Corporate Governance

We recognize that in order to fulfill our Mission (Contributing to a healthier society through cutting-edge medical technologies), respond to the expectations and requests of our stakeholders, and aim for the sustainable enhancement of corporate value, it is essential to establish effective corporate governance.

We strive to ensure objectivity and transparency in management, and to build a management system that can respond quickly and accurately to changes in the business environment, thereby realizing effective corporate governance.

JLL is a company with an Audit and Supervisory Committee. The Audit and Supervisory Committee, the majority of whose members are independent outside directors, has been established to strengthen the auditing and supervisory functions of our business execution. Additionally, as an advisory body to the Board of Directors, we have established a Nomination and Remuneration Advisory Committee, the majority of whose members are independent outside directors and which is chaired by an independent outside director. To further strengthen governance, we have also set up various committees that operate under the direction of the Board of Directors.

We have introduced the Operating Officer system to further clarify the roles of management decision-making/supervision and business execution, thereby enhancing the agility of business execution.

Corporate Governance Structures

Further details on our corporate governance.

Composition and Operation of the Board of Directors

The Board of Directors consists of a total of 13 members: 10 directors (excluding those who are members of the Audit and Supervisory Committee) (including 3 outside directors) and 3 directors who are members of the Audit and Supervisory Committee (including 2 outside directors). In principle, the Board of Directors holds regular meetings once a month and extraordinary meetings as needed.

Composition of Board of Directors

Matters Deliberated by the Board of Directors

In the Board of Directors Meetings for the fiscal year ended March 2025, we deliberated and decided on important matters such as budget, financial statements, significant organizational and personnel issues, investment and financing projects, important contracts, acquisition and disposal of treasury stock, 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 have been analyzing and evaluating the effectiveness of the Board of Directors every year since FY3/2018 and disclose an overview of its procedures and results. A summary of the evaluation of the effectiveness of the Board of Directors for the fiscal year ended March 31, 2025 is provided below.

Process for Evaluating the Effectiveness of the Board of Directors

We conducted anonymous self-assessment questionnaire surveys to all directors. To ensure objectivity in the evaluation, we commissioned an outside consultant to compile and analyze the results of the questionnaire survey. The Board of Directors then analyzed and evaluated its effectiveness based on the analysis performed by the consultant.

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 shareholder

Outline of the Analysis/Evaluation Results and Future Issues

Based on the results of self-assessment questionnaires and subsequent deliberations at Board of Directors, our analysis and evaluation indicated that the Board of Directors is appropriately fulfilling its roles and functions and ensuring effectiveness across all evaluation items.

In each evaluation item, assessments regarding the disclosure system for important and appropriate sustainability information have improved significantly. This is analyzed to be the result of working on disclosures utilizing expert advice, leading to improved evaluations from external rating agencies. In addition, the evaluation of the system established to promote constructive dialogue with shareholders was also high, and it was confirmed that opinions obtained through dialogue with institutional investors are shared with the Board of Directors and reflected in various management decisions. In contrast, it was shared that further enhancement of Director training and the continued promotion of sustainable corporate value through Digital Transformation remain important challenges going forward.

Composition and Operation of the Audit and Supervisory Committee

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

Matters Deliberated by the Audit and Supervisory Committee

The main resolutions and matters discussed by the Audit and Supervisory Committee for FY3/2025 include the formulation of audit policies and audit plans, preparation of audit expense budgets, creation of audit reports, decisions on whether to reappoint the Accounting Auditor, and Directors (excluding those who are Audit and Supervisory Committee Members). Decisions on opinions regarding appointments, Directors (excluding those who are Audit and Supervisory Committee Members) decisions on opinions regarding remuneration, consent to submit proposals to the General Shareholders Meeting regarding the appointment of Directors who are Audit and Supervisory Committee Members, consent to the remuneration of the Accounting Auditor, individual remuneration for Directors who are Audit and Supervisory Committee Members, selection of assistant staff, evaluation of the Accounting Auditor, prior approval for non-assurance services by the Accounting Auditor, and decisions on opinions regarding the disposal of treasury stock as restricted stock for the employee stock ownership association.

During the current fiscal year, audits were conducted with routine audit items including misconduct by directors, violations of laws and the Articles of Incorporation, and the operational status of the internal control system. In addition, priority audit items included assessing the status of investment and loan recipients, as well as monitoring progress in information security measures.

Composition and Operation of the Nomination and Remuneration Advisory Committee

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).

Matters Deliberated by the Nomination and Remuneration Advisory Committee

During meetings held by the Nomination and Remuneration Advisory Committee in FY3/2025, deliberations were held on the election of Director, the selection of Representative Director, the appointment of Director, Board Director with titles, and changes to the Operating Officer system. Reports were made to the Board of Directors, and in addition, the committee determined the individual remuneration for Directors (excluding those who are Audit and Supervisory Committee Members).