Corporate
Governance

Basic Approach to Corporate Governance

Our vision is to be a “knowledge-intensive company” representing Japan in the 21st century and we have the Thought(corporate slogan) “Innovating for a Wise Future” to represent our mission to carry out together with society. This Thought expresses our hope to create a wiser future by spreading beneficial technologies based on “engineering knowledge” throughout society. In addition to the business based on our corporate philosophy from its foundation “Bridge the gap between Academia and Industry,” we search for and discover the world’s most valuable and cutting-edge technologies and provide them to our clients with the value we can only add. As a “Professional Design & Engineering Firm,” we will create new value for the future together with our stakeholders and aim for sustainable growth while conducting marketing activities to identify the needs of society and customers and technological exploration.
We value the interests of our stakeholders (our employees, research institutions, investment partners, other partner companies, communities, shareholders, and investors), and strive to build and maintain an appropriate management system that ensures management transparency and efficiency to live up to their trust and expectations.
We have adopted a “Company with a Nominating Committee, etc.” as a form of organization under the Companies Act. The Board of Directors consists of 11 members, including 6 outside directors with independence and a wealth of knowledge and experience. Furthermore, in the Nominating Committee, Audit Committee, and Compensation Committee, each committee has a majority of outside directors and is chaired by an outside director. This ensures its transparency and objectivity in the consideration of important matters such as nomination, audit, and compensation.

Corporate Governance Structure

Biographies of Outside Directors

Hideki NAKAGOME

[Brief history, position and responsibilities]

Apr. 1967 Assistant Judge, Tokyo District Court
Jan. 1999 President of the Mito District Court
Jul. 2002 President of the Tokyo Family Court
Jan. 2005 President of the Nagoya High Court
Jun. 2006 Retired as President of the Nagoya High Court
Jul. 2006 Registered as an attorney at law, joined Fuji Godo Law Office
Apr. 2008 Specially Appointed Professor, Daito Bunka University Law School
Sep. 2012 Corporate Auditor of KOZO KEIKAKU ENGINEERING Inc.

Sep. 2017 Outside Director(Audit, etc. Committee Member), KOZO KEIKAKU ENGINEERING Inc.
Jun. 2018 Chairman of Daito Bunka Gakuen Educational Corporation
Sep. 2019 Outside Director, Nomination Committee Member, and Compensation Committee Member, KOZO KEIKAKU ENGINEERING Inc.
Sep. 2020 Outside Director, Nomination Committee Member, KOZO KEIKAKU ENGINEERING Inc.
Jul. 2022 Managing Partner, Nakagome Law Office (current position)
Jun. 2024 Director of Daito Bunka Gakuen Educational Corporation
Jul. 2024 Outside Director, Nomination Committee Member, KOZO KEIKAKU ENGINEERING HOLDINGS Inc.
(to present)

Shuji HONJO

[Brief history, position and responsibilities]

Apr. 1987 Joined the Boston Consulting Group (currently Boston Consulting Group Co., Ltd.)
Sep. 1993 Joined Computer Sciences Corporation of America
Jul. 1995 Joined CSK Corporation (currently SCSK Corporation) as Manager of Corporate Planning Office, Assistant to President
Jul. 1998 Established Honjo International, Managing Director (current position)
Jan. 2004 Representative of Japan, General Atlantic LLC, USA
Apr. 2007 Senior Vice President, Investment Banking Division, Lehman Brothers Holdings Inc.

Apr. 2009 Visiting Professor, Tama University Graduate School (current position)
Sep. 2016 Outside Director, KOZO KEIKAKU ENGINEERING Inc.
Sep. 2019 Outside Director, Nomination Committee Member, and Compensation Committee Member, KOZO KEIKAKU ENGINEERING Inc.
Sep. 2020 Outside Director, Nomination Committee Member, KOZO KEIKAKU ENGINEERING Inc.
Jul. 2024 Outside Director, Nomination Committee Member, KOZO KEIKAKU ENGINEERING HOLDINGS Inc.
(to present)

Yutaro SHINTAKU

[Brief history, position and responsibilities]

Apr. 1979 Joined Toa Nenryo Kogyo Kabusiki Kaisha (currently ENEOS Holdings)
Jan. 1999 Joined Terumo Corporation
Jun. 2006 Director and Executive Officer, Terumo Corporation
Jun. 2010 President and Representative Director, Terumo Corporation
Jun. 2017 Outside Director, Santen Pharmaceutical Co.
Mar. 2018 Outside Director, Kubota Corporation (current position)
Apr. 2018 Visiting Professor, School of Business Administration, Hitotsubashi University

Apr. 2019 Specially Appointed Professor, School of Business Administration, Hitotsubashi University
Sep. 2019 Outside Director, Nominating Committee Member, KOZO KEIKAKU ENGINEERING Inc.
Sep. 2020 Outside Director, Nomination Committee Member, and Compensation Committee Member, KOZO KEIKAKU ENGINEERING Inc.
Jul. 2024 Outside Director, Nomination Committee Member, and Compensation Committee Member, KOZO KEIKAKU ENGINEERING HOLDINGS Inc.
(to present)

Yoshikazu KATO

[Brief history, position and responsibilities]

Apr. 1979 Joined The Bank of Tokyo, Ltd. (currently MUFJ Bank, Ltd.)
Aug. 2004 Regional Head of Mideast and General Manager of Bahrain Branch, The Bank of Tokyo-Mitsubishi, Ltd.
Oct. 2006 General Manager of Marunouchi Branch, The Bank of Tokyo-Mitsubishi UFJ, Ltd.
Apr. 2008 Head of Banking, The Hongkong and Shanghai Banking Corporation Limited, Japan
Jun. 2017 Outside Director, Grosvenor Asia Pacific Limited
Jul. 2017 Vice Chairman, Wealth Management, UBS AG, Tokyo Branch
Sep. 2017 Outside Corporate Auditor, ZERO CO., LTD.
Aug. 2019 Advisor, Création Capital, Inc. (current position)

Sep. 2019 Advisor, TPO co., ltd.
Outside Director, Audit Committee Member, KOZO KEIKAKU ENGINEERING Inc.
Sep. 2020 Outside Director, Audit Committee Member, and Compensation Committee Member, KOZO KEIKAKU ENGINEERING Inc.
Jun. 2021 Outside Director of Tokyo Green Tomisato Caledonian Corporation(current position)
CEO, FIRST PARTNERS Capital Co Ltd(current position)
Jan. 2023 Japan Representative and Advisor, Grosvenor Limited
Board Advisor, Eaton Real Estate Co. Ltd. (current position)
Jul. 2024 Outside Director, Audit Committee Member, KOZO KEIKAKU ENGINEERING HOLDINGS Inc.
Apr. 2025 Advisor, Serakai Group
(to present)

Hiroshi NEMOTO

[Brief history, position and responsibilities]

Apr. 1979 Joined Chuo Audit Corporation
Oct. 1992 Partner, Chuo Aoyama Audit Corporation
Jul. 2005 Representative Partner, Clifix Certified Public Tax Accountants’ Corporation
Jun. 2006 Outside Corporate Auditor, KISCO LTD. (current position)
Jul. 2012 Supervisory Officer, JAPAN PRIVATE REIT, INC. (current position)
Jan. 2015 Senior Advisor, Clifix Certified Public Tax Accountants’ Corporation (current position)

May. 2016 Outside Director (Audit, etc. Committee Member), Create restaurants holdings inc.
Jun. 2016 Outside Director, JustSystems Corporation
May. 2019 Outside Director (Audit, etc. Committee Member), Money Partners Group Co., Ltd.
Sep. 2019 Outside Director, Audit Committee Member, KOZO KEIKAKU ENGINEERING Inc.
Jul. 2024 Outside Director, Audit Committee Member, KOZO KEIKAKU ENGINEERING HOLDINGS Inc.
(to present)

Yasuhiko IMAIZUMI

[Brief history, position and responsibilities]

Apr. 1980 Joined the Industrial Bank of Japan, Limited
Apr. 2005 General Manager of Head Office Corporate Banking Department-18, Mizuho Corporate Bank, Ltd.
Apr. 2008 Executive Officer / General Manager, Corporate Banking Department of Nagoya, Mizuho Corporate Bank, Ltd.
Apr. 2010 Managing Executive Officer, Mizuho Corporate Bank, Ltd.
Apr. 2013 Deputy President and Executive Officer, Mizuho Financial Group, Inc.
Deputy President and Executive Officer, Mizuho Bank, Ltd.
Deputy President and Director, Mizuho Corporate Bank, Ltd.
Jul. 2013 Deputy President and Executive Officer, Mizuho Financial Group, Inc.
Deputy President and Director, Mizuho Bank, Ltd.
Apr. 2014 Deputy President and Director, Deputy President and Executive Officer, Mizuho Securities Co., Ltd.

Apr. 2016 Member of the Board of Directors, Chairman, Mizuho Securities Co., Ltd.
Jun. 2018 Executive Vice President and Director, Vice President, Executive Officer, NIPPON STEEL KOWA REAL ESTATE CO., LTD.
Apr. 2019 President and CEO, NIPPON STEEL KOWA REAL ESTATE CO., LTD.
Apr. 2023 Director and Advisor, NIPPON STEEL KOWA REAL ESTATE CO., LTD.
Jun. 2023 Executive Advisor, NIPPON STEEL KOWA REAL ESTATE CO., LTD.
Outside Director, Nippon Seisen Co., Ltd . (current position)
Jun. 2024 Outside Director, NIPRO CORPORATION(current position)
Jul. 2024 Outside Director, Nominating Committee Member, and Compensation Committee Member, KOZO KEIKAKU ENGINEERING HOLDINGS Inc.
(to present)

Skill Matrix of Directors

Name	Current position and responsibilities in the Company	Experience and expertise									Specialization
Name	Current position and responsibilities in the Company	Knowledge-intensive corporate management	Quality control and risk management	Recruitment, human resource development and evaluation system	Succession and cultivation of corporate culture	Sales and marketing	Industry-academia collaboration	Diversity	Global Cooperation	New Business and Investment	Law and Compliance	Accounting, Auditing, Finance
Shota HATTORI	Director Representative Executive Officer	●	●	●	●	●				●
Tamon WATANABE	Director Chairman	●		●	●	●			●			●
Kayoko KIMURA	Director Executive Officer Compensation Committee Member		●	●	●	●	●	●
Hideaki ARAKI	Director Audit Committee Member		●		●	●	●					●
Tatsuhiro MIZUNO	Director		●	●	●		●
Hideki NAKAGOME	Outside Director Nominating Committee Member						●			●	●
Shuji HONJO	Outside Director Nominating Committee Member					●	●		●	●
Yutaro SHINTAKU	Outside Director Nominating Committee Member Compensation Committee Member	●							●	●		●
Yoshikazu KATO	Outside Director Audit Committee Member							●	●			●
Hiroshi NEMOTO	Outside Director Audit Committee Member										●	●
Yasuhiko IMAIZUMI	Outside Director Nominating Committee Member Compensation Committee Member	●				●			●	●		●

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