Basic Corporate Governance Approach and Information
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.
|Foreign shareholding ratio
|Less than 10%
|Controlling shareholder (except for parent company)
|Listed stock market and market section
|Tokyo Stock Exchange Prime Market
|End of fiscal year
|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
|Less than 10
Status of Corporate Governance Structure
Diagram of Corporate Governance Structure
Organizational Composition and Operation
|Company with Supervisory Committee
|Maximum number of directors stipulated in articles of incorporation
|No upper limit
|Term of directors stipulated in articles of incorporation
|Chairperson of the Board of Directors
|Number of directors
|Election of outside directors
|Number of outside directors
|Number of independent directors
|Establishment of committee(s) corresponding to nomination committee or remuneration committee
|Status of implementation of measures to grant incentives to directors
|Performance-based incentive plan
Outline of Current Corporate Governance System
With the aim of enhancing the supervisory function and monitoring system of the Board of Directors and further enhancing corporate governance, Ateam has transitioned from a company with an Audit & Supervisory Board to a company with an Audit & Supervisory Committee by resolution of the 24th Annual General Meeting of Shareholders held on October 26, 2023.
We have adopted this system as we believe that the system will enable us to ensure thorough compliance and improve risk management and internal controls.
Board of Directors
Ateam’s Board of Directors is composed of seven members including a representative director and four outside directors. The Board of Directors convenes meetings once a month in general as well as extraordinary meetings when necessary, and determines important matters to manage Ateam Group including those regarding shareholders meetings, executive team, financial results and shares, human resources and organizations, and etc.) as well as matters prescribed by laws and regulations while supervising the state of executional business management.
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.
Ateam’s executive meeting is chaired by the president and consists of Ateam’s Directors, representative directors of subsidiaries, and other persons authorized by the chairperson. The meetings are held at least twice monthly to reach consensus among attendees on topics including business reports, potential risks and measures to address those risks, and consultations on business-related matters. When necessary, reports on these topics are also given in meetings of the Board of Directors.
Ateam’s internal audits are performed by the internal audit office (two members), which is under the direct management of the president of the company. After the transition to a company with an Audit & Supervisory Committee, auditing plans are made to allow for internal audits to be conducted at least once per year in each division and subsidiary company, and results of the audits are reported to the president as well as audited divisions and audited subsidiaries. Direction on areas to be improved is given to the audited division and the subsidiaries, and improvements are made as results are reported. Further, the internal audit office meets with auditors, and accounting auditors four times annually to exchange ideas and information to report audit results at three-way audit meetings.
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. After the transition to a company with an Audit & Supervisory Committee, the same evaluations and reports will be made to the Audit & Supervisory Committee.
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, 2023 is as follows.
Name of the CPA who performed the services
Designated Limited Liability Partner, Managing Partner, CPA Tatsuharu Ito
Designated Limited Liability Partner, Managing Partner, CPA Takatoshi Ito
The number of years of continuous auditing has been omitted since the two auditors have been with Ateam for seven years or less.
Composition of Assistants for Audit Services
CPA 11 members
Other 21 member
There are no special interests between Ateam and the audit firm or the engagement partners of the audit firm engaged in the audit of Ateam.