Relia, Inc.

Font size

Corporate Information

PRINT

Corporate Governance

Basic Views

The Relia Group's position on Corporate Governance is as follows.

  1. We have the utmost respect for the rights of shareholders, and endeavor to ensure that shareholders are treated fairly and their rights are not infringed.
  2. We endeavor to create corporate value and employment while maintaining sound corporate management by building fruitful relationships with stakeholders.
  3. We ensure transparency in regard to all important matters as well as timely and appropriate information disclosure.
  4. In addition to rigorously enforcing regulatory compliance, the Board of Directors and the Audit & Supervisory Board monitor and supervise business operations, thereby working to maximize corporate value.

Corporate Governance System

Corporate Governance System

Outside Directors

Outside Director
Junichi Kishigami

Reasons of Appointment
Mr. Kishigami has been appointed because he possesses expertise in the telecommunications business that he is able to utilize in the Company's management.
The Company has designated him as an Independent Director because he is an Outside Director with a high degree of independence and no potential conflicts of interest with general shareholders in accordance with the independence standards stipulated by the Tokyo Stock Exchange.

Outside Director
Masahiro Moriyasu

Reasons of Appointment
He was appointed because the Company judged that his opinions from an objective standpoint, based on his extensive experience and knowledge at a general trading company, can be utilized in the Company's management. Mitsui & Co. is a major shareholder of the Company, but transactions with Mitsui & Co. account for a negligible percentage of the total, so there are effectively no restrictions from this relationship. Accordingly, the Company believes that a certain degree of independence is maintained from this company.
Supplementary Explanation of the Relationship
Mr. Moriyasu is Managing Officer and Chief Operating Officer of the IT & Communication Business Unit at Mitsui & Co., which is a major shareholder of the Company.

Outside Director
Mikako Yusa

Reasons of Appointment
Ms. Yusa is Partner at Co-Creation Creators LLC and has been involved in corporate management for many years. She was appointed as an Outside Director to utilize her ideas, experience and knowledge as a businesswoman in the Company's management.
The Company has designated her as an Independent Director because she is an Outside Director with a high degree of independence and no potential conflicts of interest with general shareholders in accordance with requirements stipulated by the Tokyo Stock Exchange regarding the attributes of independent directors.

Outside Audit & Supervisory Board Members

Outside Audit & Supervisory Board Member
Shinichiro Kamada

Reason for Appointment
He was appointed to provide auditing from an independent outside perspective and checking and advice for the Company's management based on his extensive knowledge and broad discernment related to management cultivated as an executive at other companies.
The Company has designated her as an Independent Director because she is an Outside Director with a high degree of independence and no potential conflicts of interest with general shareholders in accordance with requirements stipulated by the Tokyo Stock Exchange regarding the attributes of independent directors.
Supplementary Explanation of the Conformity Items
Mr. Kamada was previously an executive director at East Japan Railway Company, and now is chairman and director of CENTRAL SECURITY PATROLS Co., Ltd.

Outside Audit & Supervisory Board Member
Takashi Kamikanda

Reason for Appointment
He was appointed to provide auditing from an independent outside perspective and checking and advice for the Company's management based on his extensive experience in the banking business, where he has spent his career.
The Company has designated him as an Independent Audit & Supervisory Board Member because he has no direct interests with the management team and has been judged as capable of conducting auditing activities for management overall from a fair and objective standpoint without potential conflicts of interest with general shareholders.
Supplementary Explanation of the Conformity Items
Mr. Kamikanda was previously senior managing executive officer at Sumitomo Mitsui Trust Bank and Sumitomo Mitsui Trust Holdings, and is currently senior corporate auditor at Sumitomo Mitsui Trust Holdings.

Outside Audit & Supervisory Board Member
Rika Kawaguchi

Reason for Appointment
Ms. Kawaguchi has worked as an attorney at law for over 20 years, serving on the Labor Law Committee, as a labor consultant for the Tokyo Metropolitan Government Labor Consultation Center, and last fiscal year in the key position of vice-president of the Dai-Ichi Tokyo Bar Association. Ms. Kawaguchi was newly appointed to audit compliance in particular and to check and advise the Company's management while incorporating into audits an independent, outside perspective based on her specialized experience and broad discernment as an attorney. The Company has designated her as an Independent Audit & Supervisory Board Member because she is an outside director with a high degree of independence and no potential conflicts of interest with general shareholders in accordance with requirements stipulated by the Tokyo Stock Exchange regarding the attributes of independent officers.

Dialogue with Shareholders

This policy expresses the Company's basic views to dialogue between the Company and shareholders and investors based on the “policy on constructive dialogue with shareholders” in the Corporate Governance Code and from the standpoint of fair disclosure.

  1. Constructive dialogue with shareholders and investors contributes to the sustained growth of the Company and to raising its long-term corporate value, and requests for dialogue made by shareholders or investors are addressed by Directors and management within a reasonable scope based on the wishes and main concerns, etc. of shareholders and investors.
  2. The President has overall responsibility for dialogue with shareholders and investors, and in the role of assistant to the President, the Public and Investor Relations Dept. engages in dialogue with cooperation from internal divisions as necessary.
  3. The Company works to actively and fairly disclose information so that shareholders and investors can judge the Company's long-term corporate value. To this end, along with individual meetings, the Company works to further enhance IR activities through various measures that include enhancing its earnings briefings and website.
  4. Opinions and requests to the Company obtained through dialogue are appropriately presented to Directors in a timely manner and utilized in management decision-making.
  5. From the standpoint of fair disclosure, the purpose of dialogue is to exchange constructive opinions based on publicly available information. The Company has established Group Companies Code of Conduct, Insider Trading Prevention Rules, and other internal rules to prevent important internal information that has not been publicly disclosed (insider information) from being divulged externally. When engaging in dialogue, the Company complies with these internal rules and domestic and foreign laws and regulations.

The Internal Control System

The Company's fundamental views on its internal control system are as follows.

“In order to ensure good faith management with a high degree of transparency such that the trust of stakeholders is maintained, the Company works to strengthen corporate governance and enhance internal controls aimed at further increasing the effectiveness of governance. The Company constantly evaluates the internal control system built based on this basic policy and makes necessary improvements to it; this basic policy is also constantly reviewed in response to changing conditions to ensure the appropriateness of business operations. ”

Basic Views on Eliminating Anti-Social Forces and State of Related Efforts

Fundamental Views

Based on the Group Companies Code of Conduct, the Company raises the awareness of officers and employees and ensures enforcement in order to eliminate anti-social forces.

  1. The Company takes a resolute stance against anti-social forces such as corporate extortionists and criminal syndicates and does not engage in payoffs when improper requests are made from such groups.
  2. The Company does not conduct any transactions with anti-social forces or clients or suppliers with any relationship to anti-social forces.

Specific Measures

  1. The Company is a member of Tokubouren, has established a framework for coordinating with the organization, actively participates in related meetings, and works to gather information.
  2. The Company has appointed a manager responsible for preventing improper requests, and the manager attends seminars given by public bodies on handling such requests.
  3. Contracts such as service outsourcing agreements and goods purchase agreements concluded by the Company include clear clauses on cutting off relationships with anti-social forces, and, regarding transactions conducted by the Company, transactions with anti-social forces and clients or suppliers with relationships to anti-social forces are eliminated.

Independence Standards and Qualifications for Independent Directors

The Company has established the following standards for judging independence.
Relia, Inc. (hereinafter, the "Company") has established the following standards related to the independence of Outside Directors and Outside Audit & Supervisory Board Members (hereinafter, collectively, "Outside Officers") in order to ensure the objectivity and transparency of corporate governance. If any of the following apply, the person is treated as not having independence as an independent Outside Officer.

  1. Executives at the Company or the Company's subsidiaries (hereafter, collectively, "the Group") or executives at the Group within the past ten years.
    *"Executives": Refers to executive directors, executive managers, executive officers and other equivalent persons and employees at corporations or other entities. When judging the independence of Outside Audit & Supervisory Board Members, this includes Non-executive Directors.
  2. The Company's current main shareholders or its executives *"Main shareholders": Refers to shareholders with an ownership stake of 10% or more on a voting rights basis, either in their own or other person's name, as of the end of the Company's most recent fiscal year. If the main shareholder is a corporation, this includes its parent company and subsidiaries.
  3. Executives of entities (including its parent company and subsidiaries) in which the Group owns 10% or more of total voting rights either directly or indirectly
  4. The Group's main clients or suppliers or executives thereof
    *"Group's main clients or suppliers" refers to entities that made payments to the Company of over 2% of the Company's annual consolidated net sales in the most recent fiscal year. If the main client or supplier is a corporation, this includes its parent company and subsidiaries.
  5. Entities that have the Group as a main client or supplier or executives thereof
    *"Entities that have the Group as a main client or supplier" refers to entities that received payments from the Company of over 2% of that entity's annual consolidated sales in the most recent fiscal year. If the entity is a corporation, this includes its parent company and subsidiaries.
  6. Persons affiliated with an auditing firm that audits the accounts of the Company or its consolidated subsidiaries
  7. Persons who provide specialized services such as consultants, attorneys and certified public accountants and receive large sums of monetary consideration or other property other than executive remuneration from the Group (if the person receiving property is a consulting firm, law office, accounting office or other such corporate entity, union or other group, the persons affiliated with this group)
    *"Large sums" in this context refers to an amount of property received in the most recent fiscal year that exceeds 10.0 million yen per annum in the case of an individual receiving the compensation, or, in the case of a corporation, union or other group, that exceeds 2% of the group's consolidated sales or total revenue.
  8. Persons receiving large sum donations from the Group (if the person receiving the large sum of donation is a corporation, union or other group, the executives of the group) *"Large sum donations" refers to a donation amount received by the person in the most recent fiscal year that exceeded 10.0 million yen per annum in the case of an individual, or in the case of a corporation, that exceeded 2% of its total revenue.
  9. Executives of financial institutions or other large creditors which are indispensable to the Company's fund procurement and on which the Company depends to the extent of there not being alternatives, or the parent companies or key subsidiaries of those institutions or creditors
  10. Executives of companies at which executives of the Group have been appointed as corporate officers
  11. Persons to which any of the aforementioned 2 through 10 have applied the past three years
  12. Spouses or relatives within the second degree of kinship that qualify as any of the aforementioned 1 through 10
  13. Other persons that potentially have conflicts of interest with general shareholders and that can be reasonably judged as not being able to fulfill the duties of an independent Outside Officer
    [Supplementary Principle 4-11-1]
    (View on the appropriate balance between knowledge,