Use technology to create new value and work together with clients to build success.

Basic Approach to Corporate Governance

We view the establishment of corporate governance as vital to improving our corporate value, maximizing shareholder profits, and building positive relationships with stakeholders.
Specifically, we believe that the management (the representative director, directors, and executive officers), as stewards of the company, must:
- Exhibit self-discipline.
- Act judiciously when discharging their duties and responsibilities.
- Direct the company’s affairs in a way that ensures the company’s prosperity.
- Ensure sound financial health and promote reliable financial reporting.
- Uphold personal accountability by disclosing their actions transparently and forthrightly.
- Develop robust and effective internal controls.
In June 2018, we became a “company with an audit & supervisory committee” (kansa-tō i’inkai secchi kaisha). The members of our Audit & Supervisory Committee audit and supervise the performance of directors.

Corporate Governance Structure

As Geniee has adopted the Audit & Supervisory Committee system, we have established a Board of Directors, an Audit & Supervisory Committee, and an accounting auditor to serve as the main entities of our corporate governance structure. We also have established a Management Council and a Compliance Committee to serve as auxiliary bodies. We also have adopted an executive officer system. Executive officers execute business operations based on the guidance and orders of the Representative Director and President in accordance with basic policies outlined by the Board of Directors.

Board of Directors

As of the filing date, the Board of Directors consists of three directors (excluding directors who are audit and supervisory committee members) and three directors who are audit and supervisory committee members, of which four are outside directors. The Board of Directors holds regular board meetings once a month and extraordinary board meetings as necessary to enable efficient and prompt decision-making. The Board of Directors functions as a management decision-making body and supervisory body in accordance with the Articles of Incorporation and laws and regulations.

The Audit and Supervisory Committee consists of three outside directors as of the filing date, all three of whom are independent outside directors. One of the independent outside directors serves as a full-time audit and supervisory committee member. Directors who are audit and supervisory committee members attend board meetings and other important internal meetings and express their opinions on the execution of duties by directors as appropriate. Directors who are audit and supervisory committee members conduct audits based on audit plans and hold audit and supervisory committee meetings once a month, as well as extraordinary audit and supervisory committee meetings as necessary. In addition, they hold regular meetings with the internal audit manager and accounting auditors to share information necessary for auditing.

Nomination and Compensation Committee

The Nomination and Compensation Committee consists of two directors (excluding directors who are audit and supervisory committee members) and three directors who are audit and supervisory committee members, with a majority being independent outside directors. The Nomination and Compensation Committee aims to enhance corporate governance by strengthening the fairness, transparency, and objectivity of procedures related to the nomination and compensation of directors. It deliberates on matters concerning the appointment and dismissal of directors, the selection and dismissal of representative directors, and the compensation of directors, and reports its findings to the Board of Directors.

Management Meeting

The Management Meeting consists of one outside director who is a full-time audit and supervisory committee member, executive officers, department heads of each division, and other persons designated by the representative director and president as necessary, and is held at least twice a month. The Management Meeting serves as a decision-making body under the authority structure and aims to ensure smooth operation of company business. Specifically, it discusses matters to be submitted to the Board of Directors and receives reports on business execution status and business performance from each department for deliberation. In addition, it functions as an organization that ensures thorough instruction and communication of important matters and unifies recognition of management issues.

Compliance Committee

The Compliance Committee consists of executive directors, an outside director who is a full-time audit and supervisory committee member, department heads of each division, and other persons designated by the representative director and president as necessary, and is held in principle once every three months. The Compliance Committee is supervised by the Legal Group of the Corporate Division and aims to ensure compliance by officers and employees, namely, adherence to laws and regulations, the Articles of Incorporation, internal regulations, and social rules. It promotes compliance-related initiatives, conducts internal training, and investigates compliance violations.

Corporate Governance Report

Geniee submits a Corporate Governance Report to the Tokyo Stock Exchange.