At JAST, our focus is on achieving management which is ideally suited to the current economic environment while reflecting the fundamental principles of corporate governance. Towards this end, and in line with a philosophy which emphasizes what is best for our four key stakeholders – customers, shareholders, employees and society – we pursue win-win relationships with buyers, vendors, and investors, as well as with the public at large, in order to maximize value for each and realize a medium and long-term increase in corporate value together with the sustainable growth of the company. Moving forward, our corporate officers will sincerely consider all essential input as they boldly challenge the status quo and continue seeking out corporate transformation.
The JAST Board of Directors is appropriately sized at ten or fewer members and represents a balanced diversity of backgrounds, experience and expertise to ensure that directors are able to fulfill their duties in making important business decisions for the company and in supervising the job performance of the other directors and officers. Candidates for external director are chosen based on company policy for nominating corporate officers, as well as on criteria for assessing the independence of external officers.
|Reason for Selection|
|〇||Mr. Hosoe possesses a wealth of experience and broad expertise in cutting-edge IT consulting and business model restructuring, including global business, and he has been nominated to the position of external director in order to provide advice and guidance from a managerial standpoint relating to the various business concerns of the JAST Group.|
|〇||Mr. Hanai possesses a wealth of experience and broad expertise derived from his work in major IT corporations conducting, among other things, automotive manufacturer-focused IT solution sales, sales force management, and product and services branding, and he has been nominated to the position of external director in order to provide advice and guidance from a sales and marketing standpoint relating to the various business concerns of the JAST Group.|
|〇||Mr. Akiba possesses an extensive network of telecommunications industry contacts, including IT vendors, as well as a wealth of experience and broad expertise which he has cultivated from serving in key positions, including representative director, at various companies, and he has been nominated to the position of external director in order to leverage his expertise to provide oversight and advice, from a specialist’s standpoint, with regard to directors’ performance in growing JAST business and creating growth opportunities, particularly the acquisition of new customers and the expansion of business alliances.|
At JAST, the members of the Audit & Supervisory Board encompass a broad range of specializations and are chosen with the aim of ensuring multifaceted oversight of directors in the performance of their overall duties. Internal auditing is carried out systematically over the course of the year by the Internal Audit Department, which is organizationally independent from the other departments. The purpose of these audits is to safeguard the company’s assets and contribute to improved management efficiency by looking at whether or not each department is carrying out its respective operations appropriately and efficiently in accordance with legal requirements and company regulations. Auditing for the consolidated financial statements and other such documentation is conducted by Deloitte Touche Tohmatsu LLC.
|Reason for Selection|
|〇||Mr. Taenaka has been selected to perform auditing and supervision of JAST financial affairs due to the wealth of specialized expertise in accounting and taxation-related matters which he possesses as a certified public accountant and certified tax accountant. In addition, from the standpoint of protecting general shareholders, Mr. Taenaka has been nominated as an independent officer due to the fact that he is a disinterested party in relation to JAST and has no conflict of interest with general shareholders.|
|〇||Mr. Mogami has cultivated a wealth of legal expertise as an attorney which we believe he can bring to bear for the JAST auditing and supervisory structure. Although he does not have direct corporate management experience, we have determined that, for the abovementioned reason, he will be able to appropriately carry out the duties of an external Audit & Supervisory Board member. In addition, from the standpoint of protecting general shareholders, Mr. Taenaka has been nominated as an independent officer due to the fact that he is a disinterested party in relation to JAST and has no conflict of interest with general shareholders.|
JAST has established policies with regard to the amount of, and method for calculating, executive remuneration and other compensation which are adequately aligned with shareholder interests through the use of incentives tied to sustained improvement in corporate value and which determine an adequate standard of remuneration for each director based upon his or her roles and responsibilities. Specifically, remuneration for directors (excluding external directors) is comprised of a base remuneration set at a fixed amount, a corporate performance-linked variable remuneration, and a share-based remuneration. External directors, who play a supervisory role, are paid a base remuneration and a corporate performance-linked variable remuneration, in consideration of their duties.
Base remuneration for JAST directors consists of a fixed, monthly amount which is determined based on job position and in consideration of employee salary levels and executive remuneration levels at other companies, as well as company performance and other factors.
Corporate performance-linked variable remuneration is determined using performance indicators which motivate directors to pursue improved fiscal year performance, and it is paid at a given time each year in the form of a bonus which is calculated based on the degree to which sales and profit targets were met for the given fiscal year. Target performance indicators and their amounts are set during business plan creation, and they are revised as necessary to accommodate environmental changes. With regard to non-monetary remuneration, a stock benefit trust system has been introduced which creates a more defined connection between director (excluding external director) remuneration and JAST share value, ensuring directors (excluding external directors) and shareholders both benefit from rising share prices and are exposed to the risk of falling share prices, thereby motivating said directors to pursue medium and long-term improvement in corporate performance and increased corporate value. Each director (excluding external directors) is given a set number of points each fiscal year, based on regulations on the provision of shares to executives, and, upon retirement or resignation, the company gives the director (excluding external directors) a number of shares which corresponds to the total number of points he or she holds, provided he or she has satisfied the requirements stipulated in the regulations on the provision of shares to executives. If the director fulfills the requirements in the regulations, the company will, in lieu of company shares, pay him or her an amount equivalent to the current value of the stock for a fixed percentage of his or her shares.
The relative proportion of each type of remuneration provided to directors (excluding external directors) is reviewed by the Board of Directors in line with a policy which seeks to ensure an appropriate distribution that will motivate directors to focus on company performance, without overly incentivizing short-term performance, and on medium and long-term improvement in corporate value.
In accordance with a resolution of the Board of Directors, specific details about individual remuneration are entrusted to the president and CEO and encompass evaluation of each director’s base remuneration amount and corporate performance-linked variable remuneration amount which is paid as a bonus in connection with the performance of the business domain for which the director is responsible.
With regard to the individual remuneration of directors, the Board of Directors determines that the method of deciding remuneration content, as well as the content which is decided, is in line with the relevant policies. In addition, Audit & Supervisory Board members shall be decided upon through deliberation of the Audit & Supervisory Board.