Basic Policy

RACCOON HOLDINGS positions the strengthening and enriching of corporate governance as a key management task under the recognition that ensuring effective functioning of corporate governance is crucial to ongoing enhancement of corporate value.

An environment in which corporate governance is functioning effectively, in our view, features the building of good relationships with shareholders and other stakeholders (business partners, employees, etc.) and facilitating provision of even better services. To that end, at RACCOON HOLDINGS, we make proactive efforts to establish a framework for implementing timely and appropriate information disclosure and strengthening management oversight functions in order to secure sound, transparent, and objective corporate activities.

RACCOON HOLDINGS will revise as needed and proactively work on the corporate governance framework as the organization grows with business expansion going forward.

Framework

1.Board of Directors

The board of directors comprises five directors who are not audit and supervisory committee members and four directors who are audit and supervisory committee members. Of the four directors who are audit and supervisory committee members, three are outside directors. Meetings of the board of directors are chaired by the president & representative director, with ordinary meetings of the board of directors held once a month and extraordinary meetings of the board of directors held when needed as necessary to share information and communicate, decide on important business execution and matters delegated by resolution at shareholders meetings, and supervise the state of each director’s execution of business.

2.Audit and Supervisory Committee

The audit and supervisory committee comprises four directors who are audit and supervisory committee members. Of the four directors who are audit and supervisory committee members, one is a full-time audit and supervisory committee member. The other three are outside directors, and all three outside directors are designated as independent officers. Meetings of the audit and supervisory committee are chaired by the full-time audit and supervisory committee member, with ordinary meetings of the audit and supervisory committee held every month and extraordinary meetings of the audit and supervisory committee held when needed as necessary to share information and communicate, and discuss or resolve on important audit matters.

3.Nomination and Compensation Committee

The Nomination and Compensation Committee has been established as a voluntary advisory body to the Board of Directors with the aim of strengthening and enriching corporate governance. The Nomination and Compensation Committee deliberates on procedures, etc., concerning the nomination and compensation, etc., of Directors in response to consultations from the Board of Directors and submits reports to the Board of Directors. The Nomination and Compensation Committee is chaired by the President & Representative Director and consists of five members: the President & Representative Director, the Executive Vice President & Director, and three Independent Outside Directors.

4.Management Meeting

The management meeting comprises five directors who are not audit and supervisory committee members. Meetings are chaired by the president & representative director and held where appropriate as necessary to conduct prior deliberations on the matters for resolution by the board of directors and deliberate on important matters on management below the board of directors.

5.Compliance Office

A compliance office has been installed to promote compliance. The president & representative director is the compliance officer and the person in charge of legal operations is the compliance secretariat. The compliance secretariat organizes the compliance manual and conducts training for deepening knowledge on compliance.

6.Internal Audits

The internal auditor who is a member of the president’s office directly under the president & representative director is in charge of the internal audits of RACCOON HOLDINGS. The internal auditor audits all sectors and subsidiaries for greater streamlining and efficiency of management and proper execution of business based on basic plans on internal auditing approved by the president & representative director. The internal auditor reports the findings of internal audits to the president & representative director and also notifies the audited sectors of the findings. Any matters instructed to be improved are checked for whether business improvements have been made as instructed to be improved without delay after notification.

7.Mutual Coordination of Internal Audits, Audit and Supervisory Committee Audits, and Financial Audits, and Relationship with Internal Control Department

The director who is a full-time audit and supervisory committee member inspects the internal audit report prepared by the internal auditor when needed and accompanies internal audits, as necessary. The director who is a full-time audit and supervisory committee member attends meetings for reporting on the findings of internal control assessments with the internal control team and the financial auditor, etc. to receive reports and exchange opinions. The director who is a full-time audit and supervisory committee member maintains close contact with the financial auditor, such as meeting every fiscal quarter end to receive reports on the methods and findings of financial audits. The director who is a full-time audit and supervisory committee member, the internal auditor, and the internal control team reports the findings of the examined internal control system to the internal control department when needed. The internal control department receiving the report improves the internal control system with the advice of the director who is a full-time audit and supervisory committee member, the internal auditor, and the internal control team, as necessary.

Skill matrix for Directors (Expected skills for each Director)

For biographies of each Director, please refer to the Directors & Officers page.

Corporate Governance Report

Corporate Governance Report (last update date: July 24, 2023)