Corporate Governance Report (Japanese Only)
The Company considers it a top priority to sustainably enhance corporate value while ensuring the transparency, fairness, and soundness of management, taking into account the position of shareholders and other stakeholders. Its basic policy is to build a strong relationship of trust with our stakeholders by implementing measures to strengthen corporate governance based on the “Restar Group Code of Conduct” and the IR Basic Policy.
In April 2024, the Company transitioned from a pure holding company to an operating holding company by merging its major subsidiaries through an absorption-type merger with the aim of strengthening group synergies and optimizing the allocation of management resources. In addition to the “Management Strategy Meeting” for flexible discussion of short-, medium-, and long-term management strategies and execution, the “Group Executive Meeting” to strengthen the supervisory function of the Board of Directors and expedite decision-making by substantially delegating authority to Corporate Officers, the “BU Management Meeting” to deliberate and make resolutions regarding execution, etc., and multiple management committees have been established to deepen and expedite business operations. The Board of Directors consists of 10 Directors, including Audit and Supervisory Committee Members. They include two female Directors and four Independent Outside Directors, promoting decision-making that takes advantage of diverse perspectives. In addition to strengthening corporate governance by appointing Outside Directors with high expertise in legal, accounting and management, we have a majority of the Group Nomination and Remuneration Committee to be accounted for by Independent Outside Directors to ensure transparency in the nomination and dismissal process. This new management structure will enable us to achieve long-term management with an eye to the future.
The Board of Directors of the Company consists of Seven Directors (excluding Directors who are Audit and Supervisory Committee Members; one of which is an Outside Director) and five Directors who are Audit and Supervisory Committee Members (three of which are Outside Directors). The Board of Directors meets regularly once a month and on an ad-hoc basis as needed to deliberate and make decisions on important matters in accordance with concrete agenda and reporting criteria.
Name | Position and Responsibility in the Company |
Kunihiro Konno | Representative Director Chairman, CEO |
Shinichi Hayashi | Representative Director President, COO |
Hiroaki Konno | Director, Senior Corporate Executive Officer |
Masahiro Shibata | Director, Corporate Executive Officer |
Kiyoshi Togawa | Director, Corporate Executive Officer |
Susumu Nishima | Director, Corporate Officer |
Jin-hyuk Yun | Outside Director |
Toshiyuki Suzuki（Chair） | Director (Audit and Supervisory Committee Member) |
Takenori Konno | Director (Audit and Supervisory Committee Member) |
Seno Tezuka | Outside Director (Audit and Supervisory Committee Member) |
Reiko Date | Outside Director (Audit and Supervisory Committee Member) |
Sachiko Kasano | Outside Director (Audit and Supervisory Committee Member) |
Since fiscal year 2022, we have conducted annual self-assessments in the form of a questionnaire for Directors and Directors who are Audit and Supervisory Committee Members. The questionnaire is designed to provide a comprehensive understanding of each Director’s level of awareness, issues for improvement and the direction of future initiatives, and is composed of questions covering “roles and functions,” “membership,” “performance,” “strategies,” “structure and processes,” and “nomination and remuneration” for the Board of Directors and the Audit and Supervisory Committee. In fiscal year 2023, we conducted the questionnaire in October, shared the results of the analysis with the Audit and Supervisory Committee and the Board of Directors, which deliberated on the direction of future initiatives. The results found that, for fiscal year 2023, the effectiveness of the Board of Directors at the Company was generally secured, although there were some items for consideration for improvement. The themes for further discussion included “the roles and functions of the Board of Directors and the Audit and Supervisory Committee, improvement of operational efficiency, and strengthening of initiatives for nomination and remuneration.”
We will continue to discuss on those initiatives as part of the operation of the Board of Directors and the Audit and Supervisory Committee, and monitor on an ongoing basis to work on them.
The basic policy for the Board of Directors of the Company is to have a well-balanced composition in terms of diverse knowledge, experience, capabilities and global perspectives that contribute to management, regardless of age, gender, nationality and other factors, to appropriately monitor business execution and make decisions and to realize sustainable enhancement of corporate value. Based on the basic policy, we maintain a composition and size of the Board of Directors that allow it to be highly effective in light of the Company’s size and the nature of its business. In addition to identifying ten skills (knowledge, experience and capabilities, etc.) of Directors that are considered particularly important for appropriate business execution monitoring and decision-making, we have prepared a skills matrix as shown in the table below to confirm that the Board of Directors as a whole has those important skills and to clearly identify expertise and experience expected of Directors by the Company. The Company judges that the Board of Directors as a whole possesses important skills. Please refer to the latest Annual Securities Report and Notice of Convocation of the General Meeting of Shareholders on the Company’s website for the rationale for the appointment of each Director, expected skills and roles, and brief personal history.
| Name | Expertise and experience expected of Directors by the Company | ||||||||||
Group Management Strategy M&A | Global Management | Business Strategy | Industry related knowledge and experience | Technology Strategy | Finance /Accounting | Organization Human Resources | ESG Sustainability | Corporate Governance | Legal Risk Management | ||
| Directors (excluding Audit and Supervisory committee Members) | Kunihiro Konno | ◎ | 〇 | 〇 | ◎ | ◎ | 〇 | 〇 | |||
| Shinichi Hayashi | ◎ | ◎ | 〇 | 〇 | 〇 | ◎ | 〇 | ||||
| Hiroaki Konno | 〇 | 〇 | ◎ | 〇 | 〇 | 〇 | |||||
| Masahiro Shibata | 〇 | 〇 | ◎ | 〇 | 〇 | ||||||
| Kiyoshi Togawa | 〇 | 〇 | ◎ | 〇 | 〇 | ||||||
| Susumu Nishima | 〇 | ◎ | 〇 | 〇 | ◎ | ||||||
| Directors (Audit and Supervisory Committee Members) | Jin-hyuk Yun |
| |||||||||
| Toshiyuki Suzuki | 〇 | 〇 | ◎ | ||||||||
| Takenori Konno | 〇 | ◎ | 〇 | ||||||||
| Seno Tezuka | 〇 | ◎ | 〇 | 〇 | |||||||
| Reiko Date | 〇 | ◎ | 〇 | 〇 | |||||||
| Sachiko Kasano | 〇 | 〇 | 〇 | ◎ | |||||||
It is chaired by an Internal Director (Audit and Supervisory Committee Members), consists of five Directors (including three Outside Directors) and meets once a month, in principle, and on an ad-hoc basis as needed. In addition, with the aim of strengthening the supervisory function of the Board of Directors, its members attend meetings of the Board of Directors and other important meetings of the Group. Furthermore, we hold regular meetings of the Group Audit and Supervisory Committee Member Liaison Committee to establish a system to enhance the effectiveness of audits of the entire Group.
A voluntary Group Nomination and Remuneration Committee has been established with a majority of its members being Independent Outside Directors and the chair also an Independent Outside Director. It is intended to strengthen the supervisory function of the Board of Directors and enhance corporate governance by ensuring transparency and objectivity of the nomination and dismissal of the Group’s Directors and Corporate Officers, and the evaluation and decision-making processes for their remuneration.
It formulates and monitors the progress of sustainability-related measures, and shares information on issues related to sustainability. The Committee whose members include Representative Directors as well as heads of corporate functions and respective businesses who make up the Board of Directors of the Company is under the supervision of the Board of Directors and its equivalent deliberative and resolution bodies.
The Internal Control Committee promotes the strengthening of group governance systems from the business execution perspective regarding the "four objectives of internal control" (reliability of financial reporting, effectiveness and efficiency of operations, compliance with laws and regulations, and safeguarding of assets).
The committee is held quarterly and monitors the risks of each BU and each company and their response status.
The Compliance Committee is responsible for promoting compliance within the Restar Group, and is a body that receives consultation requests and reports regarding violations of laws and regulations as well as company regulations, including the Restar Group Code of Conduct. It meets quarterly and implements training and other measures in accordance with a preapproved activity plan.
The electronics industry, of which the Company is a part, is in a severe business environment of intensifying competition, and diversifying and increasingly sophisticated customer needs amid rapid technological innovations. We believe that it is essential to maintain public trust to continue to grow sustainably in such environment. The Restar Group Code of Conduct (the “Code”) sets forth the standards that determine the behavior of the Restar Group’s officers and employees to conduct business activities based on business ethics and regulatory compliance with the aim to achieve the goals established on the basis of the management philosophy. The Code consists of seven items constituting our basic approach and 15 matters to be observed, and has been established as special rules for the entire Restar Group. In February 2023, we revised the Code to incorporate compliance awareness into the behaviors of every officer and employee of the Restar Group and to further enhance our corporate value. Please see the Company’s website for details. With respect to political donations, the Code clearly stipulates in Matters to Be Observed, “5. Prohibition of Bribery,” that “we do not make political contributions to elected officials, candidates or parties against the laws and regulations, or company regulations. ” Based on this, our company regulations also make it mandatory to check with Legal & Compliance Department of the Company in advance for any political donations to lawmakers or donations to or sponsorship of civil servants, regardless of their amounts. As of March 2025, the Company has not made any political contributions. There have been neither cases of corrupt practices detected, nor associated fines or penalties paid.
The Group Anti-Bribery Regulations was established in February 2021 to ensure that all officers and employees of the Restar Group comply with the laws and regulations regarding the prevention of corrupt practices in respective countries, and to establish necessary matters, standards and norms to be observed by them. The Group Anti-Bribery Regulations also cover commercial bribes to civil servants, their families and private companies in and outside of Japan. The Group Anti Bribery Regulations provide that Restar Group’s officers and employees must not give or accept bribes from those persons, and also contain provisions on facilitation payments and donations, entertainment or gifts to civil servants and others. Separately from the Group Anti-Bribery Regulations, the Company has also established a Global Policy on Anti-Bribery (“Global Policy”). The Global Policy supplements “5. Prohibition of Bribery” in the Code by listing acts that could be perceived as bribes or improper payments, whether in Japan or overseas, and by requiring compliance with the Code and the Global Policy from third parties in the case of transactions through third parties. The Compliance Committee has produced the Global Policy in seven languages that are used in the Restar Group companies (Japanese, English, Korean, Simplified Chinese, Traditional Chinese, Thai, and Vietnamese) to enable all officers and employees of the Restar Group to understand, and posts it on respective companies’ intranet.
Anti-Bribery and Anti-Corruption Policy
The Company has a whistleblower system available for the Restar Group’s officers and employees under the Regulations on Operation of the Group Whistleblower System. A report is made through dedicated contact points (a website and a dedicated phone number that is available within Japan), and a whistleblower can choose either the Secretariat of Compliance Committee or the Secretariat of Audit and Supervisory Committee as a report recipient. It is stipulated that reports to be accepted be about organizational or individual violations of the Code, company regulations and/or laws and regulations, such as bribery, and the anonymity of whistleblowers and confidentiality of the contents of reports are ensured.
The Company stipulates that any related party transactions with an officer of the Company require a resolution of the Board of Directors, and that transactions with major shareholders, etc., also be deliberated by the Board of Directors. In addition, we have strengthened our management of conflicts of interest risks through appropriate procedures and judgment criteria, such as requiring all officers to submit a “Related Party Transaction Confirmation Form” at the end of each fiscal year and designating Independent Outside Directors who are not likely to have conflicts of interest with general shareholders. There were no related party transactions or conflicts of interest that need to be disclosed in fiscal year 2025.
Code of conduct training is conducted through e-learning, with participants required to take the course every other year in principle. In odd-numbered years, all officers and employees of the Eester Group are targeted, while in even-numbered years, all officers and employees newly joining the Rester Group are targeted. At the end of this training, a comprehension test and pledge items for compliance with the code of conduct are provided, with a passing score set at 100 points, and the training is completed by making the pledge. Additionally, for newly hired officers and employees, taking the training is mandatory at the time of joining, and they are required to pledge compliance with the code of conduct promptly after joining.
The Company has prepared a Compliance Manual (hereinafter referred to as the "Manual") and a Compliance Case Study Collection (hereinafter referred to as the "Case Study Collection") as supplementary materials to help understand the code of conduct. The Manual contains the full text of the code of conduct and key points for each item, as well as information on internal reporting channels. Meanwhile, the Case Study Collection introduces cases related to items in the code of conduct and provides easy-to-understand explanations of correct knowledge and response methods. Like the Global Policy, both are prepared in seven languages used by each company in the Rester Group, and the Manual and Case Study Collection are posted on the intranets of each Rester Group company.
Image: Extract from Compliance Manual
Every year, we conduct a compliance awareness survey (hereinafter referred to as the "Awareness Survey") targeting officers and employees of each Rester Group company. It consists of two parts: 67 survey questions and free-form responses. The response rate is very high, and free-form responses are filled out accordingly. For locations with poor survey results, individual feedback is provided and issues are actively shared.
M&A is one of the important growth strategies for the Company, and the number of companies joining the Group through M&A is increasing. Strengthening governance across the Group and promoting awareness and thorough implementation of compliance are considered among the most important management issues. We are advancing our initiatives based on lessons learned from past incidents.
Restar Group recognizes that maintaining information security is a critical responsibility in conducting its business activities and providing stable and reliable services to its stakeholders. Accordingly, the Restar Group hereby establishes and implements this Information Security Policy.
