Corporate Governance

Our Mission is to contribute to a healthier society through cutting-edge medical technologies. We recognize the importance of establishing effective corporate governance in order to put our Mission into practice, meet the expectations and demands of stakeholders, and aim for the sustainable enhancement of shareholder value.

At JLL, we will ensure the objectivity and transparency of management by strengthening corporate governance, one of our materialities, and realize effective corporate governance by working to build a management system that allows us to respond quickly and accurately to changing business environment.

For our organizational form, we have chosen to be a company with an Audit and Supervisory Committee. We are strengthening the Audit and Supervisor Committee’s function for supervising the Board of Directors meetings. In addition to establishing the Nomination and Remuneration Advisory Committee as an advisory body to the Board of Directors, the Compliance Committee, Risk Management Committee, Sustainability Committee, and Information Security Committee have been established to strengthen corporate governance under the direction of the Board of Directors.

Further details on our corporate governance.

Composition and Operation of the Board of Directors

The Board of Directors consists of a total of 16 members: 12 directors (excluding those who are members of the Audit and Supervisory Committee) (including 3 outside directors) and 4 directors who are members of the Audit and Supervisory Committee (including 3 outside directors). In principle, the Board of Directors holds regular meetings once a month and extraordinary meetings as needed. Also, in order to provide sufficient information to outside directors, the Company conducts preliminary briefings on Board of Directors meeting proposals.

Matters Deliberated by the Board of Directors

In the Board of Directors meeting for the fiscal year ending March 2024, we deliberated and decided on important matters such as budget, financial statements, significant organizational and personnel issues, investment and financing projects, important contracts, transfer of subsidiary shares, and important matters related to sustainability, all following laws, articles of incorporation, and Board of Directors regulations. We have reviewed financial statements, the status of directors’ duties, and important matters related to compliance on the monthly basis. Additionally, we received reports from the Investment Committee and the Sustainability Committee, and held abundant discussions.

To further enhance the effectiveness of the Board of Directors, we analyze and evaluate the effectiveness of the Board of Directors every year and disclose an overview of the results. A summary of the evaluation of the effectiveness of the Board of Directors for the fiscal year ended March 31, 2024 is provided below.

Process for Evaluating the Effectiveness of theBoard of Directors

Conducted anonymous self-evaluation questionnaire for all directors and analyzed and evaluated the effectiveness of the Board of Directors based on the opinions of outside consultants.

Major Items of the Self-evaluation Questionnaire

1. Composition and operation of the Board of Directors
2. Management strategy and business strategy
3. Corporate ethics and risk management
4. Evaluation on business performance and evaluation on each member’s performance and their Remuneration
5. Dialogue with shareholders, etc.

Outline of the Analysis and Evaluation Results

We have confirmed that the Board of Directors as a whole is appropriately fulfilling its roles and functions in all evaluation items after discussions on the analysis of the self-evaluation questionnaire at the Board of Directors meeting.

With regard to each of the evaluation items, the evaluation of the use of key management indicators improved significantly, which we analyzed as an indication of the effects of clearly setting five numerical targets and managing progress toward them in the medium-term plan announced in May 2023.

In addition, as in the previous year, the Nomination and Compensation Advisory Committee continued to receive high ratings for its roles and responsibilities and for sharing the status of deliberations, confirming that the committee is playing a role in the sound supervisory function that the Board of Directors should fulfill.

On the other hand, we shared that further enhancement of executive training (providing ongoing training opportunities upon appointment as directors and thereafter) remains an issue to be addressed in order to further improve the effectiveness of the Board of Directors.

We will continue its regular analysis and evaluation of the Board of Directors and further improve its effectiveness for the medium to long-term growth.

The Audit and Supervisory Committee consists of one director who is a Full-time Audit and Supervisory Committee Member well versed in the Company’s business, and three outside directors who are highly independent from the Company. In principle, the Audit and Supervisory Committee holds regular meetings once a month and extraordinary meetings as needed. In addition to attending meetings of the Board of Directors and important meetings as necessary, the Audit and Supervisory Committee members hold regular meetings with the President and CEO to exchange opinions and maintain close communication on issues to be addressed by the company, the status of the environment for the audit by the Audit and Supervisory Committee, and important audit-related issues. In addition, the Audit and Supervisory Committee receives reports from the Internal Audit Division from time to time, discusses the audit plan of the Internal Audit Division in advance, cooperating together to carry out audit procedures as necessary.

The Nomination and Remuneration Advisory Committee consists of five members (two directors and three outside directors (one of whom is an Audit and Supervisory Committee Member)) and is chaired by an outside director. As an advisory body to the Board of Directors, the Nomination and Remuneration Advisory Committee deliberates on the remuneration system for directors and director candidates, reports to the Board of Directors, and determines individual remuneration for directors (excluding those who are Audit and Supervisory Committee members).