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 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 Principles of the Corporate Governance Code

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

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.

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.

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.

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.

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 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 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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