Corporate Governance Policy

Basic Policy

Our management objective is to become a company that contributes to society at large, including shareholders, customers, employees, and other stakeholders, through sustained business growth. To this end, we are committed to upholding highly transparent and sound corporate management. Since our founding, we have strengthened corporate governance through initiatives such as appointing independent outside directors and establishing compliance as a basic management principle for officers and employees. Our basic policy is to strictly observe laws and regulations, and to conduct business activities with integrity and fairness that do not violate social norms.

Reasons for the Current Corporate Governance System

We established the Audit & Supervisory Board because we believe that an audit system by auditors, including external auditors, is effective for overseeing business execution. The Audit & Supervisory Board consists of three members – one full-time and two part-time auditors – who attend meetings once a month, with extraordinary held meetings as necessary. In addition to regularly exchanging information with internal and accounting auditors, all Audit & Supervisory Board members attend every Board of Directors meeting. They provide opinions from an independent, third-party perspective, ensuring appropriate oversight of decision-making and business execution.

Since the company’s establishment, we have strengthened corporate governance by appointing outside directors. Four of our six Board members are from outside the company. We expect that these outside directors with extensive knowledge and experience will contribute to sound decision-making through the exchange of opinions and information on our business and industry.

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

Disclosure Based on the Corporate Governance Code Princples

Asteria’s corporate missions and management objectives are disclosed on our website and securities reports.

Our Philosophy
Management Objectives

In addition, we report on our management objectives at the annual full-year financial results briefing and at the business strategy briefing held after the General Meeting of Shareholders.

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

Asteria aims to contribute to the sustainable development of society by conducting responsible business activities. To meet societal expectations and build trust, we actively communicate with all stakeholders, including customers, shareholders, employees, business partners, and local communities.

Recognizing the importance of the Sustainable Development Goals (SDGs) adopted by the United Nations General Assembly in 2015, we conduct our business activities with these goals in mind as part of our social contribution efforts. We are actively involved in environmental preservation and regional revitalization projects, such as “Asteria Green Activity” with Oguni Town in Kumamoto Prefecture and Semboku City in Akita Prefecture.

Please refer to our Sustainability Page for more information.

At present, we do not anticipate any events related to climate change risks or revenue opportunities that would have a material impact on our business, which is primarily focused on the provision of software. Taking these business characteristics into account, we continue to enhance our disclosure efforts based on the TCFD or equivalent frameworks from the following perspectives.

Scope 1 emissions are recognized as effectively zero, since we do not manufacture physical products, there are no emissions resulting from fuel combustion or similar activities. Scope 2 refers to indirect emissions from the use of purchased electricity and heat. We are considering a framework to quantitatively measure and disclose emissions, focusing on electricity usage across our diverse working environments, including physical offices and satellite offices established to support remote work. As for Scope 3, there is no supply chain nor emission due to our business structure. However, we are preparing to assess downstream emissions, including those by our business partners and clients.

Moving forward, we will continue to take concrete steps to achieve effective information disclosure in line with the characteristics of our business.

Ensuring Diversity in Key Personnel Appointments

Since our founding, we have upheld a policy of neutrality with regard to gender, nationality, race, religion, and ideology in hiring and promotion, while striving to provide a comfortable working environment. At the time of this report’s submission, we have decided not to set numerical targets, due to concerns that quantitative diversity targets may undermine equal opportunities in hiring and promotion, or potentially result in reverse discrimination.

On a non-consolidated basis, the ratio of women in management positions is 27%, and that of non-Japanese employees is 5%. We believe this fulfills the diversity criteria set forth in the supplementary principles, and aim to maintain the current ratios for these metrics.

Mid-career hires account for 100% of management positions, as no new graduates have been hired to date. At present, there are no specific policies or targets related to promoting mid-career hires into management roles.

Since our listing on the Tokyo Stock Exchange in 2007, we have proactively recruited non-Japanese nationals to strengthen our globalization efforts. By providing employees with language training, we aim to foster an environment in which a diverse team can fully demonstrate its abilities.

In the fiscal year ended March 31, 2022, we adopted a flexible hiring policy permitting remote work across our Japan, Singapore, and North American offices, thereby expanding our access to diverse talent regardless of geographic location.

Policy for Constructive Dialogue with Shareholders

We recognize that proactive dialogue with shareholders is important for achieving sustainable growth and enhancing corporate value over the medium term. To this end, we have established an investor relations function that helps stakeholders better understand our management strategy and financial position. The president also participates in briefings for individual investors, providing clear and accessible explanations as another opportunity for dialogue with shareholders.

Shareholder dialogue is handled by the Public Relations and Investor Relations Department, while the president and executive officers make reasonable efforts to accommodate meeting requests from individual shareholders. Opinions and feedback obtained through dialogue are then reported to the Board of Directors to inform management decisions. Insider Trading Prevention Regulations have been established to enforce strict information management and prevent the disclosure of insider information to specific shareholders.

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