One of the values we hold dear is "Do the right things in the right way.” We are working to strengthen our corporate governance to improve the transparency and soundness of management and to increase the speed and quality of management decision-making, with the aim of enhancing corporate value and making a sustainable contribution to the society.

We have adopted an Audit and Supervisory Committee structure for our corporate governance scheme.

The corporate governance structure is as follows

Board of Directors

Board of Directors’ meetings are held monthly, in principle, to make decisions on the Group’s management policies, management plans, annual budgets, and other important matters of each Group company. The Board of Directors also oversees business execution through examining reports on monthly budget control, monthly business performance, and other important business matters from each Group company.

For profiles of our directors and diverse management team, please click here.

*Independence is expressed as a percentage of the number of independent directors out of the number of directors of the Company as of October 30, 2024.

(As of October 30, 2024)

Audit and Supervisory Committee

Audit and Supervisory Committee meetings are held monthly, in principle, to discuss matters stipulated by laws and regulations and the Articles of Incorporation, as well as matters regarding important audit operations. In addition to attending Board of Directors’ meetings, Audit and Supervisory Committee Members also attend important management meetings to audit and supervise the status of business execution by Directors. Furthermore, the committee works closely with the accounting auditor and the Internal Audit Department to conduct necessary audits on the status of internal control, compliance, etc.

The Audit and Supervisory Committee has three members, all of whom are independent outside directors. (As of October 30, 2024)

Directors’  Compensation Committee

The Company has established the Directors’ Executive Compensation Committee as a voluntary committee for the purpose of determining compensation, etc. of Directors (excluding Directors who are members of the Audit Committee). The Directors’ Compensation Committee consists of the Representative Director and three independent outside directors. (As of October 30, 2024)

(Note) The number of Outside Directors (excluding Audit and Supervisory Committee Members) includes one Outside Director who retired at the conclusion of the 4th Annual General Meeting of Shareholders held on October 25, 2023.

(Note) Non-audit fees for the current fiscal year are for financial due diligence services.

The Visional Group has formulated the "Visional Code of Conduct" as a basic code of conduct for those engaged in the Group's business operations to comply with laws, regulations, social norms, and other rules performing to their duties, and to practice sound and appropriate management and business execution.

Structure and audit mechanism

The Board of Directors of the Company is the decision-making body for important matters related to the promotion of compliance in the Group. In addition, the Group Risk Compliance Meeting, held once a quarter, formulates the Group Compliance Plan, promotes risk management and compliance measures, and shares the progress of these measures. The members of the Group Risk Compliance Meeting are the Company's directors (excluding outside directors), representative directors of the Company's group companies, and executive officer with the participation of one Audit and Supervisory Committee member and the Head of the Internal Audit Department as observers, and the Governance Department together with the Legal Department as secretariats.

In addition, an internal reporting system including whistleblowing mechanisms that can be used to report suspected cases of misconduct anonymously, if required, is in place and is in operation to ensure early detection and early correction of violations of laws and regulations, as well as to appropriately protect those who report violations of laws and regulations.

Compliance Promotion Efforts

Corruption Prevention

In the "Visional Group Code of Conduct," we have established guidelines for "elimination of antisocial forces," "elimination of unfair transactions," "prohibition of insider trading," "prohibition of bribery," etc., to ensure thorough compliance and prevention of corruption.

Internal Audit

The Internal Audit Department, which reports directly to the Representative Director, is responsible for the internal audit to ensure that the operations of each company are conducted in accordance with the internal rules and regulations established by each company, that business operations are conducted efficiently, and that compliance is observed. Each business unit that is audited is given suggestions on how to improve its operations, etc., and the status of improvement is monitored and confirmed at a later date.

Compliance Training

To establish corporate ethics and ensure compliance, we conduct various internal training programs for directors and employees of group companies to raise awareness of compliance among directors and employees and educate them on how to behave in a proper manner.

Internal Control - Basic Policy and Structure

The information is included in IV Matters Related to the Internal Control Systems in the Corporate Governance Report.