Basic Stance on Corporate Governance

Basic Stance

Our management objective is to become a company that contributes to our shareholders, customers, employees, and other stakeholders, as well as to society at large, through continuous business growth. We aim for highly transparent and sound corporate management, and have been working to strengthen corporate governance by inviting outside directors since the company’s foundation, among other initiatives. At the same time, we position thorough compliance by officers and employees as a basic management principle. Our basic policy is to strictly observe laws, regulations, and rules, and to conduct sincere and fair corporate activities that do not fall outside social norms.

Reasons for Adopting the Current Corporate Governance System

We established the Audit & Supervisory Board because we believe that the auditing system by the board members, including external ones, is effective in oversight of business execution. The Audit & Supervisory Board consists of three members — one full-time member and two part-time members — who attend meetings once a month plus extraordinary meetings as necessary. In addition to regular information exchanges with internal auditors and independent auditors, the Audit & Supervisory Board members attend meetings of the Board of Directors and express their opinions from an independent third-party perspective, thereby ensuring appropriate auditing of decision-making and business execution. Since the company’s establishment, we have worked to reinforce corporate governance by inviting outside directors; three of the five directors are outside directors. We expect that outside directors with extensive knowledge and experience will support fair decision-making through the exchange of opinions and information on our business and industry. 

For these reasons, we have adopted the current governance system.

Implementation of Corporate Governance Measures

Based on the following corporate missions, we are making continuous efforts to enhance corporate governance by ensuring transparency, fairness and efficiency in the execution of business operations with the aim of increasing corporate value.

Sustainability Disclosure

In order to meet the expectations of society and build their trust, Asteria aims to contribute to the sustainable development of society by conducting business activities while actively communicating with customers, shareholders, employees, business partners, local communities, and all other stakeholders.

We view the Sustainable Development Goals (SDGs) adopted by the United Nations General Assembly in 2015 as an important issue for a social contribution and conduct business activities accordingly. For instance, we are actively involved in environmental preservation activities, participating in regional revitalization projects such as “Asteria Green Activity” with Oguni Town in Kumamoto Prefecture and Semboku City in Akita Prefecture.
For more information on our sustainability activities, please refer to our website: https://en.asteria.com/company/sustainability/

As for “TCFD or an equivalent framework,” none of our businesses — software, design, and corporate investment — entails the burning of fossil fuels nor manufacturing, hence no Scope 1 emissions. Scope 2 is the indirect emissions from the use of purchased electricity and heat, including electricity consumed in physical offices and remote offices, satellite office usage fees, virtual office usage, commuting, and business trips, etc. We are considering a system to enable quantitative disclosure. Regarding Scope 3, there is no upstream supply chain nor emission, but we are preparing to assess downstream emissions and consider how we can measure emissions by the partners and clients of our businesses.

Ensure Diversity in the Appointment of Core Personnel, etc.

Since the company’s foundation, we have been committed to creating a comfortable working environment for our employees through hiring and promotion regardless of gender, nationality, race, religion or ideology.

We are however concerned that presenting numerical targets for diversity may undermine the equality of employment and promotion or cause reverse discrimination; therefore, at the time of submission of this report, it is our intention not to set any new targets. Still, as mentioned above, we have been hiring and promoting employees regardless of gender and nationality. On a non-consolidated basis, the ratio of women in management positions is 26% and that of non-Japanese employees is 5%, and we believe that we have secured the diversity required by the supplementary principles. We therefore aim to maintain these two ratios at approximately the current levels. The percentage of mid-career hires in management positions is 100% because we have not hired new graduates to date, and we do not plan to set a new target for the percentage of mid-career hires in such positions. Since our listing on the Tokyo Stock Exchange in 2007, we have been actively recruiting non-Japanese nationals to strengthen our globalization efforts. We strive to improve the quality of work and life by providing the language training for them, among other measures. Since the fiscal year ending March 31, 2022, we have introduced telework-based work style in all offices, excluding China (U.S., U.K., Singapore, and Japan), as well as location-independent recruitment policy.

Policy on Constructive Dialogue with Shareholders

We recognize the importance of active dialogues with shareholders in order to achieve sustainable growth and increase corporate value over the medium term. To this end, the president attends briefings for individual investors, which serve as opportunities for dialogues with shareholders, and explains the company’s management strategies and financial conditions in an easy-to-understand manner. Dialogue with shareholders is handled by the Public Relations and Investor Relations Department. When shareholders make individual requests, the president and executive officers cater to them to a reasonable extent. The opinions of shareholders obtained through dialogue are reported to the Board of Directors to reflect them in management decisions. As a measure to manage insider information during dialogue, we set “Regulations for Prevention of Insider Trading” to ensure that insider information is not shared with any particular shareholder.

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