Basic Corporate Governance Approach and Information
Ateam places great importance on the interests of all stakeholders. The company also realizes that the establishment and strengthening of corporate governance is essential to continuously and efficiently maximize shareholder value in the long term.
All of Ateam's employees and businesses embrace the same mission of corporate social responsibility, not only to Ateam's shareholders but also to society as a whole, based on the company's foundation of the corporate governance. Furthermore, in order to focus on the creation of continuous added-value based on the "happiness of customers", or what we consider the core of business, Ateam is establishing "in-house rules" to thoroughly maintain and comply by so that employees have basic attitudes and guidelines.
|Foreign shareholding ratio||More than 10% and less than 20%|
|Controlling shareholder (except for parent company)||None|
|Listed stock market and market section||Tokyo Stock Exchange First Section|
|End of fiscal year||Jul|
|Types of Business||Software & services|
|Number of employeers (consolodiated) as of the end of the previous fiscal year||More than 1,000 and less than 3,000|
|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
|Organizational form||Company with Audit & Supervisory Board (KANSAYAKU)|
|Maximum number of directors stipulated in articles of incorporation||7|
|Term of directors stipulated in articles of incorporation||1 year|
|Chairperson of the Board of Directors||President|
|Number of directors||5|
|Election of outside directors||Elected|
|Number of outside directors||2|
|Number of independent directors||2|
|Establishment of committee(s) corresponding to nomination committee or remuneration committee||Not Established|
|Establishment of the Audit & Supervisory Board||Established|
|Maximum number of Audit & Supervisory Board members stipulated in articles of incorporation||3|
|Number of Audit & Supervisory Board members||3|
|Election of outside Audit & Supervisory Board members||Elected|
|Number of outside Audit & Supervisory Board members||2|
|Number of independent directors||1|
|Total number of independent directors (including Audit & Supervisory Board members)||3|
|Status of implementation of measures to grant incentives to directors||Performance-based incentive plan and stock options|
Outline of Current Corporate Governance System
Board of Directors
Ateam’s Board of Directors is composed of five members (including two outside directors). With Audit & Supervisory Board members in attendance, the Board of Directors makes management decisions, supervises the state of executional business management, and determines other important matters including those prescribed by laws and regulations. In addition to monthly Board meetings, the Board of Directors convenes extraordinary meetings when necessary.
The Audit & Supervisory Board members also give their opinion and point out appropriateness and legality to the Board of Directors.
Audit & Supervisory Board
Ateam’s Audit & Supervisory Board consists of three members (including two outside auditors and one internal full-time auditor) and participates in meetings of the Board of Directors. The internal full-time auditor also attends other important meetings in order to thoroughly audit the decision making of the Board of Directors. The Audit & Supervisory Board members and accounting auditors regularly exchange opinions and information, the result of which is an increase in both the effectiveness and efficiency of audits. Going forward, the company intends to continue the establishment of governance structures that are appropriate for the company size.
As dictated by company policy, Ateam’s executive meetings are held twice monthly and are attended by the president, directors, full-time auditor, corporate officers, division and department heads, and the presidents of all the subsidiary companies. Topics discussed include reports on progress in each business, 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 (one member), which is under the direct management of the president of the company. 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, the head of the division, and the president of the subsidiary company that underwent the audit. Direction on areas to be improved is given to the audited division and the company it belongs to, and improvements are made as results are reported. Further, the internal audit office, the Audit & Supervisory Board members, and accounting auditors maintain a close relationship, meeting four times annually to exchange ideas and information.
Reasons for Adoption of Current Corporate Governance Structure
Ateam is a company with an Audit & Supervisory Board. The Audit & Supervisory Board consists of two outside and one full-time internal Audit & Supervisory Board members. One outside Audit & Supervisory Board member is a lawyer and the other a certified public accountant. The company ensures the continued integrity and transparency of management by enhancing functions of the Audit & Supervisory board. The outside Audit & Supervisory Board members construct and maintain the structural framework to conduct appropriate audits on overall management from a professional and objective point of view.
Additionally, in order to further strengthen its corporate governance structure and improve managerial strength, the company elected an outside director who brings to the table insights from an independent standpoint with diverse experience and extensive supervising capability. In addition to monthly Board of Directors meetings, the outside director also periodically attends management meetings concerning business execution. The company believes that its current corporate governance structure enables the company to effectively supervise its status of business operation and effectiveness of decision-making regarding important management issues by the Board of Directors.