Company is a major business partner2 or their executors of operations, and were executors of operations in the last three years;
  • (3) Major business partners of the Company3 or their executors of operations, and were executors of operations in the three years;

3. Are not consultants, accountants or legal experts who receive, in terms of the average for the past three years, \10 million or more of monetary or other property benefits other than executive remunerations from the Company, nor belong to accounting or law firms where the Company is a major business partner4;

4. Are not Directors, officers or executive officers of the Company or its subsidiaries, nor spouses or relatives within the second degree of kinship of those whom the Company judges their independences are not ensured as provided in items 2 and 3;

5. Are not current major shareholders5 of the Company or their executors of operations;

6. Those who do not belong to auditing firms of the Company or its subsidiaries, nor were in charge of auditing operations of the Company or its subsidiaries as employees of said auditing firms;

7. Were not executors of operations at the parent company and/or fellow subsidiary of the Company in the last ten years.

  • (Notes)
  • 1. “Major creditors of the Company” refer to those the Company procures 3% or more of its consolidated amount of borrowings.
  • 2. “Those for whom the Company is a major business partner” refer to those the Company accounted for 2% or more of their consolidated sales.
  • 3. “Major business partners of the Company” refer to those who accounted for 2% or more of the Company’s consolidated operating revenue.
  • 4. “Accounting or law firms where the Company is a major business partner” refers to those the Company for 2% or more of their consolidated sales.
  • 5. “Major shareholders” refer to those who hold 10% or more of the Company’s total voting rights.
* Transaction included in “Attributes of Directors” shall be omitted as within range of negligible standard when items above are fulfilled.
[Supplementary Principle 4.11.1 The Policy of the Composition of the Board of Directors and the Skill Matrix]
<The Policy of the Composition of the Board of Directors>
To ensure that the Board of Directors fulfill its rolls and responsibilities effectively, the Company has established the Policy of the Composition of the Board of Directors as follows.
  • Balance of knowledge, experience, and abilities
    • Based on the management strategy, the Company has defined the skills that the directors should have, as stated below. The Board of Directors must have an appropriate balance of these skills as a whole.
    • Skills Definitions
      Corporate Management /Management Planning
      • Meet any of the followings:
        • Experiences to be a board of directors of the Company(including subsidiaries) or other companies
        • Experiences in planning and implementing of business strategies in the Company(including subsidiaries) or other companies
      • Have deep insight in the fields
      Business Management
      • Experiences in Corporate Governance or HR management
      • Have deep insight in the fields
      Execution of Business
      • Experiences of the Company’s core businesses: Loan / Credit Card Business, Credit Guarantee Business, and/or Overseas Business
      • Have deep insight in the fields
      System / Digital
      • Experience of System and/or Digital of the Company
      • Have deep insight in the fields
      Finance / Accounting
      • Meet any of the followings:
        • Experience of Finance and/or Accounting and have deep insight in the fields
        • High level expertise in Accounting, such as being a CPA
      Legal / Compliance /Risk Management
      • Meet any of the followings:
        • Experience of Corporate Laws, Compliance and/or Risk Management, and have deep insight in the fields
        • High level expertise in Law, such as being a Lawyer
    • *In principle, directors who are audit committee members shall include those with sufficient knowledge of finance and accounting, and Independent Outside Director shall include those with management experiences at other companies.
  • Diversity
    • The composition of the Board of Directors shall take into account diversity in terms of gender, cosmopolitanism, professional experiences and age.
  • Size
    • The Board of Directors shall be composed of an appropriate number of members, taking into consideration the Company’s Business domain and size, in order to keep a speed of decision-making process or ensure the effectiveness of the mutual supervisory function of the directors.
The Board of Directors of the Company consists of nine members at the point, two of whom are Independent Outside Directors, in order to expedite decision-makings and ensure effective mutual monitoring among directors. In order to ensure diverse perspectives in the Board, the Company appoints individuals with following qualifications as Directors: rich experience within the Company or from different companies; deep insight and high expertise.
The Company have created a skill matrix of the Board of Directors as follows:
Name Position Age Corporate
Management
and Planning		 Business
Management		 Execution
of Duties		 System
and
Digital		 Finance and
Accounting		 Law,
Compliance,
and, Risk
Management		 Director
(outside)
Shigeyoshi Kinoshita Chairman 74 ● ● ●
Hiroshi Naruse Deputy Chairman 64 ● ● ●
Masataka Kinoshita President & CEO 45 ● ● ●
Takashi Kiribuchi Deputy President 61 ● ● ●
Tomomi Uchida Senior Managing Director 61 ● ● ●
Tadashi Yamamoto Director 54 ● ● ●
Toshihiko Yamashita Director, Member of the Audit and Supervisory Committee 67 ● ● ● ●
Kazuo Fukumoto Director, Member of the Audit and Supervisory Committee 65 ● ● ●
Takuji Akiyama Director, Member of the Audit and Supervisory Committee 65 ● ●
Certified public accountant		 ● ●
  • * The above is a list of up to three major skills marked that each director possesses. It does not represent all the skills that each director possesses.
  • * The age, shown above, is as of the 46th Ordinary General Meeting of Shareholders (June 23, 2023)
[Supplementary Principle 4.11.2 Concurrent Post of Directors]
Information on individual directors who have material concurrent post including other listed companies is mentioned on our convocation notice for ordinary general meeting of shareholders which is available for inspection on our website.
General Meeting of Shareholders
[Supplementary Principle 4.11.3 Analysis, Evaluation, and Results of the Overall Effectiveness of the Board of Directors]
The Company distributes surveys regarding the effectiveness of the Board to all directors every year. The Company conducts analysis and evaluation on effectiveness of the Board based on the results of surveys.
The Company conducted abovementioned analysis and evaluation this fiscal year.
Consequently, the Company confirmed that the Board fulfills each and all of its function in formulation of management strategies and targets, settling management challenges, supervision on risk managements and business executors. Thus, the Company concluded that its current Board functions properly and its effectiveness is ensured.
Moreover, the Company assessed that it has made certain level of advancements on improvement of the visibility of meeting materials, which have been digitized since January 2022, and further invigoration of discussions at the Board to further improve effectiveness of the Board, which were issues recognized in previous fiscal year.
The Company recognized that current issues to be addressed include: deepening of discussions at the Board and expansion of useful information for further invigorating discussions at the Board. While the company will operate the Board of Directors in manners as described below, the Company will sustain periodic analysis and evaluation on effectiveness of the Board and continue its efforts to ensure enhanced effectiveness of the Board.
(1) The Board will decide material business management matters, such as management strategies and business plans, and also will determine basic policies for building corporate governance and internal control systems. The Board will monitor and supervise the execution of duties.
(2) Material subjects will be exhaustively selected as agendas based on regulations for matters to be resolved at the Board, provided in rules of the Board of Directors. The Board will discuss such selected material in timely and appropriate manner.
(3) The Company will distribute materials to be used at the Board prior to the meeting to make it efficient and vigorous. Prior explanations will be given when deemed necessary.
(4) The Board will receive periodic reports on business managements, etc. and supervises business execution.
[Supplementary Principle 4.14.2 Policy on Trainings for Directors]
The Company provides trainings to directors when deemed necessary upon their inaugurations. Even after their assumption of offices, the Company provides continuous training programs on diverse topics such as market trend of the Company’s business segment and global economic issues
[Principle 5.1 Policy on Constructive Dialogue with Shareholders]
(1) Basic Policy on Measures to Promote Constructive Dialogues with Shareholders
The Company strives for timely and appropriate dialogues with every shareholder to attain continuous growth and mid- to long-term enhancement in corporate value. With regard to information disclosure, in addition to the statutory disclosure and timely disclosure required by laws and regulations, we will actively disclose information that we believe is important or useful for our shareholders to deepen their understanding of our company, and we will strive to disclose information fairly and promptly, giving due consideration not only to shareholders in Japan but also to those overseas, by using methods designated by the Financial Services Agency and the Tokyo Stock Exchange and our website.
Upon disclosing such information, we will strive to disclose information in fair and prompt manner to both the domestic and the overseas shareholders through our website and processes designated by the Tokyo Stock Exchange.
In certain cases, forward-looking statements may be included in the information that we disclose. In regard to such forward-looking statements, we will strive to fully explain our assumptions, uncertain factors, etc. in order to avoid giving a false impression to the market.
In order to prevent divulgence of financial results information and ensure fairness of information disclosure, certain period prior to announcement of financial results shall be regarded as “Silent period” where we refrain from making any comments or answering inquiries regarding financial results.
(2) Development of Systems to Promote Constructive Dialogues with Shareholders
In addition to the ordinary general meeting of shareholders, the director in charge of Finance Dept. presides over dialogues with shareholders. Public & Investor Relations Office collaborates with relevant departments and conducts interim and annual earnings release conferences, domestic conferences (4 times a year), overseas IR roadshow (twice a year) and individual IR meetings (from 200 to 300 meetings per year).
Feedbacks given through these contacts with shareholders are reported to the Board of Directors.

Corporate Governance and Internal Control System Structure

Corporate Governance and Internal Control System Structure Scale up

An overview of corporate governance structure and reasons for employing said structure

The Company is a company with an Audit and Supervisory Committee and aims to enable swift decision-making and enhance the Board of Directors’ supervisory functions by significantly delegating decision-making on material business executions to directors from the Board of Directors. The Board of Directors, in turn, performs thorough monitoring and other measures on delegated matters.

The Company aims to improve the transparency and objectivity of its management by having an Audit and Supervisory Committee composed mainly of outside directors conduct audit and supervisory functions.

The organs installed by the Company are as follows:

Board of Directors

The Board of Directors of the Company consists of nine members: President & CEO Masataka Kinoshita who chairs the Board, Directors Shigeyoshi Kinoshita, Hiroshi Naruse, Takashi Kiribuchi, Tomomi Uchida and Tadashi Yamamoto, and Members of Audit and Supervisory Committee Toshihiko Yamashita (Outside Director), Kazuo Fukumoto and Takuji Akiyama (Outside Director).

The Board deliberates and decides important business management matters, such as management strategies and business planning, and basic policies for building corporate governance and internal control systems, while ensuring objective and rational judgment. Furthermore, the Board delegates decision-making on matters related to the execution of business operations other than matters to be resolved at the Board of Directors to President and Director, and monitors and supervises the execution of duties by thorough monitoring and other measures on delegated matters.

It meets at least once every quarter, in principle, and more as deemed necessary.

During the current fiscal year, the Company held a total of 12 Board of Directors meetings. Status of attendance at meetings of each Board of Directors member is as follows:

Name Number of meetings held Number of meetings attended Number of attendance
Shigeyoshi Kinoshita 12 12 100%
Hiroshi Naruse 12 12 100%
Masataka Kinoshita 12 12 100%
Takashi Kiribuchi 12 12 100%
Tomomi Uchida 12 12 100%
Masakazu Osawa*1 12 12 100%
Tadashi Yamamoto*2 - - -
Masahide Ishikawa*1 12 12 100%
Toshihiko Yamashita*2 - - -
Kazuo Fukumoto 12 12 100%
Takuji Akiyama 12 12 100%
  • (*1) He has retired from the position of Director as of June 23, 2023.
  • (*2) No data is available as he assumed his position on June 23, 2023.

The Board of Directors has determined the following items mainly as details to be deliberated in the current fiscal year.

[Details of management strategy-related matters]

  • Items relating to medium-term and single -year management plans
  • Items relating to interim and year-end dividends

[Details of business management-related matters]

  • Items relating to Basic Policy of Establishing ACOM Group’s Internal Control System
  • Items relating to the enhancement of information disclosure

[Details of financial results and accounting-related matters]

  • Items relating to financial statements
  • Items relating to business reports

[Corporate management-related items]

  • Items relating to the selection of the positions of Representative Directors and Directors
  • Items relating to basic compensation and performance-linked compensation for Directors

Audit and Supervisory Committee

The Audit and Supervisory Committee consists of three members: Toshihiko Yamashita (Outside Director) who chairs the committee, Kazuo Fukumoto and Takuji Akiyama (Outside Director).

It meets regularly to receive reports concerning important audit-related matters, hold discussions, and pass resolutions.

Committees

  1. Appointment and Remuneration Committee

    The Appointment and Remuneration Committee consists of six members: President & CEO Masataka Kinoshita who chairs the committee, Representative Directors Shigeyoshi Kinoshita and Hiroshi Naruse, and Members of Audit and Supervisory Committee Toshihiko Yamashita (Outside Director), Kazuo Fukumoto and Takuji Akiyama (Outside Director).

    The Appointment and Remuneration Committee reviews and proposes the appointment of candidates and remuneration for Directors (excluding those serving as Audit and Supervisory Committee Members) for resolution at the Board of Directors Meeting. The Committee also checks management and the status of training for candidates for management and provides an overview of the same to the Board of Directors.

    The Appointment and Remuneration Committee meets three times a year, in principle, and more as deemed necessary.

    During the current fiscal year, the Company held a total of 5 Appointment and Remuneration Committee meetings. Status of attendance at meetings of each Appointment and Remuneration Committee member is as follows:

    Name Number of meetings held Number of meetings attended Number of attendance
    Shigeyoshi Kinoshita 5 5 100%
    Hiroshi Naruse 5 5 100%
    Masataka Kinoshita 5 5 100%
    Masahide Ishikawa*1 5 5 100%
    Toshihiko Yamashita*2 - - -
    Kazuo Fukumoto 5 5 100%
    Takuji Akiyama 5 5 100%
    • (*1) He has retired from the position of Appointment and Remuneration Committee Member as of June 23, 2023.
    • (*2) No data is available as he assumed his position on June 23, 2023.

    The Appointment and Remuneration Committee has determined the following items mainly as details to be deliberated in the current fiscal year.

    • Items relating to Evaluation of Directors
    • Items relating to candidates for Directors and Representative Directors of subsidiaries
    • Items relating to the selection of the positions of Representative Directors and Directors
    • Items relating to basic compensation and performance-linked compensation for Directors
    • Items relating to the status of training for management and candidates for management
  2. Compliance Committee

    The Compliance Committee consists of five members: an expert from outside the Company Tan Michelle who chairs the committee, experts from outside the Company Yasunari Takaura, Outside Director Toshihiko Yamashita and Representative Directors Hiroshi Naruse and Masataka Kinoshita. The Committee discusses and, as necessary, makes recommendations to the Board of Directors about the following compliance-related matters.

    • Items relating to formulation, revision or abolishment of the ACOM Group Code of Ethics and Code of Conduct;
    • Important items related to establishment and operation of compliance systems;
    • Items relating to formulation of basic plans;
    • Items relating to the correction of major violations related to compliance, actions for improvement and recurrence prevention measures; and
    • Important items related to other compliance issues.

    The Compliance Committee meets four times a year, in principle, and more as deemed necessary.

  3. Information Disclosure Committee

    The Information Disclosure Committee consists of seven members: a deputy chairman Hiroshi Naruse who chairs the committee, a director Takashi Kiribuchi, a member of Audit and Supervisory Committee Kazuo Fukumoto, and executive officers who concurrently serve as directors in charge of the relevant departments, Tomomi Uchida, Masaru Kuroda, Masatoshi Nabeoka and Kazuki Morishita.

    To ensure accurate, timely and appropriate information disclosure, the Committee deliberates on matters such as statutory disclosure materials based on the Companies Act and Financial Instruments and Exchange Act, timely disclosure materials based on the Securities Listing Regulations, and matters related to the development of information disclosure systems.

    The Information Disclosure Committee meets twice every quarter, in principle, and more as deemed necessary.

    (Note) The Company revised the "Financial Information Disclosure Committee" to the "Information Disclosure Committee" as of July 1, 2022.

  4. Corporate Risk Committee

    The Corporate Risk Committee consists of seven members: Deputy Chairman Hiroshi Naruse who chairs the committee, Representative Directors Shigeyoshi Kinoshita and Masataka Kinoshita, and Members of Audit and Supervisory Committee Toshihiko Yamashita (Outside Director), Kazuo Fukumoto and Takuji Akiyama (Outside Director), and an executive officer who concurrently serve as director in charge of Corporate Risk Management Department Masatoshi Nabeoka.

    The Corporate Risk Committee discusses important items related to risk management and makes proposals and reports to the Board of Directors as deemed necessary. The Committee also monitors the status of risk management and other matters and reports the results to the Board of Directors.

    The Corporate Risk Committee meets once every quarter, in principle, and more as deemed necessary.

  5. Conflict of Interest Advisory Committee

    The Conflict of Interest Advisory Committee consists of three independent persons, chaired by independent director (outside) Toshihiko Yamashita, the independent director (outside) Takuji Akiyama, and lawyer from Nozomi Sogo Attorneys at Law, Hitoshi Shimbo. The Committee deliberates on material transactions, etc. where the controlling shareholders’ interest conflicts with minority shareholders’ from the perspective of protecting the interests of minority shareholders and makes recommendations to the Board of Directors, etc.

    The Conflict of Interest Advisory Committee meets, in principle, each time when there is a material transaction, etc. where controlling shareholder’s interest conflicts with the minority shareholders’ interest.

Executive Officers’ Meeting and other important meetings

The Executive Officers’ Meeting and other important meetings consist of eleven members: President & CEO Masataka Kinoshita who chairs the committee, Representative Directors Shigeyoshi Kinoshita and Hiroshi Naruse, executive officers who serve concurrently as directors Takashi Kiribuchi, Tomomi Uchida, Masaru Kuroda, Michihito Onodera, Masashi Yoshiba, Yuji Kinoshita, Masatoshi Nabeoka and Kazuki Morishita.

In the presence of Members of Audit and Supervisory Committee, the Executive Officers’ Meeting and other important meetings discuss and make decisions related to the execution of important business operations delegated by the Board of Directors to the President and Director, and deliberates management policies and management plans in advance for resolution at the Board of Directors Meeting in accordance with basic policies determined by the Board of Directors.

The Executive Officers’ Meeting and other important meetings assemble three times a month, in principle, and more as deemed necessary.

Appointment of Outside Directors and Reason Thereof

The Company has two Outside Directors. Their relationships with the Company are as shown in the chart below.

With respect to the standards for selecting candidates for independent outside directors, the Company places emphasis on how the candidates satisfy the standards regarding the independency of independent directors stipulated by the Tokyo Stock Exchange and whether or not the candidates have extensive experience, deep insight, and advanced expertise.

Name of Outside Director Relations with the Company
Toshihiko Yamashita
  • Mr. Toshihiko Yamashita is an Outside Director as stipulated under Article 2, Paragraph 15 of the Company Law.
  • He has a wealth of knowledge and experience acquired in the finance industry over many years, and accomplishments as a corporate manager. He also has achievements as Auditor, Director and Audit and Supervisory Committee Member outside of the Company. Therefore, the Company believes that he can supervise and provide appropriate advice for the management of the Company from an external viewpoint based on his knowledge and experience. Upon his election, he is expected to play the role as an Outside Director to provide advice on management policies and improvements to be made from a standpoint of accelerating sustainable growth and striving towards enhancement of medium- to long-term corporate value based on his insight, and to supervise the management from an independent viewpoint through the appointment and dismissal of its members and other important decision-making at the Board of Directors meetings.
  • As he meets all requirements for “Independence Standards for Outside Directors” the Company has formulated, he has been designated as an independent director.
Takuji Akiyama
  • Mr. Takuji Akiyama is an Outside Director as stipulated under Article 2, Paragraph 15 of the Company Law.
  • He is expected to supervise and audit the management of the Company from a neutral and objective viewpoint based on his advanced expertise and abundant experience gained in finance and accounting audits through his career as a certified public accountant over many years. Although he has not been directly involved in corporate management other than as an outside company auditor, it is anticipated that he will perform his duties as an Outside Director appropriately for the aforementioned reasons.
  • Upon his election, he is expected to play the role as an Outside Director to provide advice on management policies and improvements to be made from a standpoint of accelerating sustainable growth and striving towards enhancement of medium- to long-term corporate value based on his insight, and to supervise the management from an independent viewpoint through the appointment and dismissal of its members and other important decision-making at the Board of Directors meetings.
  • As he meets all requirements for “Independence Standards for Outside Directors” the Company has formulated, he has been designated as an independent director.

Compensation to Directors and Audit and Supervisory Committee Members

  1. Matters concerning the policy for the decision on the amounts of compensation to Directors and Audit and Supervisory Committee Members or the calculation method thereof
    The Board of Directors determined a policy concerning the decision on the details of individual compensation payable to Directors (excluding Directors serving as Audit and Supervisory Committee Members). In summary, compensation payable to Directors (excluding Directors serving as Audit and Supervisory Committee Members) is designed to sufficiently function as an incentive to aim for sustainable increase in corporate value by benchmarking the compensation levels of peer companies in related industries and segments with similar business scale. Compensation to Representative Directors and Directors serving as Executive Officers consists of basic compensation, performance-linked compensation and stock price-linked compensation, while compensation to part-time Directors consists of basic compensation only. Basic compensation is fixed compensation to be paid once monthly, performance-linked compensation is variable compensation to be paid once yearly according to business results, and stock price-linked compensation is variable compensation to be paid upon retirement according to stock price.
    The Company determines the amount of basic compensation payable to Directors (excluding Directors serving as Audit and Supervisory Committee Members) at the Board of Directors after the Appointment and Remuneration Committee deliberates and proposes the respective amounts to be paid according to the position and other factors, in consideration of the compensation levels at other companies, the business results of the Company, the levels of employees’ salaries and other factors. The Company determines the amount of performance-linked compensation payable to Directors (excluding Directors serving as Audit and Supervisory Committee Members) at the Board of Directors after the Appointment and Remuneration Committee calculates the basic source of distribution using “Profit attributable to owners of parent” as an indicator, and deliberates and proposes the respective amounts to be paid according to the positions, individual evaluations and other factors. The amount of stock price-linked compensation is calculated by multiplying the number of phantom stocks which are granted every year by the stock price three years late and the Company determines as to the grant of phantom stocks at the Board of Directors after the Appointment and Remuneration Committee deliberates and proposes such grant in consideration of its business condition, etc.
    The target percentage of variable compensation (performance-linked compensation and stock price-linked compensation) out of total compensation is approximately 25% (assuming a standard amount of performance-linked compensation and stock price-linked compensation). The amount of performance-linked compensation is decided by a method whereby the Appointment and Remuneration Committee first determines a range of profit, which becomes a standard for basic source of distribution, by taking into consideration special factors such as extraordinary income or losses, and the Board of Directors determines a specific amount of performance-linked compensation by multiplying the basic source of distribution by a ratio corresponding to the ratio of distribution for each title and individual evaluation of Directors.
    While target figures for the indicator for performance-linked compensation have not been determined for the current fiscal year, the actual figure of the basic source of distribution amounted to 35 million yen, with the standard range of profit from 50,000 million yen to less than 60,000 million yen.
    Other details of the compensation payable to Directors are deliberated and proposed by the Appointment and Remuneration Committee and thereupon determined by the Board of Directors. The amount of compensation payable to Audit and Supervisory Committee Members is determined through consultation among Audit and Supervisory Committee Members in consideration of their duties and responsibilities. The stock price-linked compensation system (phantom stocks) decided at the Board of Directors meeting held on January 31, 2023, was introduced and started in June 2023 for the purpose of incentivizing management to demonstrate sound entrepreneurial spirit as well as further promoting value sharing with shareholders, toward the Company's sustainable growth and enhancement of medium- to long-term corporate value.
    At the 40th Ordinary General Meeting of Shareholders held on June 22, 2017, it was resolved that compensation payable to Directors (excluding Directors serving as Audit and Supervisory Committee Members) per year shall be no more than 400 million yen (excluding the portion of employee’s salary payable to Directors who concurrently serve as employees). The number of Directors (excluding Directors serving as Audit and Supervisory Committee Members) as of the conclusion of the above Ordinary General Meeting of Shareholders was six. In addition, at the same Ordinary General Meeting of Shareholders, it was resolved that compensation payable to Directors serving as Audit and Supervisory Committee Members per year shall be no more than 100 million yen. The number of Directors serving as Audit and Supervisory Committee Members as of the conclusion of the above Ordinary General Meeting of Shareholders was four. As of March 31, 2023, the number of Directors (excluding Directors serving as Audit and Supervisory Committee Members) was six and the number of Directors serving as Audit and Supervisory Committee Members was three.
    The details of the individual compensation payable to each Director for the fiscal year under review were determined by the Board of Directors within the compensation limit approved by the general meeting of shareholders respecting the proposal from the Appointment and Remuneration Committee submitted upon deliberation based on the Director’s position, evaluation, and other factors. Therefore, the Company believes that the details are in line with the Policy.
    For the composition of the Appointment and Remuneration Committee and the Audit and Supervisory Committee and details of the committees’ activities, please see (a) Appointment and Remuneration Committee in 4. Corporate Governance, (1) Overview of Corporate Governance, 2) Corporate Governance Structure, (i) An overview of corporate governance structure and reasons for employing said structure, (C) Committees, and (B) Audit and Supervisory Committee.
  2. Total amount of compensations by categories for the Filing Company, total amount of compensations by type, and the number of paid officers
    Category Total amount
    (Millions of yen)    		 Total amount of compensations by type (Millions of yen) Number of Persons
    Fixed compensation Performance-linked compensation Retirement benefits
    Directors
    (excluding
    Audi and
    Supervisory
    Committee
    Members
    and
    Outside
    Directors)    		 184 152 31 - 6
    Audit
    and
    Supervisory
    Committee
    Members
    (excluding
    Outside
    Directors)    		 20 20 - - 1
    Outside
    Directors
    and
    Outside
    Audit and
    Supervisory
    Committee
    Members    		 31 31 - - 2
    Total 236 204 31 - 9

    (Notes)

    1. There are no employee-directors.

    2. "Number of persons" represents the cumulative number of officers who received compensation during the current fiscal year.

  3. Total amount of consolidated compensations by Filing Company's officers.
    This is omitted as none of officers of the Filing Company received aggregated consolidated compensations of 100 million yen and above.

Status of securities held by the Company

  1. Criteria and basic stance of classification of investment securities
    For classification between investment securities held for pure investment purposes and investment securities held for other than pure investment purposes, the Company does not hold any investment securities held for other than pure investment purposes and does not have a plan to hold them in the future.
  2. Investment securities held for other than pure investment purposes
    Not applicable
  3. Investment securities held for pure investment purposes
    Classifi
    cation    		 Fiscal Year Ended March 2023 Fiscal Year Ended March 2022
    Number of names
    (Name)    		 Value in balance sheet
    (Millions of yen)    		 Number of names
    (Name)    		 Value in balance sheet
    (Millions of yen)
    Non-listed
    Securities    		 18 950 18 817
    Securities
    other than
    the above    		 2 0 2 0
    Classifi
    cation    		 Fiscal Year Ended March 2023
    Total dividend received
    (Millions of yen)    		 Total gain or loss on sale
    (Millions of yen)    		 Total valuation gain or loss
    (Millions of yen)
    Non-listed
    securities    		 25 - (Note)
    Securities
    other than
    the above    		 0 - 0

    (Note) “Total valuation gain or loss” is not shown for non-listed securities, since they have no market values.

  4. Investment securities, of which holding purpose has been changed from pure investment to other than pure investment
    Not applicable
  5. Investment securities, of which holding purpose has been changed from other than pure investment to pure investment
    Not applicable

Promoting Prompt and Accurate Fair Disclosure

ACOM endeavors to maintain and improve transparency of management for the benefit of stakeholders through accurate and prompt disclosure of various management information. Concurrently, ACOM concentrates on diverse investor relations activities both in domestic and overseas. These consist of, but not limited to: earnings release conferences for investors and institutional analysts; individual interviews; conference calls, and overseas IR roadshow.

IR Site
Get ADOBE READER

To view the above files, you will need to download the Acrobat Reader Adobe, Acrobat,and Acrobat logo are trademarks of Adobe Systems Incorporated.

Related information

Back to top