Basic Corporate Governance Approach and Information
Basic Approach
With our corporate philosophy "To Be a Company where All Can Achieve Happiness Together" and "To Be a Company that Continues 100 Years from Today", Ateam considers that the strengthening of corporate governance is essential to continuously maximize our corporate value. Ateam Group places great importance on the interests of all stakeholders including our employees, consumers, clients, shareholders, and local communities, and strives to fulfill our social responsibilities by placing compliance with laws, regulations, and ethics at the core of our daily activities.
Capital Structure
| Foreign shareholding ratio | Less than 10% |
|---|---|
| Controlling shareholder (except for parent company) | None |
| Parent company | None |
Corporate Attributes
| Listed stock market and market section | Tokyo Stock Exchange Prime Market |
|---|---|
| End of fiscal year | Jul |
| Types of Business | Software & services |
| Number of employees (consolidated) as of the end of the previous fiscal year | 500 or more but fewer than 1,000 |
| Sales (consolidated) as of the end of the previous fiscal year | More than 10 billion and less than 100 billion JPY |
| Number of consolidated subsidiary companies as of the end of the previous fiscal year | 10 or more but less than 50 |
Status of Corporate Governance Structure
Diagram of Corporate Governance Structure
Organizational Composition and Operation
| Organizational form | Company with Supervisory Committee |
|---|---|
| Maximum number of directors stipulated in articles of incorporation | 8 |
| Term of directors stipulated in articles of incorporation | 1 year |
| Chairperson of the Board of Directors | President |
| Number of directors | 6 |
| Election of outside directors | Elected |
| Number of outside directors | 4 |
| Number of independent directors | 4 |
| Establishment of committee(s) corresponding to nomination committee or remuneration committee | Not Established |
| Status of implementation of measures to grant incentives to directors | Performance-based incentive plan |
Outline of Current Corporate Governance System
We have adopted the following system to ensure compliance and improve risk management and internal control in business decision-making, execution and auditing.
-
Board of Directors
Ateam’s Board of Directors is composed of six members including a representative director and four outside directors. We hold regular meetings of the Board of Directors once a month in principle, and extraordinary meetings of the Board of Directors are held as necessary.Specific activities of the Board of Directors include the approval of each quarterly financial results, proposals related to the General Meeting of Shareholders, dividends of surplus, medium-term management plans, capital investment and budget plans, acquisition and disposal of important assets, important organizational and personnel matters, and other matters that are fully discussed and decided upon, as well as the supervision of business execution.
-
Audit & Supervisory Committee
Ateam’s Audit & Supervisory Committee consists of three members including a chairperson, and each member is an outside director. The Audit & Supervisory Committee convenes meetings once a month in general and extraordinary meetings when necessary, to establish an audit policy, plan, and allocation of duties, etc., and each Audit Committee member audits the execution of duties by Directors by following these policies and plans, and conducts on-site audits of Ateam Group with the Internal Audit Office.
-
Holdings Executive Meetings
Ateam's Holdings Executive Committee is attended by the Ateam's directors, general managers of corporate departments, and other persons authorized by President and Representative Director. In principle, the meeting is held once a month to discuss matters that require discussion from a company-wide perspective.
-
Internal Audits
Ateam’s internal audits are performed by the internal audit department (two members), which is under the direct management of the president of the company. Internal audit department is conducted by selecting audit targets for each department and subsidiary based on the quantitative and qualitative importance of the target, establishing an audit plan, and reporting the audit results to the president, the audited department, and the audited subsidiary. Direction on areas to be improved is given to the audited division and the subsidiaries, and improvements are made as results are reported. In addition, the Internal audit department exchanges opinions and shares information with Audit and Supervisory Committee Members and accounting auditors once a quarter, and holds a three way Audit Meeting for the purpose of reporting audit results and cooperates with them.
Assessment and reporting on internal control over financial reporting based on the Financial Instruments and Exchange Law are conducted by the internal audit office. The plan for internal control evaluation is resolved by the Board of Directors and implemented in accordance with the plan. The results of the evaluation are reported to the Board of Directors by the general manager of the internal audit office. -
Accounting Audits
Ateam has entered an audit contract with Deloitte Touche Tohmatsu LLC to conduct audits. The Company's audit structure for the fiscal year ending July 31, 2025 is as follows.
The CPA who performed the services
Designated Limited Liability Partner, Managing Partner, CPA Koji Kitaoka
Designated Limited Liability Partner, Managing Partner, CPA Takatoshi Ito
Composition of Assistants for Audit Services
CPA 15 members
Other 35 members
Reasons for Adopting Current Corporate Governance System
Ateam believes that the current corporate governance system enables thorough compliance, risk management and internal control to be improved, and has adopted this system.