Basic Corporate Governance Philosophy

Our basic corporate governance philosophy focuses on earning the trust of shareholders, business partners, employees, service users, and other stakeholders and on stably generating growth in our corporate value. We have achieved prompt and efficient management by ensuring separation between operational execution and managerial decision-making and supervision through the adoption of a Board of Corporate Auditors system and an Executive Officer system. These systems have also facilitated sound and transparent business management. We view these qualities as essential to the sustainability of our business activities and to stable enhancement of our corporate value.
 

Corporate Governance Structure

Below is a graphical representation of our corporate governance structure.

Reasons for Selecting the Current Corporate Governance Structure

Macbee ensures that one of the three members of its Board of Directors is an outside director and that two of the three members of its Board of Corporate Auditors are outside auditors. We also appoint only individuals with adequate expertise (management professionals, attorneys, etc.) to the positions of outside director and outside auditor. We have decided upon this structure to streamline and ensure the efficiency of our management, facilitate compliance with laws and regulations, protect minority shareholders, stimulate the Board of Directors through high-level discussions and proposals, enhance the impact of important internal meetings, and solidify cooperation between our Board of Corporate Auditors, individuals responsible for internal audits, and independent auditors.

Outline of Our Corporate Governance System and Reasons for Its Adoption

Macbee has established its General Meeting of Shareholders, Board of Directors, and Board of Corporate Auditors in accordance with Japan's Companies Act and has adopted an executive officer system to ensure appropriate execution of its business operations and accelerate and improve the efficiency of its decision-making. In addition, we have appointed internal auditors who monitor our operations on a daily basis. We believe that mutual cooperation among these bodies ensures the soundness and efficiency of our management.

In addition to our Board of Directors, Board of Corporate Auditors, and team of independent auditors, we have established the Management Committee. Details regarding these corporate bodies can be found below.

(a) Board of Directors

Our Board of Directors consists of three directors (including one outside director) and holds both regular monthly meetings and, when necessary, extraordinary meetings. As the company's managerial decision-making body, the Board of Directors rules on important matters in accordance with laws and regulations, its own set of regulations, and Macbee's Articles of Incorporation. At the same time, the Board of Directors supervises the execution of duties performed by each director and executive officer. A particular source of the board's supervisory strength is active operational participation from outside directors, who allow for both greater transparency and flexibility in the company's management.

(b) Board of Corporate Auditors

Macbee's Board of Corporate Auditors consists of one full-time and two part-time corporate auditors. It holds both regular monthly meetings and, when necessary, extraordinary meetings. During meetings of the Board of Corporate Auditors, members share information regarding a variety of issues, including audit planning and implementation. In addition to attending pivotal meetings of the Board of Directors and other bodies, our corporate auditors ensure proper monitoring of managerial processes in accordance with auditing plans by inspecting important documents (approval documents, etc.) and questioning officers and employees as appropriate. Furthermore, our corporate auditors work closely with internal audit staff and independent auditors to improve audit effectiveness and efficiency.

(c) Independent Auditors

The company has concluded an auditing agreement with Crowe Toyo & Co., ensuring timely and appropriate audits.

(d) Management Committee

We established our Management Committee as a corporate body committed to making flexible decisions regarding both management and business execution. Meetings of the committee are held twice per month, in principle, and are attended by representative directors, directors (excluding outside directors), executive officers, and other individuals whose attendance has been deemed necessary by representative directors. As its primary duty, the committee deliberates and rules on important issues related to Macbee's management. Full-time corporate auditors also participate in meetings of the Management Committee while simultaneously monitoring its operation.