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. 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	Kanako Iwase	Appointed as an executive to oversee the execution of the duties of the directors because of her knowledge as a business operator and her work proactively supporting the independence of refugees currently living in Japan and children’s homes. There are no business dealings or other conflicts of interest between Prestige International and Arusha, Inc., the company for which she serves as president.
Director	Toshiaki Seki	Appointed as an executive to oversee the execution of the duties of the directors because of his abundant knowledge as a business operator and the rich experience and broad insight with regard to the real estate industry in particular. Until June 2021 he served as a director for Nomura Real Estate Holdings, Inc.; although there is a business subcontracting relationship between Prestige International and Nomura Real Estate Holdings, the percentage of transactions between the two corporate groups for the most recent fiscal year reported was 1.47% of annual consolidated sales. There are no other special conflicts of interest between the two groups, and so it was determined that this relationship will not affect his independence.
Auditor	Izumi Takagi (Name shown in family register: Izumi Kando)	Appointed to give recommendations and advice to the Board of Auditors on auditing methods and other matters related to the duties of the auditors because of her recommendations and advice on the construction and operation of internal control systems and to ensure the validity and appropriateness of decision-making by the Board of Directors based on her specialist knowledge as a lawyer. She has no special conflicts of interest with Prestige International.
Auditor	Katsuhiko Hara	Appointed to give recommendations and advice to the Board of Auditors on auditing methods and other matters related to the duties of the auditors because of his recommendations and advice on the construction and operation of internal control systems, accounting methods, and to ensure the validity and appropriateness of decision-making by the Board of Directors based on his specialist knowledge as a certified public accountant. He has no special conflicts of interest with Prestige International. He worked as an auditor for Ernst & Young ShinNihon LLC from May 1996 until June 2018, but he is no longer employed by Ernst & Young ShinNihon LLC and is working independently. Furthermore, because of the nature of the transactions between Prestige International and him, it is thought that this relationship will not affect his independence.

Skills Matrix

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 26 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. Technological knowledge for effectively and efficiently developing services for end-users in the BPO business of the Prestige International Group
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 currently no officers to whom “6. Technology” applies, the company is aware that the creation of PI-DX models is an important theme for the Prestige International Group. Accordingly, the company is transferring the functions of Premier Business Technology Inc.—a consolidated subsidiary of Prestige International that designs, develops, operates, and maintains IT systems—to Prestige International in order to strengthen the technology-related systems and improve product 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.