Appointment or Dismissal of Officers

Basic Policies

Paying respect to the reports from the Nomination and Remuneration Committee, the appointment and dismissal of officers is carried out as follows.

  1. Directors are appointed or dismissed following thorough deliberations by the Board of Directors in accordance with the Regulations on Directors, taking into consideration each candidate’s leadership and problem-solving skills.
  2. Auditors are appointed or dismissed with the consensus of the Board of Auditors in accordance with the Regulations on Auditors and Auditing, taking into consideration each candidate’s auditing suitability.
  3. Outside Directors and Outside Auditors are appointed or dismissed in accordance with the criteria stipulated by the Companies Act and the Tokyo Stock Exchange.
  4. Executive Officers are appointed or dismissed following consideration by the Board of Directors of the candidates’ character and discernment in accordance with the Regulations on Executive Officers and based on reports from the Nomination and Remuneration Committee. When making appointments, the Corporate CEO interviews the candidates and makes recommendations to the Board of Directors based on the interview results, and the Board of Directors then considers the candidates.
  1. In addition, candidates for Outside Directors or Outside Auditors are also interviewed as necessary.

Reporting Process (Example of the Nomination Process)

  1. 1Candidates for officer positions are selected.
  2. 2Candidates prepare materials (including resumes and reasons for the recommendation and selection).
  3. 3Interviews are conducted with candidates as necessary.
  4. 4The Nomination and Remuneration Committee screens candidates and reports to the Board of Directors.
  5. 5The Board of Directors makes a decision based on the report from the Nomination and Remuneration Committee.

Status of Outside Officers

When Prestige International appoints an outside director or outside auditor, the overall balance of knowledge, experience, and capabilities of the Board of Directors is taken into consideration, and highly specialized human resources—lawyers, consultants, business operators, certified public accountants, and others—are selected for the appointment from the perspectives of compliance and risk management.
Although Prestige International does not have independence criteria or policies for appointing outside directors or outside auditors, in conformity with the purport of Article 436-2 of the Tokyo Stock Exchange Listing Regulations, the Group policy is to appoint outside directors and auditors from among human resources whose position does not conflict with the interests of the general shareholders.
While some outside directors and auditors of Prestige International own shares in the company, this ownership fulfills the independence criteria stipulated in the Guidelines on Listing Management. Outside directors and auditors do not have a special relationship with the Prestige International Group and are deemed to independent with no conflicts of interest and are therefore reported as independent officers.
Furthermore, two outside directors and two outside auditors are selected to serve on the Nomination and Remuneration Committee—an advisory body to the Prestige International’s Board of Directors—where they are involved in objectively and impartially selecting corporate officer candidates and determining the remuneration for corporate officers and conducting audits.

Reasons for Outside Officer Appointments

Position Name Reasons for appointment and relationship with Prestige International
Director Toshiaki Seki In particular, he has abundant experience and wide-ranging insight in the real estate industry. In addition, he has extensive knowledge as a corporate manager. Accordingly, he has been appointed as a manager for the supervisory function of the execution of duties by directors.
Toshiaki Seki served as a director of Nomura Real Estate Holdings, Inc. until June 2021. There are business relationships between the Group and our group, such as business outsourcing. The ratio of the transaction results between the Group and our group as of the date of filing of the annual securities report for the fiscal year ended March 2023 was 1.40% of annual consolidated net sales.
We have no other special interest and judge that it does not affect his independence.
Director Izumi Takagi
(Name shown in family register: Izumi Kando)
During our term of office as an outside auditor, we actively express opinions from an independent standpoint based on our abundant knowledge and experience as an attorney at law, and have been sufficiently fulfilled our duties. Since we are familiar with our operations through audits, we have been appointed to provide supervision and advice by utilizing our abundant knowledge and experience in the future. There is no special interest with us.
Director Masayo Koeda
(Name shown in family register: Masayo Hasegawa)
She has extensive knowledge of publicity activities as well as knowledge as a corporate executive. Therefore, she was appointed with the expectation that she will provide advice and proposals from the perspective of female management regarding the supervisory function of the execution of duties by directors as a corporate manager and the establishment of an environment for our goal of "social contribution" and "health and productivity management" and "promotion of women's Advancement," which are important policies of us. There is no special interest with us.
Auditor Katsuhiko Hara He has worked for many years as a certified public accountant in such areas as accounting audits and support for the establishment of internal controls. He has abundant knowledge and experience in the fields of corporate accounting, audits, and internal controls. He has been appointed as a certified public accountant for the purpose of utilizing these knowledge and experience in our audits. There is no special interest with us. He worked for Ernst & Young ShinNihon LLC, which is in charge of auditing our group. From May 1996 to June 2018, I was independent at present. Due to the above, the Company does not believe that the nature of the transaction will affect its independence.
Auditor Masaru Ono As an attorney, he has extensive knowledge in the fields of corporate legal affairs and finance. He was appointed as an Outside Audit & Supervisory Board Member in order to make use of his deep insight based on a wide range of activities, including the experience of executives in the educational community and other companies, in strengthening our auditing system. Masaru Ono serves as a lawyer at the Nishimura & Asahi and entered into a legal advisory agreement with our Group for the last three fiscal years. As of the date of filing of the annual securities report for the year ended March 31, 2023, the contract has been cancelled. In addition, the percentage of remuneration is small, and there is no special interest in the remuneration, and it is determined that the remuneration does not affect his independence.

Skills Matrix

1 2 3 4 5 6 7 8 9 10
Corporate
Management
Organizational
Management
Global
Business
New Business
Strategy/
Sales
Finance/
Accounting
Technology Human
Resources
Development
Legal/Risk
Management
Sustainability Internal
Controls/
Governance
CEO
Shinichi Tamagami
Director
Hiroshi Sekine
Director
Nao Yoshida
Director (External)
Toshiaki Seki
Auditor(External)
Izumi Takagi
Director (External)
Masayo Koeda
Auditor (Full-time)
Norio Yoshida
Auditor (Full-time)
Masaru Sugiyama
 
Auditor(External)
Katsuhiko Hara
Auditor(External)
Masaru Ono

Required Knowledge/Experience

  1. Experience in business management required for overseeing the wide range of businesses of the Prestige International Group
  2. Experience in organizational management necessary for executing the Prestige International Group’s BPO business
  3. Experience in global business that enables the officer to handle the overseas business expansion necessary for the Prestige International Group, which is developing its current global network of 28 bases in 18 countries
  4. Experience with new business strategies and the marketing necessary for the Prestige International Group, which is aiming to grow and develop businesses in a broad range of fields
  5. Financial and accounting knowledge for appropriately understanding the business operations and execution status of the Prestige International Group
  6. IT and digital applications knowledge needed to effectively and efficiently deploy services to end users for the BPO business
  7. Knowledge and experience related to human resources development for achieving continuous future growth of the Prestige International Group
  8. Knowledge related to legal affairs/risk management for minimizing risks in expanding the business growth of the Prestige International Group
  9. Knowledge and experience related to sustainability for realizing community contribution, which is a basic strategy of the Prestige International Group
  10. Knowledge of internal control systems/governance for appropriately overseeing/auditing the business execution status and carrying out business operations appropriately of the Prestige International Group

* Although there are no officers who correspond to “6. Technology,” the Group recognizes the “creation of a PI-DX model” as a significant issue. For this, the functions of Premier Business Technology Inc., which was a consolidated subsidiary (currently dissolved) that plans, develops, operates and maintains IT systems, had transferred to the Company, who works to strengthen technology-related systems and improve quality.

Training for Directors/Auditors

Prestige International established a support system for directors and auditors to undergo training, encouraging them to attend external seminars by subsidizing training costs. In preparation for new directors and auditors taking up their appointments, orientation meetings are held to provide an overview of the company and explain the Group’s management philosophy. Moreover, after taking up their appointments, senior management convenes further orientation meetings, and tours of company offices are carried out so that the new directors and auditors can deepen their understanding of the Prestige International Group.