Corporate Governance

Our Approach to Corporate Governance

In pursuit of its mission, “We harness innovative connections between people and technology to create a new tomorrow,” Aratas regards the combination of sound, transparent management and prompt, accountable decision-making as the foundation of its corporate governance. We appropriately balance the Board of Directors’ responsibility for deciding key management matters and overseeing business execution with an executive structure centered on Executive Officers, thereby enhancing the effectiveness of both oversight and execution. In addition, our business divisions, corporate functions and group companies work in close collaboration while operating autonomously and swiftly, with the aim of achieving sustainable growth and enhancing corporate value.

Corporate Governance Structure

We work to ensure sound, transparent and effective management through a combination of oversight by the Board of Directors, audits by Audit & Supervisory Board Members, independent assessment by the internal audit function and audits by the Accounting Auditor. The Board of Directors determines management policies and other key matters and oversees the execution of duties by Directors and Executive Officers. We have also established the Management Committee to deliberate and decide on important matters relating to business execution, enabling prompt decisions in response to changes in the business environment.

Board of Directors

The Board of Directors determines management policies, business plans and other key management matters and oversees the execution of duties by Directors and Executive Officers. It also receives the necessary reports from the Management Committee and other executive bodies and reviews the status of group management and the response to material risks.

Nomination and Remuneration Committee

To enhance the fairness, transparency and objectivity of procedures concerning the nomination and remuneration of Directors, Executive Officers and other key members of senior management, we have established the Nomination and Remuneration Committee as a voluntary advisory body to the Board of Directors. The Committee deliberates on the selection of Director and Audit & Supervisory Board Member candidates, the appointment of Representative Directors and other senior officers, succession planning for senior management, the appointment of Executive Officers and the remuneration policy for senior management and submits its recommendations to the Board of Directors.

Executive Officer System

We have adopted an Executive Officer system to ensure an appropriate division of responsibilities between the Board of Directors, which decides key management matters and performs oversight, and the executive function responsible for business operations. Executive Officers are appointed by the Board of Directors and perform their assigned duties in accordance with the management rules determined by the Board and other internal regulations. To ensure procedural fairness and transparency, the Board of Directors decides on the appointment and positions of Executive Officers after considering the recommendations of the Nomination and Remuneration Committee.

Management Committee

Under the leadership of the President and CEO, the Management Committee deliberates and decides on important matters relating to business execution. Directors, Executive Officers and other members of senior management discuss key matters concerning management and business operations, thereby facilitating prompt and appropriate business execution.

Audit & Supervisory Board Members, Internal Audit and Accounting Auditor

Audit & Supervisory Board Members audit the performance of Directors’ duties by attending meetings of the Board of Directors and other important meetings, receiving reports from Directors and others, and conducting other audit activities. The internal audit function independently assesses the design and operation of governance, risk management and internal control arrangements across business divisions, corporate functions and group companies, and promotes necessary improvements. We also undergo audits by the Accounting Auditor. Audit & Supervisory Board Members, the internal audit function and the Accounting Auditor maintain appropriate coordination to enhance the effectiveness of audits.