Fullcast Holdings Co., Ltd.

4848

JP3827800008

Employment Services

Market Closed - Japan Exchange Other stock markets 02:00:00 2024-05-13 am EDT			5-day change	1st Jan Change
1,455 ^JPY	-4.15%		-2.94%	-20.62%

Feb. 27	Fullcast's Attributable Profit Drops 11% in 2023	MT
Feb. 26	Fullcast Holdings Co., Ltd. Announces Dividend for the Fiscal Year Ended December 2023, Payable on March 7, 2024 and Provides Dividend Guidance for the Fiscal Year 2024	CI

Fullcast : Corporate Governance Report

April 30, 2021 at 03:48 am EDT

This document has been translated from the Japanese original for reference purposes only. In the event of any discrepancy between this translated document and the Japanese original, the original shall prevail. The Company assumes no responsibility for this translation or for direct, indirect or any other forms of damages arising from the translation.

Corporate Governance Report

Last Update:

March 29, 2021

Fullcast Holdings Co., Ltd.

President, Representative Director and CEO

Kazuki Sakamaki

TEL:	+81-3-4530-4830
Securities Code:	4848

（https://www.fullcastholdings.co.jp/en/en_ir.html）

The corporate governance of Fullcast Holdings Co., Ltd. is described below.

Basic Views on Corporate Governance, Capital Structure, Corporate Profile and Other Basic Information
1. Basic Views
Our Group considers the basic principles and aims of corporate governance to ensure transparent management for all concerned interested parties including shareholders as well as to improve the efficiency of management in order to realize the "sustained improvement of corporate value."

As of March 29, 2021, Fullcast Holdings Co., Ltd. is a company with a Board of Directors, which is comprised of 7 Directors, including 4 Directors (excluding those who are Audit & Supervisory Committee Members) and 3 Directors who are Audit & Supervisory Committee Members, and also a company with an Audit & Supervisory Committee, which is comprised of 3 Directors who are Audit & Supervisory Committee Members.

To achieve the aforementioned basic principles and goals of corporate governance, we have chosen Outside Directors to serve as 3 of our 7 Directors, and in so doing we aim to strengthen the supervisory function of overall enforcement from an external perspective.

Regarding Directors who are Audit & Supervisory Committee Members, by appointing all 3 as Outside Auditors (one of them being a fulltime Audit & Supervisory Committee Member), we perform effective and appropriate oversight of business execution by Directors, and have put in place a system that ensures objectivity and neutrality.

We believe that these systems allow our corporate governance to function properly.

[Reason for Non-Compliance with the Principles of the Corporate Governance Code]

Supplementary Principle 1-2-2 [Early Sending of Convocation Notices and Publication on Website before Sending]

The Company recognizes that shareholders must be given sufficient time to review the proposals for the General Meeting of Shareholders, but at the present the Company is unable to send the convocation notice at an earlier date. The Company will review a schedule that makes it possible to send out the convocation notice earlier in the future, including completing the settlement of accounts and audits at an earlier point in time.

Starting from the 24th General Meeting of Shareholders (for FY2016 ended December 31, 2016), the Company has

begun disclosing the convocation notice on its website and the website of the Tokyo Stock Exchange 7 days prior to sending it.

Supplementary Principle 1-2-4 [Electronic Voting and English Translation of Convocation Notices]

The Company will continue to examine the introduction of an electronic voting system for voting rights based on the status of exercise of voting rights, the ratio of institutional investors, including foreigners, and the costs.

As part of efforts to provide an appropriate environment for exercising voting rights, the Company has been publishing the narrow definition of convocation notice and reference documents for the General Meeting of Shareholders on the Company's website and Tokyo Stock Exchange's website since the 23rd General Meeting of Shareholders (for FY2015 ended December 31, 2015), and will continue to do so.

Supplementary Principle 4-10-1 [Utilization of Optional Mechanisms]

3 of the 7 members of the Company's Board of Directors are Independent Outside Directors. Proposals submitted to the Board of Directors are deliberated and approved after obtaining appropriate involvement and recommendations from Independent Outside Directors.

The Company has decided to establish a Remuneration Committee comprised of 3 independent outside directors who are Audit & Supervisory Committee members and the Representative Director and CEO to put into place a system that can fully secure the independence and objectivity of the functions of the Board of Directors related to remuneration of senior management and directors.

At the current point in time, the Company has not established any voluntary advisory committees, such as for the appointment of senior management or directors, but it continues to examine further the establishment of such committees.

[Disclosures Based on the Principle of the Corporate Governance Code]

Principle 1-4[Cross-Shareholdings]

The Group acquires and holds cross-shareholdings of publicly listed stocks when it is determined to contribute to the improved medium to long-term corporate value of the Group from the perspective of maintaining and strengthening cooperative business relations and maintaining and strengthening stable, long-term transactional relationships between the Group and its business partners, restricted to alliance relationships, transactional relationships or other business relationships. The Company plans to sell and reduce its holdings of affiliated company stocks and investment securities for which these business synergies are not expected to materialize.

In addition, every year the Company has examined the medium- to long-term economic rationality and future outlook of main cross-shareholdings taking into account risks and returns, and reported the findings to the Board of Directors as necessary. However, beginning from the fiscal year ended December 2018, the Board of Directors has examined whether these holdings are needed or not. For the fiscal year ended December 2020, the Board of Directors scrutinized in detail whether it is appropriate for the Group to retain cross-shareholdings (4 stocks) and examined whether these holdings are needed or not. As a result of this examination, it was determined that continuing to hold these cross-shareholdings is appropriate at the current point in time.

With regard to exercising the voting rights of cross-shareholdings, the Group determines whether it approves or disapproves of a proposal and exercises its voting rights after comprehensively determining, based on individual

scrutiny, whether the proposal contributes to the enhancement of the corporate value of the company and the Group and whether there is a possibility the proposal will damage shareholder value, for each individual proposal, taking into account the purpose of each individual holdings and referencing the criteria for exercising voting rights of the voting advisory company.

Principles 1-7 [Related Party Transactions]

Matters stipulated in laws and regulations, and the scope of major shareholders and subsidiaries considered as stakeholders, the Company's Regulations on the Board of Directors stipulate that competitive transactions with the subsidiary of a Director and transactions involving a conflict of interest between a Director or major shareholder and subsidiary must be approved by the Board of Directors, and the Board of Directors must be reported to with regard to when an approved transaction is executed and on a semiannual basis for transactions with blanket approval are executed. In addition, the results of a survey on the existence of related party transactions is reported to the Board of Directors every year and disclosed appropriately pursuant to laws and regulations.

The development of these procedures and supervision of the Board of Directors ensures system is in place that does not damage the interests of the Company or its shareholders and that prevents such concerns from arising.

Principle 2-6 [Roles of Corporate Pension Funds as Asset Owners]

The Company does not have a corporate pension fund as of the date this report was updated.

Principle 3-1 [Full Disclosure]

1. The Company's future vision (management philosophy, etc.), management strategy and management plan

Our Group considers the "sustained improvement of corporate value" to be one of its most important management issues.

Therefore, our Group will endeavor to maximize corporate value by striking a balance between profitability and growth. At the same time, our management will endeavor maintain a solid financial standing and implement strategies that focus upon capital efficiency. Also, we maintain a goal of realizing a debt-to-equity ratio target of no more than 1.0 time to maintain appropriate debt levels that will enable us to make investments necessary to secure growth, while at the same time maintaining financial soundness. The Fullcast Group also seeks to achieve an ROE of over 20% as a target indicator to reflect "improvement of corporate value." In addition, we maintain a policy of enhancing returns of profits to shareholders with a target of achieving total return ratio of 50%.

Indicators used to realize our vision of "enhancing sustained corporate value": Maintain ROE above 20%

Indicator for shareholder returns:	Total return ratio of 50%
Indicator underpinning our "Basic Policy on Capital":	D/E ratio of less than 1.0x

We seek to achieve the above target indicators to realize our vision of "sustained enhancement of corporate value"

The Fullcast Group achieved its operating profit target of 5.0 billion yen for the final fiscal year of the Medium-Term Management Plan (FY16-FY20), which was formulated as a five-year plan beginning in the fiscal year ended December 2016, two years ahead of schedule in the fiscal year ended December 2018, the third year of the plan. As a result, the Group revised the Medium-Term Management Plan with changes to targets for the fiscal years ended December 2019

and 2020, and continued to work toward achieving these revised targets.

During the current fiscal year, the final year of the revised Medium-Term Management Plan, we experienced a downturn in profits due to the impacts of COVID-19. However, we were able to achieved our initial target of "surpass our previous record high profit in the final year" in the fiscal year ended December 2018, the third year of the plan. And for the fiscal year ended December 2019, we made upward revisions to the initial Medium-Term Management Plan and our results exceeded the revised targets, establishing yet another record high level of profit.

	Initial MTMP	Revised MTMP	Results for FY12/20
	FY16-FY20 targets	FY16-FY20 targets

Operating profit	5.0 billion yen	7.9 billion yen	6.1 billion yen
Ordinary profit	―	8.0 billion yen	6.2 billion yen
Number of operating workers	257,400	320,000	210,943
Gross profit per 1 yen of personnel costs	2.8 yen	2.6 yen	2.5 yen

The Fullcast Group has been moving ahead with preparations for the publication of the Medium-Term Management Plan (FY21-FY25) ending in the fiscal year ending December 2025, following the end of the previous Medium-Term Management Plan (FY16-FY20) in the fiscal year ended December 2020. While our Company plans to grow the mainstay "Short-Term Operational Support Business" without any significant changes to our basic management strategies, COVID-19 infections continue to spread uninterruptedly and it is still extremely difficult to predict when the COVID-19 pandemic will end. Thus, we have decided to postpone the announcement of our new Medium-Term Management Plan, as we deem that it is not appropriate to release medium- to long-term forecasts at the current point in time.

We will focus on quickly restoring our performance in the mainstay "Short-Term Operational Support Business" and continuing our work to establish a new Medium-Term Management Plan to be published in the future at a point in time when the situation surrounding the pandemic becomes clearer. Details pertaining to the Medium-Term Management Plan (FY16-FY20), review of the Medium-Term Management Plan (FY16-FY20), and postponement of the publication of the new Medium-Term Management Plan are disclosed on the Company's website.

Medium-term Management Plan (FY16-FY20) https://www.fullcastholdings.co.jp/dcms_media/other/2015_04_2_e.pdf

Notice Concerning Review of the Medium-Term Management Plan (FY16-FY20)

https://www.fullcastholdings.co.jp/dcms_media/other/timelydisclosure_20190208_3_eng.pdf

Notice of Postponement of Publication of the Medium-Term Management Plan (FY21-FY25) https://www.fullcastholdings.co.jp/dcms_media/other/timelydisclosure_20210212_3_eng.pdf

Consolidated Business Results for the Fiscal Year Ended December 2020 (Jan.-Dec. 2020) (pp. 23-24) https://www.fullcastholdings.co.jp/dcms_media/other/presentation_20204Q_eng.pdf

2. Basic philosophy and policy concerning corporate governance

Our Group considers the basic principles and aims of corporate governance to ensure transparent management for all concerned parties including shareholders as well as to improve the efficiency of management in order to realize the

"sustained improvement of corporate value."

The Company is now working to strengthen corporate governance following the basic policy outlined below.

Secure shareholders' rights and equality
The Company will provide necessary information in a timely and accurate manner and respond appropriately

following laws and regulations in order to effectively secure the rights of shareholders. In addition, in light of the composition of shareholders, the Company will consider improvements in the environment so that foreign shareholders and minority shareholders can exercise their rights appropriately.

(2) Appropriate cooperation with stakeholders other than shareholders

The Company strives to engage in appropriate cooperation with all stakeholders by implementing management that places top priority on compliance, given the awareness that the Company's staffing services have a highly social and public nature.

(3) Ensure appropriate information disclosures and transparency

The Company will disclose not only financial information, but also non-financial information, in an appropriate and proactive manner, with emphasis placed on fairness, equality, and speed. The Company will also ensure the transparency of this information.

Duties of the Board of Directors, etc.
The Company will strive to make the decision making of management more efficient and streamlined by clearly

demarcating the Board of Directors, the Audit & Supervisory Committee, and the roles and duties of the Audit & Supervisory Committee.

(5) Constructive engagement with shareholders

The Company will engage with shareholders with the General Manager of the Finance and IR Department in charge and the President, Representative Director and CEO supervising, in order to contribute the sustained improvement of corporate value. These roles will be supplemented by the dedicated department in charge of investor relations. This structure will ensure constructive engagement takes place with shareholders.

3. Policy and procedures for determining the remuneration of executive management and Directors (excluding those who are Audit & Supervisory Committee Members) by the Board of Directors

The relevant policy and procedures are provided in "II. Business Management Organizations and Other Corporate

Governance Systems regarding Decision-making, Execution of Business, and Oversight in Management > 1. Organizational Composition and Operation > [Director Compensation] > Disclosure of Policy on Determining compensation amounts and calculation method" of this report.

4. Plans and procedures for the election and dismissal of management executives by the Board of Directors and nomination of candidates for Directors (excluding those who are Audit & Supervisory Committee Members)

and Directors who are Audit & Supervisory Committee Members)

The nomination of candidates for Directors (excluding those who are Audit & Supervisory Committee Members) and Directors who are Audit & Supervisory Committee Members and the selection of executive management by the Board of Directors is made involving persons determined to have appropriate knowledge, experience and skills to fulfill their

duties, irrespective of age, gender and nationality, from the perspective of contributing to sustainable growth and the enhancement of medium to long-term corporate value. The Board of Directors, comprised of 3 Independent Outside Directors, deliberates on proposals from the President, Representative Director and CEO and makes decisions only after ensuring objectivity and fairness. The Company has a policy to dismiss the President, Representative Director and CEO, if necessary, based on deliberations by the Board of Directors including 3 independent outside directors, in cases where it is acknowledged the President, Representative Director and CEO did not fully exhibit his/her roles, taking into account an appropriate evaluation of business performance, etc.

5. Explanation of individual Elections, Nominations and Dismissals when Nominating Candidates for Directors (excluding those who are Audit & Supervisory Committee Members) and Directors who are Audit & Supervisory Committee Members and Electing Executive Management by the Board of Directors based on 4. Above

The reasons for nominating, electing or dismissing individual Directors (excluding those who are Audit & Supervisory

Committee Members) and Directors who are Audit & Supervisory Committee Members is as follows.

In addition, this information can be found in the convocation notice for the General Meeting of Shareholders.

Reason for selection of Takehito Hirano

Takehito Hirano has sufficiently fulfilled his role in supervising business execution and the management of Board of Directors Meetings utilizing his wealth of experience as an entrepreneur and business owner as well as his broad scope of knowledge in the staffing services industry. Therefore, the Company has selected him as Director because it believes he will continue to fulfill an appropriate role as Director in supervising management and business execution.

Reason for selection of Kazuki Sakamaki

As a Director in charge of business execution, Kazuki Sakamaki has sufficiently fulfilled his role in supervising business execution and decision making regarding material matters of the Company's management, having provided appropriate explanations for resolutions and reports presented to the Board of Directors. He has also led management as the President, Representative Director and CEO and has contributed to sustained enhancement of corporate value by realizing further business growth, having pushed forward with the Medium-Term Management Plan that commenced in the fiscal year ended December 2016. Based on these qualifications, the Company has selected him as Director because it believes he is an ideal choice and will continue to work to achieve sustained growth of the Company through his leadership of management as President, Representative Director and CEO.

Reason for selection of Takahiro Ishikawa

Takahiro Ishikawa possesses knowledge and experience as a business manager in the specialized short-term operational support service industry within the broader staffing services industry. He has played an important role in the oversight management and business execution by the Board of Directors. Given these qualifications, the Company has selected him as Director because it is believed he is a suitable choice for continuing to carry out the oversight of management and business execution as Director.

Reason for selection of Shiro Kaizuka

Shiro Kaizuka possesses knowledge and experience as a business manager in the specialized short-term operational

support service industry within the broader staffing services industry. He has played an important role in the oversight management and business execution by the Board of Directors. Given these qualifications, the Company has selected him as Director because it is believed he is a suitable choice for continuing to carry out the oversight of management and business execution as Director.

Reason for selection of Kouji Sasaki

Kouji Sasaki possesses a wealth of experience in finance and accounting as a licensed tax accountant, and the Company believes that his knowledge and experience can be utilized to enhance the Company's audit functions and risk management functions. In addition, he provides useful opinions and suggestions based on his past background, from the viewpoints of compliance and management. For this reason, the Company has selected him as Outside Director who is an Audit & Supervisory Committee Member.

Reason for selection of Masataka Uesugi

Masataka Uesugi possesses a wealth of experience as an Attorney-at-Law and experience as an Audit & Supervisory Board Member for other companies, and the Company believes that his knowledge and experience can be utilized to enhance the Company's audit functions and risk management functions. For this reason, the Company has selected him as Outside Director who is an Audit & Supervisory Committee Member.

Reason for selection of Hideyuki Totani

Hiduyuki Totani possesses a wealth of experience as an Accounting Auditor and experience as an Audit & Supervisory Board Member for other companies, and the Company believes that his knowledge and experience can be utilized to enhance the Company's audit functions and risk management functions. For this reason, the Company has selected him as Outside Director who is an Audit & Supervisory Committee Member.

Supplementary Provision 4-1-1 [Summary of Scope of Matters Delegated from the Board of Director to the Management]

The Board of Directors determines matters in accordance with laws and regulations and matters considered to be of importance to the management of the Group defined in the Regulations of the Board of Directors. The Articles of Incorporation stipulate that all or partial decisions of important business matters be delegated to the Board of Directors.

As for decisions on other matters of business execution, the Company Regulations have been created that clearly indicate approval authority in order to speed up decision making and achieve more in-depth deliberation among Directors. Decision making is sped up by transferring authority as appropriate to the President, Representative Director and CEO, who is appointed executive Director by the Board of Directors.

Principle 4-9 [Independence Standards and Qualification for Independent Directors]

The Company has stipulated the following standards for determining the independence of the Company's Outside Directors as part of its efforts to strengthen corporate governance.

[Conditions of Independence for Independent Officers]

The Company's independent officers are Outside Directors as stipulated in the Companies Act and Ordinance for

Enforcement of the Companies Act and they are persons who satisfy the following conditions, in addition to the conditions for independence set forth by financial instrument exchanges in Japan, including the Tokyo Stock Exchange.

1. Persons who do not fall into any of the following categories

A Director who is not an executor of business or executor of business of the Company's parent company;
An executor of business of the Company's sister company;
An organization for whom Company or the Company's subsidiaries (hereinafter, "the Group") is the major customer or a person who executes the business of that major customer;
A major customer of the Group or a person who executes the business of that major customer;
A consultant, accounting expert or legal expert who, in addition to Director's remuneration receives money exceeding a certain amount or other assets from the Group (or an organization that receives the said assets or person who belongs to the said organization);
A person who fell into any of the categories described in (1) to (5) above in the last one year;
A relative of a person (excluding unimportant persons) who falls into any of the following categories (i) to

(iii) within the second degree of the relationship:

1. A person who falls into any of the above categories (1) to (6);
2. An executor of business for a subsidiary of the Company;
3. A person who falls into (ii) or was an executor of business for the Company in the last year.
Individuals who do not have other circumstances that prevents them from fulfilling their duties as independent officer.
Even when 1 or 2 above applies, an individual can still be appointed as independent officer if it is determined they effectively possess independence and the reason is explained and disclosed at the time of their appointment as outside officer.

(Notes)

An "executor of business" means a Director in charge of business execution, an executive officer, or an employee.
A "major customer" means a company whose payments or receivables account for over 2% of annual consolidated sales of the Group within most recent business year.
"In addition to Director's remuneration receives money exceeding a certain amount or other assets from the Group" means a person who received monetary proceeds of 10 million yen or more or interests with the equivalent value from the Group, in addition to Director's remuneration, in the most recent business year.

Supplementary Provision 4-11-1 [View on the Appropriate Balance between knowledge, Experience and Skills of the Board of Directors as a whole]

Directors (excluding those who are Audit & Supervisory Committee Members) and Directors who are Audit & Supervisory Committee Members are selected from persons determined to have appropriate knowledge, experience and skills to fulfill their duties, irrespective of age, gender and nationality, and the Board of Directors features a composition that gives consideration to the overall balance and diversity.

Each Director is determined to be a person with appropriate knowledge, experience and skills for the execution of their duties.

Supplementary Principle 4-11-2 [Concurrent Posts Assumed by Directors (excluding those who are Audit &

Supervisory Committee Members) and Directors who are Audit & Supervisory Committee Members]

The Company discloses the status of concurrent posts assumed by Directors (excluding those who are Audit & Supervisory Committee Members) and Directors who are Audit & Supervisory Committee Members in the convocation notice for General Meeting of Shareholders and securities reports.

The status of concurrent posts assumed by Directors (excluding those who are Audit & Supervisory Committee Members) and Directors who are Audit & Supervisory Committee Members is provided below.

[Status of Other Important Mandates of Directors (excluding those who are Audit & Supervisory Committee Members)]

Takehito Hirano

Representative Director and Chairman of F-PLAIN Corporation

Director of Advancer Global Limited

Kazuki Sakamaki

President and Representative Director of Fullcast Co., Ltd.

Takahiro Ishikawa

Representative Director and Chairman of Beat Co., Ltd.

Director of STARTLINE Co., Ltd.

Representative Director and Chairman of Beattech Co., Ltd.

Shiro Kaizuka

Representative Director of Dimension Pockets Co., Ltd.

Representative Partner of One Suite G.K.

Director of Interbiz Limited

Representative Director of Rearvio Co., Ltd.

Representative Partner of IPM G.K.

[Status of Other Important Mandates of Directors who are Audit & Supervisory Committee Members]

Kouji Sasaki

Sasaki Tax Accounting Office Masataka Uesugi

Sakurada Dori Partners (partner)

Director (Audit & Supervisory Committee Member) of Digital Arts Inc. Outside Audit & Supervisory Board Member of Commerce One Holdings Inc. Outside Audit & Supervisory Board Member of Ceres Inc.

Outside Audit & Supervisory Board Member of Aiming Inc. Hideyuki Totani

Representative Partner at RSM Seiwa Audit Corporation Auditor of F-PLAIN Corporation

Outside Audit & Supervisory Board Member of Ichigo Holdings, Inc. (Reference)

Convocation Notice of the Ordinary General Meeting of Shareholders for the 28th Fiscal Year

https://www.fullcastholdings.co.jp/dcms_media/other/convocationnotice_20210305_eng.pdf Securities Report for the Fiscal Year Ended December 31, 2020 https://www.fullcastholdings.co.jp/dcms_media/other/annualreport_20210329_eng.pdf

Supplementary Provision 4-11-3 [Preconditions for Ensuring the Effectiveness of the Board of Directors]

From the fiscal year ended December 2016, the Company has conducted surveys with regard to the effectiveness of the Company's Board of Directors in order to enhance the effectiveness of the Board of Directors and further enhance corporate value. We conducted a similar survey of all Directors (including those who are Audit & Supervisory Committee Members) in the fiscal year ended December 2020. The results of this survey were analyzed and evaluated.

Within the survey, Directors were asked to self-assess 25 items, including composition of the Board of Directors, management of the Board of Directors, structure underpinning the Board of Directors and a comprehensive evaluation for the fiscal year ended December 2020. The results indicated almost as high scores as the previous survey for each item, and that Directors believe the effectiveness of the Company's Board of Directors continues to be ensured.

At the same time, it has been brought to the attention of the Company that there is ongoing room for improvement so as to further deepen and stimulate discussion at the Board of Directors Meeting. Those are sufficient discussion time for individual proposals at the Board of Directors Meeting and how and when documents are provided to ensure sufficient time for Directors to review proposals in advance, as well as the need to have even deeper discussions at the Board of Directors regarding the Company's medium- to long-term management strategy.

Going forward, based on the results of the evaluation of effectiveness, the Company will aim to heighten the effectiveness of the Board of Directors and realize further enhancements in corporate value by making improvements with regard to the issues brought to light.

Supplementary Principle 4-14-2 [Training Policy for Directors (excluding those who are Audit & Supervisory Committee Members) and Directors who are Audit & Supervisory Committee Members]

Necessary training opportunities are provided, including short courses provided by external institutions, at the time of appointment and continually after appointment, so that Directors (excluding those who are Audit & Supervisory Committee Members) and Directors who are Audit & Supervisory Committee Members can obtain and update the knowledge and information needed for fulfilling their roles and duties appropriately.

When appointing new Outside Directors from different industry that are non-executive Directors, the President, Representative Director and CEO provides opportunities for them to acquire the knowledge and information concerning the market structure and business and service structure as it relates to the Company.

Principle 5-1 [Policy for Constructive Dialogue with Shareholders]

The Group considers shareholders to be an important stakeholder and for this reason it encourages constructive dialogue with shareholders within a reasonable scope, even outside the venue of the General Meeting of Shareholders, from the perspective of realizing sustainable growth and enhancing medium- to long-term corporate value.

Additionally, the Company encourages discussions on important management policies and corporate governance,

among other topics, with major shareholders who have an investment policy that particularly requires them to seek out medium to long-term returns.

The Company's policy on establishing a system and making efforts to promote constructive dialogue with shareholders is outlined below.

General dialogue with shareholders, including meetings with investors, will be supervised by the President, Representative Director and CEO, while the General Manager of the Finance and IR Department will engage in dialogue with shareholders as the person responsible and the dedicated investor relations department will support these efforts.
The Company's investor relations department will take the lead in gathering necessary information from dialogue with shareholders, including meetings with investors, and opinions gained through dialogue with shareholders will be shared at regular meetings held involving the General Managers of Indirect Departments so that operations are conducted while incorporating proactive collaboration with related departments.
In order to enhance means of dialogue outside of individual meetings, the Company will engage in activities to deepen understanding of the Company, by holding business performance briefings will be made to institutional investors semi-annually, making efforts to conduct sincere question and answer sessions at General Meetings of Shareholders, and providing information disclosures through the Company's website. Going forward, the Company will seek to enhance the nature of dialogue based on the opinions and requests of investors.
All matters of dialogue with shareholders, including meetings with investors and dialogue outside of meetings, is reported to the President, Representative Director and CEO. In addition, the opinions of shareholders gained from dialogue are reported to executive management and the Board of Directors as needed based on the level of importance.
The management of insider information is conducted in a thorough manner with an emphasis placed on the equality of information, pursuant to company regulations.

2. Capital Structure

Foreign Shareholding Ratio		From 20% to less than 30%
【Status of Major Shareholders】

Name / Company name	Number of shares held	Percentage (%)
(shares)


Hirano Associates Co., Ltd.		13,826,600	37.67

Hikari Tsushin Co., Ltd.		3,529,500	9.61

The Master Trust Bank of Japan, Ltd. (Trust Account)	1,919,500	5.23

Custody Bank of Japan, Ltd. (Trust Account)	1,522,200	4.15

UH Partners 2, Inc.		1,321,100	3.60

Custody Bank of Japan, Ltd. (Trust Account 9)	502,700	1.37

JP Morgan Chase Bank 385632 (Standing proxy: Mizuho Bank,	493,800	1.35
Ltd., Settlement & Clearing Services Division)

State Street Bank and Trust Company 505019 (Standing proxy:	435,900	1.19
The Hongkong and Shanghai Banking Corporation Limited,

Tokyo branch, Custody Division)

Victory Trivalent International Small-Cap Fund (Standing proxy:	423,200	1.15
Citibank N.A., Tokyo Branch)

BNP Paribas Securities Services	410,000	1.12
Luxembourg/JASDEC/FIM/Luxembourg Funds/UCITS Assets
(Standing proxy: The Hongkong and Shanghai Banking
Corporation Limited, Tokyo branch, Custody Division)


Controlling Shareholders (except for Parent Company)	－
Parent Company	None
Supplementary Explanation

In addition to the above, there are 1,777,898 shares of treasury shares owned by the Company.
Hikari Tsushin, Inc., which was a principal shareholder at the end of the previous fiscal year, is no longer a principal shareholder as of the end of the current fiscal year, and Hikari Tsushin Co., Ltd. and its joint owners have newly become a principal shareholder.
Corporate Attributes

Listed Stock Market and Market Section	Tokyo Stock Exchange First Section
Year-end	December
Type of Business	Services
Number of Employees (consolidated) as of the End of Previous	More than 1,000
Fiscal Year
Sales (consolidated) as of the End of the Previous Fiscal Year	From 10 billion yen to less than 100 billion yen
Number of Consolidated Subsidiaries as of the End of the Previous	From 10 less than 50
Fiscal Year

4. Policy on Measures to Protect Minority Shareholders in Conducting Transactions with Controlling Shareholder

－

5. Other Special Circumstances which may have Material Impact on Corporate Governance

－

Business Management Organizations and Other Corporate Governance Systems regarding Decision-making, Execution of Business, and Oversight in Management

1. Organizational Composition and Operation

Format of Organization	Company with an Audit & Supervisory Committee
[Directors]

Maximum Number of Directors Stipulated in Articles of Incorporation	10
Term of Office Stipulated in Articles of Incorporation		1 year
Chairperson of the Board		President
Number of Directors		7
Appointment of Outside Directors		Appointed
Number of Outside Directors		3
Number of Outside Directors Designated as Independent Directors	3

Outside Directors' Relationship with the Company (1)

Name

Attribute

Relationship with company (*)

Kouji Sasaki

Tax accountant

Masataka Uesugi

Attorney

Hideyuki Totani

Certified Public Accountant

Conditions met regarding the relationship with the Company
The table above is marked with a "○"if the principal△ presently satisfies or has recently satisfied the specified conditions mentioned below, or is marked with a " " if the principal has satisfied the specified conditions mentioned below in the past
The table above is marked with a "●"if the person as a close relative presently satisfies or has recently satisfied this condition, or is marked with a "▲"if they as the close relative satisfy condition in the past
satisfies the condition in the past
1. An executor of business of a listed company or its subsidiary
2. An executor of business or non- executor of business Director of the parent company of a listed company
3. An executor of business of a sister company of a listed company
4. An individual or executor of business that undertakes major transactions with a listed company
5. The main business partner of a listed company or its executor of business
6. A consultant, accounting professional, or legal professional who receives large sums of monetary or other compensation from a listed company in addition to the compensation received as an officer
7. A major shareholder of a listed company (if the major shareholder is a corporation, an executor of business of the corporation)
8. An executor of business (individual only) of a business partner of a listed company (in which d, e, and f above are not applicable)
9. An executor of business (individual only) of a company which has a relationship of mutual appointment of Outside Directors
10. An executor of business (individual only) of an organization receiving donations from a listed company

k. Other

Outside Directors' Relationship with the Company (2)

	Designation		Designation
	as Audit &
		as
Name	Supervisory			Supplementary explanation of the Relationship	Reason for Appointment
	Independent
	Committee
		Director
	Members

Kouji Sasaki	●		●	Apr. 1966	Joined Tokyo Regional Taxation Bureau and worked	Kouji Sasaki possesses a wealth of experience in
					in the general affairs division, before later working	finance and accounting as a licensed tax
					in tax offices	accountant, and the Company believes that his
				Dec. 1984	Passed the tax accountant examination	knowledge and experience can be utilized to
				June 1995	Retired as a special examiner at Nakano tax office	enhance the Company's audit functions and risk
				Sept.1995	Opened Sasaki Tax Accounting Office	management functions. Besides, he makes useful
				Dec. 1999	Outside Audit & Supervisory Board Member of the	opinions and suggestions based on his past
					Company	background, from the viewpoints of compliance
				Sept. 2008	Audit & Supervisory Board Member of Fullcast HR	and management. For this reason, the Company
					Research Institute Co., Ltd. (currently Fullcast Co.,	has selected him as Outside Director who is an
					Ltd.)	Audit & Supervisory Committee Member.
				Mar. 2016	Director (Full-time Audit & Supervisory Committee	(Reason for designated an independent officer)
					Member) of the Company (present post)	He satisfies the requirements of independence
						stipulated by the Tokyo Stock Exchange and he
						also satisfies the "Standards for Independence of
						Outside Officers" stipulated by the Company. He
						was designated as independent officer based on the
						judgment that there is no concern of special
						interests with the Company and conflict of interest
						with general shareholders.

Masataka Uesugi	●		●	Apr. 1995	Registered as an attorney-at-law (Tokyo Bar Association)	Masataka Uesugi possesses a wealth of experience

				Apr. 1999	Founded Uesugi Law Office	as an Attorney-at-Law and experience as an Audit
				June 2003	Partner of Amlec Law and Accounting Firm	& Supervisory Board Member for other companies
				June 2003	Audit & Supervisory Board Member of Digital Arts Inc.	and the Company believes that his knowledge and
				June 2004	Audit & Supervisory Board Member of Nextech Co.,	experience can be utilized to enhance the
					Ltd.	Company's audit functions and risk management
				Dec. 2012	Outside Audit & Supervisory Board Member of	functions. For this reason, the Company has
					F-PLAIN Corporation.	selected him as Outside Director who is an Audit &
				June 2013	Outside Audit & Supervisory Board Member of	Supervisory Committee Member.
					Commerce One Holdings Inc. (present post)	(Reason for designated an independent officer)
				Dec. 2013	Outside Audit & Supervisory Board Member of Ceres	He satisfies the requirements of independence
					Inc. (present post)	stipulated by the Tokyo Stock Exchange and he
				Nov. 2014	Outside Audit & Supervisory Board Member of Aiming	also satisfies the "Standards for Independence of
					Inc. (present post)	Outside Officers" stipulated by the Company. He
				Mar. 2015	Founded Sakurada Dori Partners (Partner; present post)	was designated as independent officer based on the

			Mar. 2016	Director (Audit & Supervisory Committee Members) of	judgment that there is no concern of special
				the Company (present post)	interests with the Company and conflict of interest
			June 2016	Director (Audit & Supervisory Committee Member) of	with general shareholders.
				Digital Arts Inc. (present post)

Hideyuki Totani	●	●	Oct. 2003	Joined Ernst & Young ShinNihon LLC	Hiduyuki Totani possesses a wealth of experience

			June 2007	Registered as Certified Public Accountant	as an Accounting Auditor and experience as an
			July 2007	Partner at Seiwa Audit Corporation (currently RSM	Audit & Supervisory Board Member for other
				Seiwa Audit Corporation.)	companies and the Company believes that his
			June 2013	Outside Audit & Supervisory Board Member of	knowledge and experience can be utilized to
				F-PLAIN Corporation	enhance the Company's audit functions and risk
			July 2014	Outside Audit & Supervisory Board Member of Ichigo	management functions. For this reason, the
				Holdings, Inc. (present post)	Company has selected him as Outside Director
			Dec. 2015	Auditor of F-PLAIN Corporation (present post).	who is an Audit & Supervisory Committee
			Mar.2016	Director (Audit & Supervisory Committee Member) of	Member.
				the Company (present post)	(Reason for designated an independent officer)
			July. 2016	Representative Partner at Seiwa Audit Corporation	He satisfies the requirements of independence
				(currently RSM Seiwa Audit Corporation.) (present post)	stipulated by the Tokyo Stock Exchange and he
					also satisfies the "Standards for Independence of
					Outside Officers" stipulated by the Company. He
					was designated as independent officer based on the
					judgment that there is no concern of special
					interests with the Company and conflict of interest
					with general shareholders.

【Audit & Supervisory Committee】

Composition and Attribution of Chairperson

	All Committee	Full-time	Inside Directors	Outside	Chairperson
	members	members	Directors

Audit & Supervisory	3	1	0	3	Outside Director
Committee



Presence of Directors or employees that should support the duties of the Audit & Supervisory Committee	None
Reason for adopting the current system

The Company has determined the system as for supporting the activities of Audit & Supervisory Committee Members for conducting audits appropriately is in place and a sufficient support system is also in place, based on the establishment of support personnel in case Audit & Supervisory Committee Members deem it necessary, the personnel evaluations of support personnel will be conducted by the Audit & Supervisory Committee, and the Company will bear the costs required for audits, etc.

Cooperation between the Audit & Supervisory Committee, the Accounting Auditor and the Internal Audit Department

In the Board of Directors Meetings, Outside Directors who are Audit & Supervisory Committee Members provide

necessary comments for resolutions and discussions as required, and state opinions on resolutions and discussions as the need arises, from the perspective of decision-making processes used in execution of duties by Directors (excluding Audit & Supervisory Committee Members) and in corporate resolutions are appropriate.

Audit & Supervisory Committee Members and the Internal Audit Department work towards mutual cooperation through formulation of audit plans and reporting on outcomes of internal audits. As the Audit & Supervisory Committee meetings audit plans and detailed explanations on audit plans are carried out in a timely manner by PricewaterhouseCoopers Aarata LLC., the Company's Accounting Auditor.

The internal control department (the Personnel and Legal Department) summarizes findings from effectiveness assessments on the state of operation and maintenance of internal controls. The President, Representative Director and CEO then report the summarized findings to the Board of Directors Meetings, the Audit & Supervisory Committee and Accounting Auditor as required in a timely manner. Even in cases where dishonest actions have been committed by people with roles that are crucial for internal control as part of financial reporting, or where major changes have been made in internal control, they still report to the Board of Directors Meeting, the Audit & Supervisory Committee and Accounting Auditors as required in a timely manner.

[Voluntary Establishment of Committees]

Voluntary Establishment of Committees Corresponding to Nomination Committee or Remuneration Committee Yes

Details of Establishment, Members, and Attribute of Chairperson

Committees Corresponding to Nomination Committee

Committee name				-
All	Full-time		Inside	Outside	In-house
committee			Others	Chairperson
members		Directors	Directors	expert
members

―	―		―	―	―	―	-
Committees Corresponding to Remuneration Committee

Committee name			Remuneration Committee
All	Full-time		Inside	Outside	In-house
committee			Others	Chairperson
members		Directors	Directors	expert
members

4	2		1	3	0	0	Outside
							Director

Supplementary explanation

A summary of the procedures used by the Remuneration Committee is provided in "II. Business Management

Organizations and Other Corporate Governance Systems regarding Decision-making, Execution of Business, and Oversight in Management > 1. Organizational Composition and Operation > [Director Compensation] > Disclosure of policy on determining compensation amounts and calculation method > 5. Matters on the determination of details of remuneration for individual directors" of this report.

[Independent Directors]

Number of Independent Directors 3

Matters relating to Independent Directors

－

[Incentives]

Incentives Policies for Directors	Performance-linked compensation and stock option

Supplementary explanation of this item

The Company discussed and approved the following matter at the 24th General Meeting of Shareholders held on March 24, 2017. The Company will make revision to its executive compensation system as part of its management reforms and will further solidify links between the Company's business performance and stock price. Toward this end, the Company has decided to issue share acquisition rights as stock options to the Company's Directors (excluding those who are Audit & Supervisory Committee Members. The same shall apply hereinafter) in order to improve business performance continually over the medium to long term and further enhance morale and the motivation to increase corporate value by having Directors share with shareholders not only the benefits of an increase in stock price, but also the risk of a decrease in stock price.

It has been decreased with regard to the amount of compensation paid to Directors, the approval has been received at the 23rd General Meeting of Shareholders held on March 25, 2016 that the annual remuneration amount will be less than 200 million yen (not including the employee salary of Directors who serve concurrently as employees). Also approved the issuance of share acquisition rights as stock options to the Company's Directors within a scope that falls under the total annual compensation amount already approved.

Stock compensation-type stock options adopt consolidated operating profit, a primary financial target of the Medium-Term Management Plan, as the indicator related to performance-linked remuneration. Share acquisition rights can be exercised within the limit exercisable units, from among the allocated share acquisition rights, determined based on the level of achievement of the consolidated operating profit target for the fiscal year ended December 2020, which is the final fiscal year of the Medium-Term Management Plan. The results compared to the consolidated operating profit target for the fiscal year ended December 2020, the final year of the Medium-Term Management Plan, are as follows.

	Target for the final year of	Results for FY12/20
	MTMP (FY16-FY20)
Consolidated operating profit	5.0 billion yen	6.1 billion yen

For additional details, please refer to the Company's "Securities Report for the fiscal year ended December 2020, Section 4 Status of Filing Company, 1. Status of Stock, (2) New Stock Acquisition Rights, 1) Details of Stock Option

System (p. 33-38)."

(Reference)

Securities Report for the fiscal year ended December 2020 https://www.fullcastholdings.co.jp/dcms_media/other/annualreport_20210329_eng.pdf

Recipients of stock options	Inside Directors

Supplementary Explanation of this Item

The Company has introduced a stock option system for Directors (excluding those that are Audit & Supervisory Committee Members).

[Director Compensation]

Disclosure of Individual	No individual disclosure

Supplementary Explanation of this Item

With regards to Director compensation, the Company discloses the number of persons receiving compensation and the total amount of compensation in our securities report and business report.

The amount of compensation paid to Directors in the fiscal year ended December 2020

Directors (excluding Audit & Supervisory Committee Members and Outside Directors):	4 persons/126 million yen
Directors (Audit & Supervisory Committee Members but excluding Outside Directors):	- persons/- yen
Outside Officers:	3 persons/14 million yen

(Notes)

The limit on remuneration determined at the General Meeting of Shareholders held on March 25, 2016 is less than 200 million yen annually for Directors (excluding those who are Audit & Supervisory Committee Members).
In addition, discussions were held and approval granted regarding the issuance of stock acquisition rights as part of stock options to be granted to the Company's Directors (excluding those who are Audit & Supervisory Committee Members) within the scope of their remuneration at the General Meeting of Shareholders held on March 24, 2017.
The limit on remuneration determined at the General Meeting of Shareholders held on March 25, 2016 is less than

50 million yen annually for Directors who are Audit & Supervisory Committee Members.

Policy on Determining Compensation Amounts and Calculation Method Yes Disclosure of Policy for Determination of compensation amounts and calculation method

It is stated in the Articles of Incorporation that officers' remunerations are stipulated based upon decisions made at the Annual General Meeting of Shareholders.

The Company decides on the amount of remuneration for executive officers once each year.

The body with authority for determining policy on decisions on the amount of the remuneration of the Company's officers and the calculation method is the Board of Directors. The remuneration of directors (excluding those who are Audit & Supervisory Committee Members) is determined individually based on deliberations by the Board of Directors, including 3 independent outside directors who are Audit & Supervisory Committee Members, in order to secure transparency. During the

relevant fiscal year, deliberation and resolution were made by the Board of Directors as follows.

March 27, 2020: Deliberation and resolution on remuneration of directors (excluding those who are Audit & Supervisory Committee Members)
The remuneration of Directors who are Audit & Supervisory Committee Members is determined individually based on deliberations by the Audit & Supervisory Committee.
Furthermore, a resolution was passed at the meeting of the Board of Directors held on February 26, 2021 on "Policy for determining the details of remuneration of individual directors" as follows:
1. Fundamental policy

The fundamental policy for the determination of remuneration of the Company's individual directors shall be to set this remuneration at an appropriate level based on the importance of each of their duties and their achievements using a remuneration system linked to the Company's business performance and return to shareholders so that remuneration works sufficiently as an incentive for the sustainable enhancement of corporate value. Specifically, the remuneration of the Representative Director and CEO who serves as an executive officer and the director responsible for audit functions (excluding those who are Audit & Supervisory Committee Members) shall be comprised of base remuneration (monetary remuneration ) as the fixed remuneration and performance-linked remuneration (monetary remuneration) and stock-based compensation (non-monetary remuneration). The remuneration of outside directors who are Audit & Supervisory Committee members shall comprise only base remuneration as fixed remuneration in view of their duties.

Policy regarding the amount of remuneration for each individual in terms of base remuneration (monetary remuneration) (including the policy on determining the timing or conditions for the granting of remuneration)
The base remuneration of the Company's directors shall be comprised of monthly fixed remuneration, which shall be determined holistically while considering the level of other companies, the Company's performance, and level of employee pay based on the director's position, duties, and number of years in office.
Policy regarding the details and amount or calculation method of performance-linked remuneration and non-monetary remuneration (including the policy on determining the timing or conditions for the granting of remuneration)
Performance-linked remuneration shall be comprised of cash remuneration reflecting key performance indicators (KPI) to elevate awareness about improving performance each business year. The amount calculated is based on the level of achievement of targets for consolidated operating profit for each respective business year and shall be paid monthly in conjunction with monthly fixed remuneration. The target KPIs and their values, in principle, shall be set when the Medium-Term Management Plan is formulated to ensure consistency with this plan or medium-term consolidated operating profit targets set by the Company and be reviewed as necessary based on changes in the operating environment.
Non-monetary remuneration shall be comprised of stock compensation-type stock options and adopt consolidated operating profit, a primary financial target of the Medium-Term Management Plan or medium-term consolidated operating profit targets set by the Company, as the indicator related to performance-linked remuneration. Of those share acquisition rights allocated, only a limited number of share acquisition rights can be exercised depending on the level of achievement of the consolidated operating profit target for the final year of the Medium-Term Management Plan or of

medium-term consolidated operating profit target.

Policy regarding determination of the proportion of monetary remuneration, performance-linked remuneration or non-monetary remuneration for each Director
The ratio of each type of remuneration for Executive Director and Director (excluding those who are Audit & Supervisory Committee Members) shall be determined considering remuneration levels of other companies engaged in related business types or formats or whose business size is similar to the Company. Furthermore, the benchmark ratio of each type of remuneration shall be 8:1:1 representing base remuneration : performance-linked remuneration : non-monetary remuneration (in case the level of KPI achievement is 100%).
Note: Performance-linked remuneration shall be cash remuneration and non-monetary remuneration shall be stock-compensation type stock options.
Matters regarding the determination of details of remuneration for individual Directors

The remuneration of the Representative Director and CEO who serves as an executive officer and the director (excluding those who are Audit & Supervisory Committee Members) will be proposed by the Representative Director and CEO who serves as an executive officer that will include the total amount of remuneration following the aforementioned fundamental policy on determining remuneration and individual policies. Next, the Board of Directors passes a resolution on the total amount of remuneration (each amount of base remuneration, performance-linked remuneration and stock-type remuneration, if applicable), timing, conditions and other important matters, if any. The specific details of each individual director are entrusted to the discretion of the Representative Director and CEO who serves as an executive officer. The details of this authority shall comprise the amount of base remuneration of each director and performance-linked remuneration of each director.

However, the Company will establish a Remuneration Committee comprised of 3 independent outside directors who are Audit & Supervisory Committee members and the Representative Director and CEO who serves as an executive officer to prevent arbitrary decisions on remuneration by the Representative Director and CEO who serves as an executive officer and ensure that authority is exercised appropriately. The Remuneration Committee deliberates on whether the individual remuneration proposals established by the Representative Director and CEO who serves as an executive officer are appropriate or not in accordance with the above mentioned policies for determination of remuneration. After this, revisions are made if necessary and the Remuneration Committee establishes a remuneration proposal within the scope of the total amount approved by the Board of Directors. The Remuneration Committee submits its proposal to the Representative Director and CEO who serves as an executive officer, and the Representative Director and CEO who serves as an executive officer determines the remuneration amount for individual directors while respecting the details of this proposal.

[Support System for Outside Directors (Outside Corporate Auditors)]

[Status of those who are former Representative Director and President, etc.]

Name of Advisor/Senior Advisor, etc. who is former Representative Director and President, etc.

			Contract/working pattern	Retirement	Period of
Name	Post	Job description	(permanent/temporal,
date		office
			remuneration, etc.)


-	-	-	-	-	-


Total number of Advisors/Senior Advisors, etc. who are former Representative		0
Director and President, etc.

Others

It is stipulated in the Articles of Incorporation that Advisor or Senior Advisor of the Company can be appointed based on decisions made at the Board of Directors meeting. However, this system is not employed currently.

2. Matter on Functions of Business Execution, Auditing, Oversight, Nomination and Compensation Decisions (overview of current Corporate Governance System)

1. Board of Directors

It is our policy for the composition of the Board of Directors to include multiple Outside Directors (2 or more) and to report all Outside Directors as Independent Directors as stipulated by the Tokyo Stock Exchange.

As of March 29, 2021, the Board was comprised of 4 Directors (excluding those who are Audit & Supervisory Committee Members) and 3 Directors who are Audit & Supervisory Committee Members (3 of whom are Outside Directors) for a total of 7 members (7 males and no female). The Board of Directors ensures transparent management and makes decisions on matters of importance for management, such as supervision of execution of overall management of Our Group, decisions on Group optimization strategies that are vital to Group management, and responses to common challenges facing our Group.

The Board of Directors comprises 7 members: Representative Director and CEO Kazuki Sakamaki , Chairperson of the Board of Directors Takehito Hirano, Director Takahiro Ishikawa, Director Shiro Kaizuka, Audit & Supervisory Committee Member Kouji Sasaki, Audit & Supervisory Committee Member Masataka Uesugi, and Audit & Supervisory Committee Member Hideyuki Totani. The Board of Directors Meeting is basically presided by Kazuki Sakamaki.

The Board of Directors Meeting was held 12 times during the fiscal year ended December 2020 and all Directors attended all of the meetings of the Board of Directors meetings. The main matters considered included the Medium-Term Management Plan (including a review of the plan and updates), shareholder returns and the capital policy, M&A and business alliances, internal control and compliance, officer remuneration, corporate governance (including an examination of the appropriateness of retaining cross-shareholdings and an evaluation of the effectiveness of the Board of Directors), and related party transactions.

2. Audit & Supervisory Committee

The Audit & Supervisory Committee consists of 3 Outside Directors who are independent and Audit & Supervisory Committee Members (3 males and no female) and discusses, deliberates and makes decisions on important matters

concerning audits. The Audit & Supervisory Committee also works to establish ties in which it can receive timely reports from Accounting Auditors.

The Audit & Supervisory Committee comprises 3 members: Audit & Supervisory Committee Member Kouji Sasaki who serves as the Chairperson, Audit & Supervisory Committee Member Masataka Uesugi, and Audit & Supervisory Committee Member Hideyuki Totani. The Audit & Supervisory Committee Meeting is basically presided by Kouji Sasaki.

3. General Manager of the Personnel and Legal Department

The General Manager of the Personnel and Legal Department works to promote a climate of compliance awareness, which is a prerequisite for company management, throughout the entire group of companies, and promote compliance with social and in-house rules. In addition, evaluation for improvement, maintenance and validity of the internal control system and guidelines related to financial reporting, and internal auditing work including information security system organization are used to improve the corporate value of our Group.

4. Accounting Auditors

As an auditing company in charge of accounting audits, we have entered into contracts with PricewaterhouseCoopers Aarata LLC. for audits based upon the Financial Instruments and Exchange Act and the Companies Act. In addition to regular audits, we also receive confirmation on issues regarding accounting and internal control as required, and endeavor to ensure that our accounting practices and internal control systems are adequate.

5. Policy and procedure for nomination of candidates for Directors and deciding on remuneration for upper management and Directors

The policy or procedures used for determining the nomination of directors is provided in "I. Basic Views on Corporate

Governance, Capital Structure, Corporate Profile and Other Basic Information > 1. Basic Views > [Disclosures Based on the Principle of the Corporate Governance Code] > Supplementary Principle 3-1 [Full Disclosure] 4." of this report.

The policy or procedures used for determining the remuneration of senior management and directors is provided in "II. Business Management Organizations and Other Corporate Governance Systems regarding Decision-making, Execution of Business, and Oversight in Management > 1. Organizational Composition and Operation > [Director Compensation] > Disclosure of policy on determining compensation amounts and calculation method" of this report.

6. Status of audits

For additional details, refer to the Company's Securities Report for the fiscal year ended December 31, 2020, "Part 4: Status of Submitting Companies, 4. Corporate Governance, (3) Status of audits 1), 2), 3) (p. 55)."

(Reference)

Securities Report for the fiscal year ended December 31, 2020 https://www.fullcastholdings.co.jp/dcms_media/other/annualreport_20210329_eng.pdf

3. Reasons for Adoption of Current Corporate Governance System

We believe that these systems allow our corporate governance to function properly.

III. Implementation of Measures for Shareholders and Other Stakeholders

1. Measures to Vitalize the General Meeting of Shareholders and Smooth Exercise of Voting Right

Supplementary explanation

Scheduling AGMs Avoiding the Peak Day	The Company holds the General Meeting of Shareholders at the end of
	March every year

Providing Convocation Notice in English	Providing from the 23rd General Meeting of Shareholders (for FY2015
	ended December 31, 2015) and also in the 28th General Meeting of

	Shareholders (for FY2020 ended December 31, 2020)

2. IR Activities

		Whether there
		has been
	Supplementary explanation	explanation
	offered by the

		representative
		him/herself
Creating and posting of the disclosure	The disclosure policy is disclosed in Japanese and English
	URL
policy
	https://www.fullcastholdings.co.jp/en/disclosure_policy.html
Regular briefing sessions for analysts	Briefing sessions (which explanations by the	Yes
	Representative) are held for analysts and institutional
and institutional investors
	investors regularly: twice per year (end of first half and end
	of year)
Posting of IR materials on website	The company profile, interview with the CEO, business
	report, and disclosure matters are disclosed in Japanese and

	English
	URL https://www.fullcastholdings.co.jp/en.html
Establishment of department and	Yasutomi Tomotake
Manager in charge of IR	General Manager of Finance and IR Department

3. Measures to Ensure Due Respect for Stakeholder

	Supplementary explanation
Stipulation of Internal Rules for Respecting	The disclosure policy is published on the Company's IR website
the Position of Stakeholder	URL https://www.fullcastholdings.co.jp/en/disclosure_policy.html

IV. Matters Related to Internal Control Systems

1. Basic View on Internal Control Systems and the Progress of System Development

1. Basic view on internal control systems and the progress of system development

The following measures shall be taken in order to ensure a system of preventive measures regarding risk, compliance with laws and ordinances, and risk management (hereinafter, Risk Management System) at the Board of Directors Meeting.
1. For matters that can affect our entire company - such as important non-customary transactions, important accounting estimates, transactions with companies and Directors, and important transactions with subsidiaries - decisions must be made by the Board of Directors.
2. The Chief Executive Officer (hereinafter, CEO) regularly reports to the Board of Directors about efforts being made for the Risk Management System and business process improvement. When serious problems arise, they are reported immediately to the Board of Directors Meeting.
The following measures will be taken to ensure the Risk Management System is maintained in the performance of duties by Directors (excluding those who are Audit & Supervisory Committee Members) and employees (the same "Risk Management System" detailed in "1)")
1. The CEO shall be placed as chief of risk management and the General Manager of the Personnel and Legal Department as the chief of risk management practices. Risk managers in charge of each Group company shall be placed within the Company, while the General Manager of the Personnel and Legal Department, under the direction of the CEO, will supervise practices of "b" through "g".
2. Put in place administrative authority regulations, and work to establish internal control systems that will prevent authority from being centralized in specific people.
3. Establish a Risk Management System based on these regulations in accordance with basic risk management regulations.
4. Create standards for important information that must be reported immediately to the Board of Directors and disclosure standards, to carry out timely disclosure of issues of noncompliance, risks and other important information.
5. Provide specific training for Directors (excluding those who are Audit & Supervisory Committee Members), managerial employees and regular employees. In cases where relevant laws have been enacted or revised, or where major scandals or accidents have arisen in the Group or other companies, we quickly provide any necessary guidance.
6. With the rigorous Risk Management System in business management and internal auditing being conducted, through the risk managers placed within the Company who are in charge of each Group company, every effort shall be made to ensure thorough Risk Management System at each Group company.
7. In transactions throughout all of our businesses, processes established by financial statements, and business accounting systems we check all events for the possibility of misstatements or mistakes, and streamline systems to ensure that no fraudulent actions are taken during the course of our business processes. Also, when and where necessary, we set up lateral organizations for the specific purpose of streamlining various processes.
The following measures shall be taken to put in place systems for storing and managing information.

1. The General Manager of the Personnel and Legal Department will instruct Directors (excluding those who are Audit & Supervisory Committee Members) and employees to appropriately store and manage documents based on document management rules.
2. The General Manager of the Personnel and Legal Department shall store and manage materials relating to the following documents (including electromagnetic records) for at least ten years:
  ・Minutes from Annual General Meeting of Shareholders ・Minutes from Board of Directors Meeting
  ・Financial documents
  ・Other documents determined by the Board of Directors Meeting
3. Directors (excluding those who are Audit & Supervisory Committee Members) and Audit & Supervisory Committee Members can always review documents in "b" above.
The following measures shall be taken to ensure the efficient execution of duties of Directors of Fullcast Holdings Co., Ltd. and the Fullcast Group.
1. At the beginning of initial Board of Directors Meeting in each term, Directors shall develop a business plan toward achieving the common goals of all employees. Directors shall regularly review the results with the Board of Directors.
2. As a foundation for systems to ensure that work is being executed efficiently by Directors, the Board of Directors Meeting shall in principle be held at regular one-month intervals, and extraordinary sessions shall also be held whenever necessary.
3. Regarding execution of work based upon decisions made at the Board of Directors Meeting, organizational rules, division of duties regulations, and administrative authority regulations, their responsibilities and execution procedures shall be decided.
The following measures shall be taken in order to develop a system for ensuring proper operations in the business group.
1. The Company shall draw up a Fullcast Group Employee Code of Conduct for all Group companies, and work to gain compliance by all employees. As well as making ensuring compliance by the whole company, the Board of Directors at Group companies will also lead by example by acting based on this code of conduct.
2. Where they have been discovered serious legal violations by Group companies or other important facts concerning risk have been discovered, Directors and employees at Group companies must report to the General Manager of the Personnel and Legal Department, who shall in turn report them to the CEO. Under the direction of the CEO, the General Manager of the Personnel and Legal Department will conduct and supervise an audit of the reported facts, and where deemed necessary, will decide upon appropriate countermeasures. Also, where necessary, the CEO shall report matters to the Board of Directors, and the General Manager of the Personnel and Legal Department shall report it to the Audit & Supervisory Committee.
3. The General Manager of the Personnel and Legal Department will instruct the Group companies to put in place appropriate internal control systems.
The following measures shall be taken to develop a system for ensuring the effectiveness of audits carried out by

Audit & Supervisory Committee.

When a request is made by an Audit & Supervisory Committee Member for an employee to be allocated to assist in their work, the Company's employees shall be assigned to provide them with assistance. Audit & Supervisory Committee Member's assistants shall not be subject to the direction of Directors (excluding those who are Audit & Supervisory Committee Members), and Audit & Supervisory Committee Members shall conduct their performance reviews. Consent must be gained from the Audit & Supervisory Committee to transfer or reprimand those employees assisting them.
Audit & Supervisory Committee Member's assistants shall not jointly take on posts that involve execution of work.
When Directors (excluding those who are Audit & Supervisory Committee Members) or employees of Fullcast Holdings Co., Ltd. or the Fullcast Group have discovered facts about legal violations or matters that may cause significant damage to the Company, they must promptly report these facts to an Audit & Supervisory Committee Member. Directors (excluding those who are Audit & Supervisory Committee Members) or employees of Fullcast Holdings Co., Ltd. or the Fullcast Group who report these matters shall be kept anonymous and persons who report these matters will not treated unfairly because they reported these matters.
A whistleblower hotline will be set up outside the Company. Persons who use the whistleblower system will be kept anonymous and these individuals will not be treated unfairly because they used the whistleblower system. In addition, a system will be put in place to report information submitted to the whistleblower hotline outside the Company to the General Manager of the Personnel and Legal Department and Full-time Audit & Supervisory Committee Member.
Directors (excluding those who are Audit & Supervisory Committee Members) or employees of Fullcast Holdings Co., Ltd. or the Fullcast Group must report immediately to an Audit & Supervisory Committee Member if requested by an Audit & Supervisory Committee Member to report matters concerning the execution of business.
Audit & Supervisory Committee Members can attend the Board of Directors Meetings of subsidiaries and other meetings deemed necessary for audit purposes by Audit & Supervisory Committee Member. In addition, Audit & Supervisory Committee Members can browse documents they determine as necessary for audit purposes.
Audit & Supervisory Committee Members shall work closely with the Accounting Auditor and Internal Audit Departments and can receive advice from outside experts such as an attorney, when necessary.
When an Audit & Supervisory Committee Member requests the prepayment of expenses necessary to carry out their duties, the Company shall pay such costs or obligations immediately, excluding instances where deliberations with the department in charge determine that the costs or obligations related to the request are not necessary for the execution of the Auditor & Supervisory Committee Member's duties.

2. Basic View on Eliminating Anti-Social Forces

The following measures shall be taken to develop a basic concept toward eliminating anti-social forces and to ensure its effectiveness.

The Company and Group companies shall act in accordance with the Fullcast Group Employee Code of Conduct, sever relations with anti-social forces, and not conduct any transactions with such forces.
Information on anti-social forces shall be collected in-house, managed as well as used with information from

external specialized agencies, which is in turn are used to determine whether or not the counterpart is anti-social.

Unreasonable requests from anti-social forces shall be firmly rejected. Furthermore, the unreasonable demands shall be handled with a firm stance as an organization.
Links with external specialized agencies shall be built in order to provide access to cooperation and appropriate advice on elimination of anti-social forces.

V. Other

1. Adoption of Anti-Takeover Measures

Adoption of anti-takeover measures	None

Supplementary explanation of this item

At present, our Company has not stipulated any measures that would have the effect of blocking a takeover. When adopting such measures, the Company will ensure proper procedures are carried out after carefully considering the need and rationale for such measures, which will be implemented only after providing sufficient explanation to shareholders.

2. Other Matters Concerning to the Corporate Governance System

The status of women in the workplace at the Company and the Group are as follows.

There are 33 female managers (11.8%) compared to a total of 279 managers overall. (As of December 31, 2020)

Summary of timely disclosure system 1. Basic Stance on Timely Disclosure

The Group has a disclosure policy, based on which it discloses information to shareholders and investors with an emphasis placed on fairness, equitability and timeliness.

The method of public disclosure includes posting to TDnet and releasing documents or holding press conferences as necessary. Furthermore, all information posted to TDnet is also published on the Company's website.

2. Internal System for Timely Disclosure

The status of the Company's internal system for timely disclosure of company information is as follows.

(1) Disclosure of decisions made

The Company discloses decisions made by the Board of Directors following the rules of the securities exchange.

(2) Disclosure of occurrence of material facts

In case a material fact occurs, the officer or employee that identified the material fact are required to report it to the person in charge of internal information management. In addition, the person in charge of internal information management is required to report the material fact to the President, Representative Director and CEO. On top of this, the material fact is reported to the Board of Directors and disclosed following the rules of the securities exchange. In addition, if any other fact requiring immediate disclosure were to occur, the President, Representative Director and CEO will promptly decide on the disclosure.

(3) Disclosure of information concerning financial results

The Company will disclose information concerning financial results after mainly the Accounting Department prepares financial results data and it is approved by the Board of Directors.

(4) Information on Subsidiaries

In case a material fact occurs at a subsidiary, the officer or employee of the subsidiary that identified the material fact are required to report it to the person in charge of internal information management.

(5) Management of internal information

The management of internal information by officers and employees of the Company and its subsidiaries is set forth in the "Internal Information Management Regulations" and the Company seeks thorough implementation following these regulations.

Attachments

Original document
Permalink

Disclaimer

Fullcast Holdings Co. Ltd. published this content on 30 April 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 30 April 2021 07:47:03 UTC.

Latest news about Fullcast Holdings Co., Ltd.

Fullcast's Attributable Profit Drops 11% in 2023	Feb. 26	MT
Fullcast Holdings Co., Ltd. Announces Dividend for the Fiscal Year Ended December 2023, Payable on March 7, 2024 and Provides Dividend Guidance for the Fiscal Year 2024	Feb. 25	CI
Fullcast Holdings Co., Ltd. Provides Dividend Guidance for the First Half of Fiscal Year 2024	Feb. 25	CI
Fullcast Holdings Co., Ltd. Provides Consolidated Earnings Guidance for the Fiscal First Half Ending June 30, 2024 and the Fiscal Year Ending December 31, 2024	Feb. 08	CI
Fullcast Holdings Co., Ltd. Provides Dividend Guidance for the First Half Ending June 30, 2024	Feb. 08	CI
Tranche Update on Fullcast Holdings Co., Ltd.'s Equity Buyback Plan announced on November 10, 2023.	Dec. 25	CI
Fullcast Holdings Co., Ltd.'s Equity Buyback announced on November 10, 2023, has closed with 423,300 shares, representing 1.19% for ¥783.95 million.	Dec. 24	CI
Fullcast Holdings Buys Back 160,400 shares for 308.76 Million Yen	Dec. 06	MT
Fullcast Holdings Co., Ltd. Provides Consolidated Earnings Guidance for the Fiscal Year Ending December 31, 2023	Nov. 13	CI
Fullcast Holdings Co., Ltd. announces an Equity Buyback for 600,000 shares, representing 1.68% for ¥784 million.	Nov. 10	CI
Fullcast Holdings Co., Ltd. authorizes a Buyback Plan.	Nov. 09	CI
Fullcast Holdings Co., Ltd. completed the acquisition of AppX Inc.	Nov. 01	CI
Fullcast Holdings Co., Ltd. entered into an agreement to acquire AppX Inc. for ¥2.7 billion.	23-10-25	CI
Fullcast Holdings Co., Ltd. Provides Dividend Guidance for the Year End of the Fiscal Year 2023	23-08-14	CI
Fullcast Holdings Co., Ltd. Provides Consolidated Earnings Guidance for the Fiscal Year Ending December 31, 2023	23-08-14	CI
Fullcast Holdings Co., Ltd. acquired Globeat Japan Inc from Shinichi Kurosu, Yoshihiro Ishimi and 3 other individuals for JPY 8.01 billion.	23-06-22	CI
Fullcast Holdings Co., Ltd. Reports Earnings Results for the First Quarter Ended March 31, 2023	23-05-12	CI
Fullcast Holdings Co., Ltd. Provides Consolidated Earnings Guidance for the First Half of Fiscal Year Ending December 31, 2023 and Year Ending December 31, 2023	23-05-11	CI
Fullcast Holdings Co., Ltd. Provides Dividend Guidance for the Fiscal Year Ending December 31, 2023	23-05-11	CI
Fullcast Holdings Co., Ltd. Provides Dividend Guidance for the First Half of Fiscal Year Ending December 31, 2023	23-05-11	CI
Tranche Update on Fullcast Holdings Co., Ltd.'s Equity Buyback Plan announced on February 10, 2023.	23-03-14	CI
Fullcast Holdings Co., Ltd.'s Equity Buyback announced on February 10, 2023, has closed with 485,900 shares, representing 1.35% for ¥1,217.18 million.	23-03-12	CI
Fullcast Holdings Co., Ltd. Provides Earnings Guidance for the First Half and Full Fiscal Year Ending December 31, 2023	23-02-16	CI
Fullcast Holdings Co., Ltd. Provides Dividend Guidance for the Fiscal Year-End Ending December 31, 2023	23-02-16	CI
Fullcast Holdings Co., Ltd. Announces Dividend for the Year Ended December 31, 2022, Payable on March 9, 2023; Provides Dividend Guidance for the First Half of 2023	23-02-16	CI

Chart Fullcast Holdings Co., Ltd.

Duration

Period

More charts

Company Profile

Fullcast Holdings Co Ltd is a Japan-based company principally engaged in the human resource outsourcing business. The Company operates in three business segments. The Short-term Business Support segment is engaged in the provision of short-term, events-related human resource services and payroll management service, among others. The Sales Support segment includes agency sales and call center business. The Security and Others segment is engaged in the security guard business for public facilities and general corporations.

Sector

Employment Services

Calendar

2024-06-26 - Ex-dividend day for dividende intermédiaire

More about the company

Income Statement Evolution

More financial data

Ratings for Fullcast Holdings Co., Ltd.

Trading Rating

Investor Rating

ESG Refinitiv

More Ratings

EPS Revisions

Estimates Revisions

Quarterly earnings - Rate of surprise

Company calendar

Sector Other Employment Services

	1st Jan change	Capi.
FULLCAST HOLDINGS CO., LTD.	-20.62%	343M
RANDSTAD N.V.	-12.80%	9.38B
ROBERT HALF INTERNATIONAL, INC	-19.06%	7.3B
ADECCO GROUP AG	-14.42%	6.37B
MANPOWERGROUP INC.	-3.11%	3.66B
PERSOL HOLDINGS CO.,LTD.	-9.05%	3.25B
FESCO GROUP CO., LTD.	+16.76%	1.71B
SHANGHAI FOREIGN SERVICE HOLDING GROUP CO., LTD.	-1.46%	1.49B
STERLING CHECK CORP.	+9.55%	1.49B
KFORCE INC.	-4.19%	1.2B

Other Employment Services

Fullcast Holdings Co., Ltd.

Equities

4848

JP3827800008

Employment Services

Fullcast : Corporate Governance Report

Latest news about Fullcast Holdings Co., Ltd.

Chart Fullcast Holdings Co., Ltd.

Company Profile

Income Statement Evolution

Ratings for Fullcast Holdings Co., Ltd.

EPS Revisions

Quarterly earnings - Rate of surprise

Sector Other Employment Services