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 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. 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 2025, 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, 2025 is provided below.

Process for Evaluating the Effectiveness of the Board 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. Board composition and operations
2. Corporate strategy and business strategy
3. Corporate ethics and risk management
4. Performance evaluation and executive assessment/compensation
5. Stakeholder engagement

Outline of the Analysis and Evaluation Results

Based on the self-assessment questionnaire results and subsequent Board deliberations, the analysis confirms that the Board effectively fulfills its roles and functions across all evaluation categories, maintaining appropriate effectiveness levels.

Key Performance Improvements: The evaluation demonstrates significant enhancement in sustainability information disclosure frameworks. This improvement stems from leveraging expert advisory services in disclosure practices, resulting in elevated ratings from external evaluation agencies. Additionally, the assessment reveals strong performance in establishing frameworks that promote constructive shareholder dialogue, with institutional investor feedback consistently shared with the Board and integrated into various management decisions.

Areas for Continued Focus: The evaluation identifies ongoing challenges in enhancing director training programs. Furthermore, the Board recognizes that advancing digital transformation (DX) initiatives to drive sustainable corporate value enhancement represents a critical strategic priority moving forward.

The Company remains committed to conducting regular Board effectiveness analysis and evaluation, implementing continuous improvement initiatives to strengthen the foundation supporting medium- to long-term growth objectives.

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).