Corporate Governance

Careerlink Group has a strong commitment to complying with laws and regulations and conducting business activities in a sound and transparent manner. To serve as guidelines for corporate ethics, we have established a corporate philosophy and a code of conduct that is to be observed by directors, executive officers and employees. These guidelines are the foundation for all corporate governance activities.

Corporate governance is one of the highest priorities of Careerlink Group. One reason is to maintain the soundness, transparency and efficiency of management in order to earn the trust of shareholders, clients, the temporary placement workforce, employees and the public. In addition, sound corporate governance is essential to becoming a company that can consistently grow and advance in order to provide benefits to all stakeholders.

To incorporate this commitment to corporate governance in the company’s management, Careerlink has established a corporate governance structure that matches the characteristics of business activities. The main elements of this structure are corporate auditors and a number of key governance units: the Board of Directors, Board of Corporate Auditors, Executive Officers Council, Internal Controls Committee, Compliance Committee and Business Operations Oversight Council. The structure of corporate governance and internal controls is shown below.
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Organizational Composition and Operation

organizational structure
Company with Audit and Supervisory Committee
Authorized number of directors
Term of directors
1 year
Chair of the board of directors
President of Careerlink
Number of directors
Outside directors
Number of outside directors
Outside directors who are independent directors

Standard for the autonomy of independent outside directors

The Careerlink board of directors includes outside directors who have no conflict of interest whatsoever with the interests of ordinary shareholders. In appointing outside directors, Careerlink also assures compliance with the listing and other regulations of Japanese stock exchanges. Outside directors are appointed for the purposes of strengthening the oversight of business operations and performing fair audits of the performance of directors.

Attendance and participation (FY2/2018)

Masaharu Kishimoto,
Corporate Auditor
Mr. KIishimoto attended all 16 meetings of the Board of Directors during the fiscal year.
Kesao Endo,
Corporate Auditor
Mr. Endo attended all 16 meetings of the Board of Directors during the fiscal year.
Makoto Watanabe,
Corporate Auditor
Mr. Watanabe attended all 16 meetings of the Board of Directors during the fiscal year.

Training for directors and corporate auditors

To give newly elected directors and corporate auditors the knowledge they need, these individuals receive lectures from executives in charge of each business unit concerning business operations and policies. In addition, all directors attend external seminars and other events about relevant topics. By providing these opportunities and covering the expenses, Careerlink helps directors perform their duties properly.

Independent Auditor

Careerlink has an auditing contract with KPMG AZSA LLC. There is no relationship involving financial interests between Careerlink and Asuza Auditors or with the employees of this company who perform audits of Careerlink.
The certified public accounts at KPMG AZSA who are the engagement partners for Careerlink’s financial statements and notes are Makino and Moriya. For both of these individuals, in accordance with the Certified Public Accountants Law, there are measures in place to limit the number of consecutive years they perform audits at Careerlink to seven. KPMG AZSA also has voluntary regulations that limit the length of involvement with the audits of a single company.
In addition to the two engagement partners,nine certified public accounts and sixteen others at KPMG AZSA are involved with Careerlink audits.(FY2/2018)

Disclosure of policy for compensation and selection of calculation method

At the annual meeting held on May 27, 2016, shareholders approved a resolution that established a maximum of ¥300 million (excluding employee salaries and other payments to directors who are also employees) for aggregate annual remuneration for directors (excluding directors who are Audit and Supervisory Committee Members) and this amount was also approved by the Board of Directors.

At the annual meeting held on May 27, 2016, shareholders approved a resolution that established a maximum of ¥50 million for aggregate annual compensation for directors who are Audit and Supervisory Committee Members and this amount was also approved by the Audit and Supervisory Committee.

Supplementary information

Remuneration of Directors and Audit and supervisory committee menbers for the fiscal year that ended in February 2018 was as follows.

Directors (five): ¥126,840 thousand
Audit and supervisory committee menbers (four): ¥25,998 thousand

Remunerationof Directors includes payments to a director for their services up to the time their terms ended at the close of the shareholders meeting held on May 30, 2017.

Crossholding shares

Cross shareholdings

Careerlink's cross shareholdings policy is to hold stock of companies that contribute to growth in corporate value by providing support and assistance for the Company's business activities.

Standard for voting cross shareholdings

When submitting votes for stock held as cross shareholdings, the board of directors of Careerlink examines proposals submitted to shareholders with respect to preventing a decline in shareholder value and contributing to the growth of shareholder value. Examples of proposals are the election and termination of directors, the issuance of stock options with favorable terms, and mergers, acquisitions, business unit transfers and other similar actions. The directors decide whether to vote yes or no for each proposal after a thorough examination. Every year, the board of directors examines cross shareholdings with regard to each company’s performance, the occurrence of any incidents, the investment return and other factors to determine the medium to long-term economic justification for ownership and the outlook. Then the directors decide whether to retain or sell a cross shareholding.

Not applicable

Accessible shareholders' meetings

Additional Note
Earlier dispatch of proxy materials Notices for the shareholders meeting held on May 30, 2018 were send on May 8, which was 3 weeks prior to the meeting date.
Staggering of days of shareholders meeting Careerlink exercises care to hold its shareholders meeting on a day when there not many other shareholders meetings so that as many shareholders as possible can attend.
Others Careerlink posts the notice of convocation of shareholders meeting
on its website for the convenience of shareholders.

Constructive discussions with shareholders

As one way to contribute to sustained growth and a steady long-term increase in corporate value, Careerlink has an investor relations program, headed by the director of the General Planning Division, that includes holding discussions with shareholders when requested as much as possible. Furthermore, Careerlink holds information meetings for securities analysts and institutional investors in April and October for first half and fiscal year results of operations. There are also several information meetings for individual investors each year. In addition, the Careerlink website includes the most recent quarterly and fiscal year financial data as well as recent financial and business reports and other information for investors.

Internal reporting system

Careerlink has an internal reporting system that allows employees and others to report illegal or inappropriate behavior and information disclosures and suspicious activities. There is no risk of any negative consequences for individuals who submit reports. Information and allegations received through this system undergo an objective examination and are used in an appropriate manner. The board of directors is responsible for establishing and supervising the operation of this internal reporting system.