Corporate Governance

Basic stance on corporate governance

The “trust and honesty” in the corporate philosophy of the Ai Holdings Group encompasses compliance with laws, while “create new value for people and society as a whole” refers to increasing corporate value to become a more attractive company for stakeholders. In this way, the Group works to enhance its corporate governance.
Recognizing that corporate governance is a necessary prerequisite for management, the Group will pursue speedy, transparent, and rational management decision-making, protect the interests of stakeholders, and achieve sustainable growth and enhance its corporate value over the medium to long term.

Corporate governance structure

Basic company policy on timely disclosures

Ai Holdings believes it must endeavor to continually promote an understanding of its corporate activities through the timely disclosure of management and corporate information. To this end, it has formulated Compliance Regulations, and works to disclose information.
The Group has positioned proactive disclosure as part of its corporate governance initiatives, and actively works to provide timely, fair, accurate, and easy-to-understand information. In addition to information subject to disclosure under the Financial Instruments and Exchange Act, the timely disclosure rules established by the Tokyo Stock Exchange, and other regulations, Ai Holdings provides information relevant to shareholders, institutional investors, analysts, business partners, regional communities, and other stakeholders.

Internal system to ensure timely disclosure

1. In accordance with the provisions set forth in the Financial Instruments and Exchange Act, the timely disclosure rules established by the Tokyo Stock Exchange, and the Group’s Regulations for Management of Internal Information, the representative director and the chief information officer consult with the legal, general affairs, finance, and other related departments and the internal auditing department to determine whether important decisions, events, or operating results at the company (or at its subsidiaries) correspond to information that should be disclosed, and, where necessary, work to strictly manage such information in order to prevent insider trading.
2. In regard to important decisions and operating results, once such items are approved by a resolution of the Board of Directors, the Group promptly discloses the information to the Tokyo Stock Exchange (using the Timely Disclosure network [TDnet]) through the relevant department (public relations), and simultaneously posts it on its website to distribute the information to the general public.
3. In regard to information pertaining to important events, the Group has placed a system for prompt disclosure as soon as such events occur at internal departments (including at subsidiaries). Such information is disclosed based on the decision of the representative director and chief information officer, as per advice of related departments, audit and supervisory board members, and other relevant parties, and in line with the treatment of important decisions mentioned above.
4. With regard to annual securities reports, quarterly securities reports, and other business performance reports that are subject to disclosure under the Financial Instruments and Exchange Act, the corresponding finance department collaborates with the department in charge of disclosure (public relations) to file these with the Finance Bureau in the manner stated above (using the Electronic Disclosure for Investors’ NETwork [EDINET]), after which the reports are disclosed and made available for public inspection by the Finance Bureau.

Corporate governance structure diagram

Internal control system

Basic stance on internal control system, and state of implementation

The Ai Holdings Group has adopted a structure that provides a direction for employees’ actions underpinned by mechanisms such as compliance, internal audits, and risk management, and that ensures the appropriateness of operations in the Group. As a “company with an audit and supervisory board,” Ai Holdings has set up an organization under which reports are made to audit and supervisory board members and initiatives are undertaken to ensure the effectiveness of audits by such members. The Group’s internal control system aims to maintain and enhance corporate and shareholder value while preventing fraud. Ai Holdings believes that continuing to review and improve the system’s function is essential to the realization of our corporate value and sustainable growth, and is central to our management approach.