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.

Diagram of Corporate Governance Structure

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.

1. Board of Directors

   Ateam’s Board of Directors is composed of five 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.

2. 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.

3. 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.

4. Internal Audits

   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.

5. Accounting Auditor

   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, 2024 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 12 members
   Other 33 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.

Reasons for Adopting Current Corporate Governance System

At the 24th Ordinary General Meeting of Shareholders held on October 26, 2023, Ateam made the transition from a Company with Board of Corporate Auditors to a Company with Audit and Supervisory Committee for the purpose of strengthening the supervisory function and monitoring system of the Board of Directors and further enhancing corporate governance. Ateam believes that its current corporate governance system enables it to ensure compliance and improve risk management and internal controls, and has adopted this system.