As of June 30, 2023
Our Basic Vision for Corporate Governance
Prestige International understands corporate governance within the Group to be the basic framework for corporate management in relation to each stakeholder, including end users, client companies, shareholders, employees, and local communities.
The Group regards enhancing and strengthening corporate governance as our responsibility in order to improve shareholder returns and corporate value and have therefore established the following policies.
- Respect the rights of shareholders and ensure equality
- Work together with each stakeholder in an appropriate manner
- Disclose corporate information appropriately and ensure transparency
- Endeavor to build structures for the Board of Directors and other bodies that enable fair, transparent, swift, and decisive decisions
- Engage in appropriate dialogs with shareholders
Corporate Governance Report (updated on June 30, 2023) (Japanese only) [PDF: 1,969KB]
Group Corporate Governance and Internal Control Systems
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Board of Directors
The Board of Directors prescribes the responsibilities and duties of each business area and administrative department in order to clarify responsibilities and accelerate decision-making in the execution of business operations. In accordance with the Regulations of the Board of Directors, regular meetings of the Board are held once a month with ad hoc meetings held as necessary. Directors discuss and make decisions on items prescribed by law, the Articles of Incorporation, and the regulations of the Board of Directors, as well as report on the status of directors’ execution of duties. There are currently 6 directors (including 3 outside directors and 3 female directors). The term of office of directors is set at one year in order to reflect the wishes of shareholders in a timely manner.
Board of Corporate Auditors
The Board of Corporate Auditors holds regular meetings once a month in accordance with laws/regulations, the Articles of Incorporation, and the Regulations of the Board of Corporate Auditors, at which the auditing policy, annual auditing plans, and other matters are determined. In addition, with regard to audit content, each auditor reports monthly to the Board of Corporate Auditors to share information and confirm the progress of the audit plan. There are currently 4 corporate auditors (including 2 outside corporate auditors).
Board of Executive Officers
Prestige International functions as a holding company with two main group companies: Prestige Core Solution Inc., which oversees domestic BPO business activities, and Prestige Global Solution Inc., which oversees international BPO business activities. Prestige International appointed the directors of major group companies as executive officers of the Company to enable flexible business execution in response to changes in the business environment surrounding the Company and main group companies, as well as to promote the identification and nurturing of candidates to succeed senior managers. The Board of Executive Officers has been established for the purpose of achieving integrated management.
Prestige International established an Internal Audit Office under the direct control of the CEO to conducts audits of individual business departments and Group companies.
Dedicated personnel conduct audits from the perspective of management diagnoses based on the annual internal audit plan and exchange information with corporate auditors and accounting auditors as necessary to ensure the audits are implemented efficiently.
Risk Management and Compliance Committee
Prestige International established the Risk Management and Compliance Committee as an advisory body to the CEO as an organization that comprehensively and exhaustively manages risks for the Prestige International Group overall.
Nomination and Compensation Committee
In order to strengthen the fairness, transparency, and objectivity of procedures related to nomination and remuneration, as well as to further enhance corporate governance, Prestige International established a voluntary Nomination and Compensation Committee as an advisory body to the Board of Directors.
Participation Rate of the Board of Directors
In addition to the number of meetings, the Board of Directors adopts written resolutions that are deemed to be resolutions of the Board of Directors in accordance with Article 370 of the Companies Act and Article 27, Paragraph 2, of the Prestige International’s Articles of Incorporation.
For newly appointed directors, calculations are based on meetings of the Board of Directors held after their appointment.
The composition of the Board of Directors, etc. for the year ended March 31, 2023 was as follows: