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]

April 1967 Assistant Judge, Tokyo District Court
January 1999 President of the Mito District Court
July 2002 President of the Tokyo Family Court
January 2005 President of the Nagoya High Court
June 2006 Retired as President of the Nagoya High Court
July 2006 Registered as an attorney at law, joined Fuji Godo Law Office
April 2008 Specially Appointed Professor, Daito Bunka University Law School
September 2012 Corporate Auditor of KOZO KEIKAKU ENGINEERING Inc.
September 2017 Outside Director (Audit Committee Member), KOZO KEIKAKU ENGINEERING Inc.
June 2018 Chairman of Daito Bunka Gakuen Educational Corporation (current position)
September 2019 Outside Director, Nomination Committee Member, and Compensation Committee Member, KOZO KEIKAKU ENGINEERING Inc.
September 2020 Outside Director, Nomination Committee Member, KOZO KEIKAKU ENGINEERING Inc.
July 2022 Managing Partner, Nakagome Law Office (current position)
July 2024 Outside Director, Nomination Committee Member, KOZO KEIKAKU ENGINEERING HOLDINGS Inc.
(to present)

Shuji HONJO

[Brief history, position and responsibilities]

April 1987 Joined the Boston Consulting Group
September 1993 Joined Computer Sciences Corporation of America
July 1995 Joined CSK Corporation as Manager of Corporate Planning Office, Assistant to President
July 1998 Established Honjo International, Managing Director (current position)
January 2004 Representative of Japan, General Atlantic LLC, USA
April 2007 Senior Vice President, Investment Banking Division, Lehman Brothers Holdings Inc.
April 2009 Visiting Professor, Tama University Graduate School (current position)
September 2016 Outside Director, KOZO KEIKAKU ENGINEERING Inc.
September 2019 Outside Director, Nomination Committee Member, and Compensation Committee Member, KOZO KEIKAKU ENGINEERING Inc.
September 2020 Outside Director, Nomination Committee Member, KOZO KEIKAKU ENGINEERING Inc.
July 2024 Outside Director, Nomination Committee Member, KOZO KEIKAKU ENGINEERING HOLDINGS Inc.
(to present)

Yutaro SHINTAKU

[Brief history, position and responsibilities]

April 1979 Joined Toa Nenryo Kogyo Kabusiki Kaisha (currently ENEOS Holdings)
January 1999 Joined Terumo Corporation
June 2006 Director and Executive Officer, Terumo Corporation
June 2010 President and Representative Director, Terumo Corporation
June 2017 Outside Director, Santen Pharmaceutical Co. (current position)
March 2018 Outside Director, Kubota Corporation (current position)
April 2018 Visiting Professor, School of Business Administration, Hitotsubashi University
April 2019 Specially Appointed Professor, School of Business Administration, Hitotsubashi University
September 2019 Outside Director, Nominating Committee Member, KOZO KEIKAKU ENGINEERING Inc.
September 2020 Outside Director, Nomination Committee Member, and Compensation Committee Member, KOZO KEIKAKU ENGINEERING Inc.
July 2024 Outside Director, Nomination Committee Member(Chair), and Compensation Committee Member, KOZO KEIKAKU ENGINEERING HOLDINGS Inc.
(to present)

Yoshikazu KATO

[Brief history, position and responsibilities]

April 1979 Joined The Bank of Tokyo, Ltd. (currently MUFJ Bank, Ltd.)
August 2004 Regional Head of Mideast and General Manager of Bahrain Branch, The Bank of Tokyo-Mitsubishi, Ltd.
October 2006 General Manager of Marunouchi Branch, The Bank of Tokyo-Mitsubishi UFJ, Ltd.
April 2008 Head of Banking, The Hongkong and Shanghai Banking Corporation Limited, Japan
June 2017 Outside Director, Grosvenor Asia Pacific Limited (current position)
July 2017 Vice Chairman, Wealth Management, UBS AG, Tokyo Branch
September 2017 Outside Corporate Auditor, ZERO CO., LTD. (current position)
August 2019 Advisor, Création Capital, Inc. (current position)
September 2019 Advisor, TPO co., ltd. (current position)
Outside Director, Audit Committee Member, KOZO KEIKAKU ENGINEERING Inc.
September 2020 Outside Director, Audit Committee Member and Compensation Committee Member of the Company
June 2021 Outside Director of Tokyo Green Tomisato Caledonian Corporation(current position)
CEO, FIRST PARTNERS Capital Co Ltd(current position)
January 2023 Japan Representative and Advisor, Grosvenor Limited (current position)
Board Advisor, Eaton Real Estate Co. Ltd. (current position)
July 2024 Outside Director, Audit Committee Member(Chair), KOZO KEIKAKU ENGINEERING HOLDINGS Inc.

Hiroshi NEMOTO

[Brief history, position and responsibilities]

April 1979 Joined Chuo Audit Corporation
October 1992 Partner, Chuo Aoyama Audit Corporation
July 2005 Representative Partner, Clifix Certified Public Tax Accountants’ Corporation
June 2006 Outside Corporate Auditor, KISCO LTD. (current position)
July 2012 Supervisory Officer, JAPAN PRIVATE REIT, INC. (current position)
January 2015 Senior Advisor, Clifix Certified Public Tax Accountants’ Corporation (current position)
May 2016 Outside Director (Audit, etc. Committee Member), Create restaurants holdings inc.
June 2016 Outside Director of JustSystems Corporation
May 2019 Outside Director (Audit, etc. Committee Member), Money Partners Group Co., Ltd.(current position)
September 2019 Outside Director, Audit Committee Member, KOZO KEIKAKU ENGINEERING Inc.
July 2024 Outside Director, Audit Committee Member(Chair), KOZO KEIKAKU ENGINEERING HOLDINGS Inc.
(to present)

Yasuhiko IMAIZUMI

[Brief history, position and responsibilities]

April 1980 Joined the Industrial Bank of Japan, Limited
April 2002 Deputy General Manager of Head Office Corporate Banking Department-7, Mizuho Corporate Bank, Ltd.
March 2003 Deputy General Manager of Head Office Finance Department-10, Mizuho Corporate Bank, Ltd.
April 2005 General Manager of Head Office Corporate Banking Department-18, Mizuho Corporate Bank, Ltd.
April 2008 Executive Officer / General Manager, Corporate Banking Department of Nagoya, Mizuho Corporate Bank, Ltd.
April 2010 Managing Executive Officer, Mizuho Corporate Bank, Ltd.
April 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.
July 2013 Deputy President and Director, Mizuho Bank, Ltd.
April 2014 Deputy President and Director, Deputy President and Executive Officer, Mizuho Securities Co., Ltd.
April 2016 Member of the Board of Directors, Chairman, Mizuho Securities Co., Ltd.
June 2018 Executive Vice President and Director, Vice President, Executive Officer, Cooperate Business Division General Manager, NIPPON STEEL KOWA REAL ESTATE CO., LTD.
April 2019 President and CEO, NIPPON STEEL KOWA REAL ESTATE CO., LTD.
April 2023 Director and Advisor, NIPPON STEEL KOWA REAL ESTATE CO., LTD.
June 2023 Executive Advisor, NIPPON STEEL KOWA REAL ESTATE CO., LTD.(current position)
Outside Director, Nippon Seisen Co., Ltd . (current position)
July 2024 Outside Director, Nominating Committee Member, and Compensation Committee Member(Chair) , 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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