Board Members

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Reason for Appointment

Directors (excluding directors who are members of the Audit and Supervisory Committee)

Title Name Expected Contributions and Role
President and Representative Director Takanobu Ide In June 2018, he was appointed as a president and representative director of the Company. He has been leading the overall management of the Group by making use of his extensive work experience in the Company and knowledge in overall management.
Director Masazumi Uematsu In June 2014, he was appointed as a director of the Company. He has been responsible for the business administration of the Group by making use of his extensive work experience in the finance and accounting fields and governance in Japan and overseas and knowledge in overall management.
Outside Director Kazuhiko Kushima In June 2022, he was appointed as an outside director of the Company. He is expected to continue to provide advice on the management of the Company and supervise the execution of business from an objective and professional perspective based on a high level of insight cultivated through R&D in the field of information and communications, and extensive experience in corporate management.
Outside Director Sachie Kinugawa In June 2025, She was appointed as an outside director of the Company. She is expected to continue to provide advice on the management of the Company and supervise the execution of business from an objective and professional perspective based on a high level of insight cultivated through considerable knowledge in the financial and human resources fields and extensive experience in corporate management.

Directors who are members of the Audit and Supervisory Committee

Title Name Expected Contributions and Role
Director who is a members of the Audit and Supervisory Committee (Full-time) Ichido Tatsumi Since joining the Company in April 1991, he has served as president and representative director of a Group Company, executive officer of the Company, and general manager of the Systems Business Division and was appointed director of the Company in June 2018. He is expected to contribute to strengthening the corporate governance of the Company by utilizing his extensive business management experience and knowledge in the Group with regard to audits of the legality and appropriateness of business execution.
Outside Director who is a member of the Audit and Supervisory Committee Akira Chiba In June 2019, he was appointed as an Outside Audit & Supervisory Board Member of the Company. As a certified public accountant, he has considerable knowledge of finance and accounting, and he audits the Company’s management from an objective and professional perspective based on a high level of insight cultivated through extensive experience in corporate accounting audits. He is expected to contribute to strengthening the corporate governance of the Company by utilizing his experience and knowledge with regard to audits of the legality and appropriateness of business execution.
Outside Director who is a member of the Audit and Supervisory Committee Takashi Kisaki In June 2019, he was appointed as an Outside Audit & Supervisory Board Member of the Company. As a lawyer, he has considerable knowledge of legal affairs, and he audits the Company’s management from an objective and professional perspective based on a high level of insight cultivated through extensive experience in the civil legal field. He is expected to contribute to strengthening the corporate governance of the Company by utilizing his experience and knowledge with regard to audits of the legality and appropriateness of business execution.

Skills Matrix

Expertise and experience Name
Takanobu Ide Masazumi Uematsu Kazuhiko Kushima Sachie Kinugawa Ichido Tatsumi Akira Chiba Takashi Kisaki
Corporate Management ✓ ✓ ✓ ✓ ✓
Finance and Accounting ✓ ✓ ✓ ✓
Global ✓ ✓ ✓
Legal & Compliance ✓ ✓ ✓
IT/Technology ✓ ✓ ✓
Risk management ✓ ✓ ✓ ✓ ✓
Sales/Marketing ✓ ✓ ✓
ESG/Sustainability/SDGs ✓ ✓
Human Resources/Labor/Human Resource Development ✓ ✓ ✓

Training

Please refer to Article 23 of the Basic Policy for more information on training.

Executive Compensation

Determination Policy

The policy for determining the amount or calculation method of compensation, etc. for the Company’s directors is stipulated in the Executive Compensation Regulations, as decided by the Board of Directors within the total compensation limit approved by the General Meeting of Shareholders.

The resolution on the compensation, etc. of the Company’s directors and Audit & Supervisory Board members was approved at the 74th Ordinary General Meeting of Shareholders held on June 26, 2025. According to the resolution, the total annual compensation for directors (excluding Directors who are members of the Audit and Supervisory Committee )shall not exceed 200 million yen (excluding stock compensation), and the total annual compensation for Directors who are members of the Audit and Supervisory Committee shall not exceed 60 million yen (excluding stock compensation). The applicable number of officers for said compensation is four directors and three Directors who are members of the Audit and Supervisory Committee.

At the 70th Ordinary General Meeting of Shareholders held on June 25, 2021 and the 74th Ordinary General Meeting of Shareholders held on June 26, 2025, a resolution was passed to introduce and continue a performance-linked stock compensation plan (the “Stock Compensation Plan”) for directors, excluding Directors who are members of the Audit and Supervisory Committee. A trust was established for the Stock Compensation Plan on August 24, 2021. The target period includes four fiscal years, from the fiscal year ended March 31, 2022 to the fiscal year ending March 31, 2025, and, in principle, subsequent periods of three fiscal years each. The maximum contribution amount is calculated as 20 million yen multiplied by the number of fiscal years in each target period, and the maximum number of the Company’s shares, etc., to be granted through the trust is set at 47,000 points (one point corresponds to one share) multiplied by the number of fiscal years in each target period. The number of directors covered under this Stock Compensation Plan is two.

The Executive Compensation Regulations stipulate a standard amount for fixed compensation, taking business performance into account, and also set a performance-based standard amount for performance-linked compensation. The compensation for each director（excluding Director who is a members of the Audit and Supervisory Committee)   is determined by the Board of Directors, while the compensation for each Director who is a member of the Audit and Supervisory Committee is determined through discussions among the Audit and Supervisory Committee . In addition, when determining the compensation of directors（excluding Director who is a members of the Audit and Supervisory Committee), the Board of Directors ensures consistency with the Determination Policy, as well as fairness, transparency, and objectivity, by making decisions after deliberations are made at the Nomination and Compensation Committee, which is a voluntary advisory body to the Board of Directors, and recommendations are received from the Committee.

Composition of Compensation

Officer type Total amount of compensation, etc.
(thousand yen)		 Total amount of compensation, etc., by type (thousand yen) Number of Target Officers
(persons)
Fixed compensation Performance-linked compensation
Performance-linked bonus Performance-linked
stock compensation
Directors
(excluding outside directors)		 128,246 80,070 17,200 30,976 4
Audit & Supervisory Board members
(excluding outside Audit & Supervisory Board members)		 20,200 16,800 3,400 - 1
Outside officers 27,550 25,350 2,200 - 5

Notes:

  1. The Company has introduced a performance-linked stock compensation plan (Board Benefit Trust), under which common shares of the Company and monetary compensation will be granted after a certain period. The total amount of performance-linked stock compensation includes provisions recorded for the granted points during the consolidated fiscal year and differ from the actual amount paid.
  2. The total amount of performance-linked bonuses represents the provisions recorded during the consolidated fiscal year and differ from the actual amount paid.
  3. Amounts are presented after rounding down to the nearest thousand yen.

Outside Directors

Independent Directors/ Audit & Supervisory Board Members Notification Form
(Japanese version only)

Independence Criteria for Outside Directors / Audit & Supervisory Commitee Members

The Company appoints outside directors based on the fundamental principle that they must fulfill the following criteria. In addition, they are expected to fulfill the functions and roles of providing objective and appropriate supervision or auditing based on their professional knowledge, ensuring that there is no risk of conflicts of interest with general shareholders.

a. Individuals who have high expertise and extensive experience in one of the following areas: corporate management, financial accounting, law, crisis management, global management, or the business areas of the Company group;

b. Individuals who possess the ability to oversee and understand the entirety of the Company's management, recognize essential issues and risks, as well as effectively interview the management, provide opinions, and persuade the management when necessary; and

c. Individuals who are considered independent from the Group's management, based on the following independence criteria. Independent outside directors and Audit & Supervisory Board members shall be individuals who do not meet the criteria (A) to (F) outlined below.

  1. Individuals that consider the Company or its subsidiaries as major business partners (i.e. business partners that have a transactional relationship that can influence business decisions to the same extent as the Company’s parent, subsidiary, or affiliated companies; hereinafter the same), as well as executive directors, executive officers, or employees (“Executive Personnel”) of such business partners.
  2. Major business partners of the Company or its subsidiaries or the Executive Personnel thereof.
  3. Consultants, accounting professionals, or legal professionals who have received significant amounts of money or other assets from the Company or its subsidiaries (defined as either an annual average of 100 million yen or 30% of their average total annual expenses over the past three years), other than the Executive Compensation Regulations (if such a recipient is an organization, such as a corporation or partnership, this refers to individuals belonging to said organization).
  4. Individuals who have fallen under any of the following (i) through (iv) during the past three years.
    1. Individuals noted in (A), (B), or (C);
    2. Executive Personnel or a director who is not an Executive Personnel of the Company’s parent company;
    3. Directors who are members of the Audit and Supervisory Committee of the Company’s parent company (only in the case of Directors who are members of the Audit and Supervisory Committee); or
    4. Executive Personnel of companies that share the same parent company as the Company.
  5. Close relatives of those listed in (i) through (viii) below (excluding those who are not considered significant).
    1. Individuals noted in (A) to the one preceding (D);
    2. The Company’s accounting advisor (if the accounting advisor is a corporation, including the employee who should perform the duties of the corporation; hereinafter the same) (only in the case of Directors who are members of the Audit and Supervisory Committee);
    3. Executive Personnel of the Company’s subsidiary;
    4. Directors who are not Executive Personnel or financial advisors of the Company’s subsidiary (only in the case of Directors who are members of the Audit and Supervisory Committee);
    5. Executive Personnel or directors who are not Executive Personnel of the Company’s parent company;
    6. Audit & Supervisory Board members of the Company’s parent company (only in the case of Directors who are members of the Audit and Supervisory Committee);
    7. Executive Personnel of companies that share the same parent company as the Company; or
    8. Individuals who fell under the preceding items (ii) through (iv) or who have been Executive Personnel at the Company (including non-executive directors in the case of Directors who are members of the Audit and Supervisory Committee) during the last three years.
  6. Individuals who, for reasons other than those outlined in items (A) through the one preceding (E), may constantly face substantial conflicts of interest with the Company’s general shareholders.