Corporate Governance
Basic Approach
MIRARTH HOLDINGS Group has set "Our Purpose" as "To design sustainable environments for a happier future for both people and our planet." and recognizes that addressing issues related to sustainability is an important management issue. We will not only pursue profits, but also comply with laws, regulations, corporate ethics, fulfill our social responsibilities as a member of the corporate community, and aim to sustainably enhance our corporate value.
To this end, our basic approach to corporate governance is to always consider the happiness of all stakeholders, including customers, employees, business partners, local communities, and shareholders, and to promote sound corporate activities by making decisions quickly and responding flexibly to changes in the business environment, as well as ensuring thorough compliance and transparency in decision making.
Initiatives to Strengthen Corporate Governance
| Details of Initiatives | |
|---|---|
| 2010 | Introduction of executive officer system |
| 2012 | Introduction of stock-based compensation stoc opion plan for directors (excluding outside directors) and executive officers |
| 2016 | Start of evaluation of the effectiveness of the Board of Directors |
| 2017 | Term of office for directors changed from two years to one year |
| 2019 | Establishment of Nomination Committee and Compensation Committee |
| 2020 | Appointment of outside directors as chairpersons of the Nomination Committee and Compensation Committee |
| 2021 | Appointment of two female outside directors |
| Ratio of outside directors increased to one-third (4 outside directors out of 12 directors) | |
| Revision of executive compensation system (introduction of non-financial indicators as evaluation items) | |
| 2022 | Disclosure of the skills matrix |
| Transition to a holding company structure |
Corporate Governance System
MIRARTH HOLDINGS has established a system to ensure the appropriateness of management through careful and prompt decision-making by the Board of Directors, appropriate supervision of business execution by mutual directors, auditing and supervision of business execution by directors by corporate auditors. In addition, the Company has adopted an executive officer system to clarify the management oversight responsibilities of directors and the business execution responsibilities of executive officers.
Corporate Governance System Trends
Director consists of 8 members, of whom 4 are independent external Director with diverse backgrounds. Director The term of office shall last until the conclusion of the Annual General Meeting of Shareholders concerning the final business year ending within one year after appointment. In fiscal year 2025, we held 17 Director meetings.
There are three auditors, all of whom are independent outside auditors, establishing a system that enables ample external management oversight. The Board of Auditors seeks to share issues and information among auditors, and when necessary, requests information from Director and departments to improve audit standards. In fiscal year 2025, the Board of Auditors held 12 meetings.
| Fiscal Year | Form of Organization | Total Number of Directors | Number of Outside Directors |
Total Number of Auditors | Number of Outside Auditors |
|---|---|---|---|---|---|
| FY2016 | Company with Board of Auditors | 10 | 2 | 3 | 3 |
| FY2017 | Company with Board of Auditors | 10 | 3 | 3 | 3 |
| FY2018 | Company with Board of Auditors | 11 | 3 | 3 | 3 |
| FY2019 | Company with Board of Auditors | 13 | 3 | 3 | 3 |
| FY2020 | Company with Board of Auditors | 13 | 4 | 3 | 3 |
| FY2021 | Company with Board of Auditors | 12 | 4 | 3 | 3 |
| FY2022 | Company with Board of Auditors | 12 | 4 | 3 | 3 |
| FY2023 | Company with Board of Auditors | 6 | 4 | 3 | 3 |
| FY2024 | Company with Board of Auditors | 7 | 4 | 3 | 3 |
| FY2025 | Company with Board of Auditors | 7 | 4 | 3 | 3 |
| FY2026 | Company with Board of Auditors | 8 people | 4 | 3 | 3 |
- * Transitioned to a holding company structure as of October 1, 2022.
Board of Directors
Our Director consists of eight members (four of whom are outside Director), and all outside Director are designated as independent officers. At Director meetings held in principle once a month and extraordinary Director meetings held as needed, we make careful and prompt decisions and mutually supervise the execution of business Director.
Corporate auditors attend these meetings and provide their opinions when necessary. They also collaborate closely with outside directors to audit and oversee both the functioning of the Board and the status of business execution. Additionally, executive officers, the head of the Group Internal Audit Department, and leaders of other departments attend Board of Directors meetings when requested, in line with internal regulations. They provide opinions on agenda items and reported issues as appropriate.
Furthermore, the Company conducts a Group Management Committee meeting once a month. This meeting serves to discuss and deliberate on significant plans and proposals related to group management policies, strategies, and overall group governance, thereby refining the decision-making process.
Executive Officer System
We have introduced the Executive Officer system, clarifying the management supervision responsibilities of Director and the business execution responsibilities of Executive Officer, aiming to further accelerate decision-making and strengthen business execution.
Audit & Supervisory Board
As a check-in system for decision-making, all three auditors are outside auditors, and each has sufficient work experience, achievements, and determination to make objective judgments and checks. Not only our audits but also those of our affiliated companies are conducted through attendance at each company's Director meetings and interviews with Director, maintaining a tense relationship. Additionally, the accounting auditor and I work together to monitor and coordinate our annual schedules, accompany each other on site visits and model room surveys, and exchange information as needed, thereby striving to further enhance the effectiveness and efficiency of audits.
Group Internal Audit Office
To enhance and strengthen our internal audits, we have established internal audit regulations and set up a Group Internal Audit Office as an independent body directly under the President. In planning and implementing internal audits, we ensure thorough coordination with the auditors and external auditors regarding schedules and audit content to ensure the efficient operation of each function. The auditors accompany and observe the operational audits conducted by the Group Internal Audit Office, confirming the audit content and soliciting opinions as appropriate, thereby striving to build an effective and efficient audit system.
Director Skills Matrix
To make objective judgments based on diverse knowledge and experience, our company has identified the combination of knowledge, experience, and abilities that the Director Association should possess, as shown in the table below.
| Name Position |
Corporate Management |
Finance/
Accounting |
Legal Affairs/ Risk Management |
Sales/ Marketing |
Human Resources/
Labor Relations |
IT | Global Business |
Nominating Committee |
Compensation Committee |
|
|---|---|---|---|---|---|---|---|---|---|---|
| Kazuichi Shimada | ◎ | 〇 | 〇 | 〇 | 〇 | 〇 | ||||
| Representative Director and Group CEO Concurrently President Executive Officer |
||||||||||
| Daisuke Nakamura | ◎ | 〇 | 〇 | 〇 | ||||||
| Director and Group CFO Also Group CSO concurrently Senior Managing Executive Officer |
||||||||||
| Go Yamaji | 〇 | ◎ | ||||||||
| Director and Group CRO Also Group CHRO Concurrently Senior Executive Officer |
||||||||||
| Mika Takaara | ◎ | 〇 | ||||||||
| Director and Group CBO Concurrently Senior Executive Officer |
||||||||||
| Kaname Uchida | ◎ | 〇 | 〇 | Chairperson | 〇 | |||||
| Outside Director | ||||||||||
| Yuko Kanamaru | ◎ | 〇 | 〇 | |||||||
| Outside Director | ||||||||||
| Yasuko Ono | 〇 | 〇 | ◎ | |||||||
| Outside Director | ||||||||||
| Nobuhiro Yabe | ◎ | 〇 | 〇 | 〇 | 〇 | Chairperson | ||||
| Outside Director |
- * "◎" indicates the items that each director particularly identifies as a strength.
Reasons for Appointment of Outside Directors and Number of Directors Meetings Attended
We disclose the reasons for the appointment of each external Director and the number of attendances at the Director meetings in fiscal year 2025.
| Name | Position | Reasons for Appointment | Fiscal Year 2025 Director To the Association Attendance Statistics |
|---|---|---|---|
| Kaname Uchida | Outside Director | Appointed in recognition of extensive experience and broad insight in the real estate industry, as well as a proven track record and experience at the Ministry of Construction (currently the Ministry of Land, Infrastructure, Transport and Tourism). | 17 innings / 17 innings |
| Yuko Kanamaru | Outside Director | Appointed in recognition of holding legal qualifications in both Japan and the State of New York, and possessing specialized knowledge, extensive experience, and achievements gained both domestically and internationally. | 17 innings / 17 innings |
| Yasuko Ono | Outside Director | Appointed in recognition of direct involvement in company management, specialized knowledge and extensive experience gained at financial institutions both in Japan and overseas, as well as a proven track record and experience as an Auditor. | 14 times/14 times * |
| Nobuhiro Yabe | Outside Director | They were selected because they have extensive experience and a proven track record in management, as well as broad knowledge and insight, having been involved in management at financial institutions and operating companies. | ー |
- * Based on the number of Director meetings held in fiscal year 2025 since taking office on June 25, 2025.
Nomination and Remuneration Committees
To enhance the objectivity and transparency of the decision-making processes regarding personnel and compensation for Director and others, and to further enhance and strengthen our corporate governance system, we have established the Nomination Committee and the Compensation Committee as voluntary advisory bodies.
Both committees are composed of at least three directors selected by resolution of the Board of Directors, at least half of whom are independent outside directors, thereby ensuring appropriate opportunities for involvement and advisory services by independent outside directors. Both committees, in consultation with the directors, deliberate and report primarily on the matters listed below.
Nomination Committee
- (1) Matters related to the composition and balance of the Board of Directors;
- (2) Matters related to the selection and dismissal of directors;
- (3) Matters related to the selection and dismissal of representative directors and executive officers;
- (4) Matters related to criteria for determining the independence of outside directors; and
- (5) Matters related to succession planning.
Remuneration Committee
- (1) Matters relating to the remuneration of directors and executive officers;
- (2) Matters relating to basic policies and criteria on the remuneration of directors and others; and
- (3) Other matters referred to the Remuneration Committee by the Board of Directors.
Executive Remuneration
Directors’ remuneration is determined on the basis of the degree of each director’s contribution to business expansion and improvement in corporate value towards sustainable growth. The limit of the annual amount of remuneration is deemed to be ¥600 million (not including, however, the employee portion of the salary), and the limitation of the special stock option remuneration to ¥600 million annually is decided by a resolution at the Ordinary General Meeting of Shareholders. Auditors’ remuneration is limited to an annual amount of ¥60 million or less.
Evaluating the Effectiveness of the Board of Directors
Director To improve the functions of the association, we conduct evaluations and analyses on the effectiveness of the Director association. With the cooperation of external consulting firms, anonymous surveys were conducted targeting all Director and auditors, including external Director. Based on the responses to that survey, we analyze and evaluate the effectiveness of the Director meeting.
In the effectiveness evaluation for fiscal year 2025, all Director and auditors will be interviewed based on questionnaire results from external consulting firms, and reports will be received as third-party evaluations.
Based on the results of this survey and interviews, we have received generally positive evaluations regarding the composition, management, and discussions of the Director Association, confirming that our Director Association is functioning effectively to a considerable extent. In particular, items that have improved since last year include discussions on management plans that consider Director management, diversity in Director committee composition, and capital costs. On the other hand, issues to address for improvement included conducting intensive discussions on talent strategy and enhancing the effectiveness of succession plans.
We will continue to fully examine the identified issues and steadily pursue initiatives to further enhance the functions of the Board of Directors.
External Director Interview
External Director Roundtable
Message from the New External Director