Sinanen Holdings Co., Ltd.TSE: 8132

Strengthening Corporate Governance（P59-62）（343KB）

Nov 28, 2025 at 2:51 AM UTC · Issued by Sinanen Holdings Co., Ltd.

Management Foundation

Strengthening Corporate Governance

The Sinanen Holdings Group recognizes that continuously increasing corporate value by ensuring the transparency and soundness of management and by promoting swift decision-making and execution is the basic purpose of corporate governance and sees this effort as an important management issue. Sinanen Holdings Co., Ltd. has adopted a holding company structure to: (1) clarify the delegation of authority and responsibility in each business; (2) expedite management decisions; and (3) establish a Group management system that facilitates flexible, agile management. The Company has also adopted a "company with Audit/Supervisory Committee" structure, seeking to strengthen auditing and supervisory functions and accelerate decision-making, and these objectives are consistent with the aims of the holding company structure. Three new outside directors were appointed in fiscal 2024, improving the independence and diversity of the Board of Directors. An independent outside director serves as the chair of the discretionary Nomination and Compensation Committee. This helps to build an effective governance system by ensuring transparency in executive remuneration and individual appointments.

2015

2016

2017

2018

2019

2020

2021

2023

2024

2025

Converted to a Group with

a holding company

Adopted a "company with Audit/Supervisory Committee" structure

Began evaluating the effectiveness of

the Board of Directors

Appointed

three outside directors

Main initiatives

Evolution of Stronger Governance Corporate Governance System

Cooperation

Auditing

Proposals

Appointment/dismissal

Selection/supervision

Cooperation

Accounting Cooperation audits

Sinanen Holdings

Reporting

Delegation of authority Management/ Management/supervision supervision

Auditing

Audit Department

Risk Management and Compliance Committee

Sustainability Promotion Committee

Management Meeting

President and CEO

Operating Companies

Audit/Supervisory Committee

Board of Directors

Nomination and Compensation Committee

Independent Auditing Firm

General Meeting of Shareholders

(As of June 25, 2025)

Established	Began	Consolidated Group	Established	Introduced restricted	Introduced post-delivery	Expanded functions of
a discretionary	succession planning	internal audit functions	a discretionary	stock compensation plan	performance-linked	the Nomination and
Nomination Committee			Nomination and		share-based	Compensation
			Compensation		compensation system	Committee
			Committee			-

Outside directors

on the board

16% 43% 50% 50% 50% 50% 50% 55% 63% 66%

(As of June 25, 2025)

Board of Directors

Fiscal

2024 19 meetings heldl

Chair

Nakagome Mitsuhashi Nakamura

Outside Directors on the Board

Fiscal

Audit/ Supervisory Committee

2024 13 meetings heldl

(Full-time) Chair

Outside Directors on the Committee

Internal

Ohashi Munakata Shino

Mitani

Muraoka

Takenaka

Munakata Shino Mitani Muraoka Takenaka

External

6out of 9

66%

External

100%

5 out of 5

Overview

The Group's Board of Directors meets regularly once a month and, as necessary, on an ad hoc basis. The Board discusses and deliberates on important executive management matters, progress made in business operations, and measures for resolving issues.

Main Issues Discussed

(Fiscal 2024)

Integration and reorganization of core businesses

Resolutions and reports based on

Japan's Companies Act and Financial Instruments and Exchange Act

Discussions and resolutions on management plans, including the budget for the next fiscal year and the Third Medium-Term Management Plan

Reports on internal audit plans and audit results from the Audit Department

Reports from the Risk Management and Compliance Committee on measures to address serious incidents and harassment cases

Deliberations on important matters such as new businesses and evaluations of Board of Directors effectiveness

The Audit/Supervisory Committee audits and oversees the compliance of directors' execution of their responsibilities and the adequacy and appropriateness of director and executive decision-making. It does this by attending Board of Directors meetings and carrying out audit activities as a committee. Additionally, the committee members exchange opinions with the internal audit departments and accounting auditors.

Main Issues Discussed

(Fiscal 2024)

Overview

Audit policy, audit schedule, and content of audit reports

Appointment of accounting auditors, compensation, audit plans, and audit reports

Group governance framework and appropriateness of organizational operations

Appropriateness of the business investment decision-making process and monitoring process

Initiatives for corporate culture reform, human resource development, and stronger compliance

Committees Supporting Decision-Making

Management Meeting

Business Executive Manager Meeting

Main Activities

Audit report from the accounting

Determination of the audit policy

Exchange of opinions with

This advisory body assists the representative director

and president in decision-making, and it serves as a forum for discussing management policies and other important management matters.

This meeting discusses matters affecting the entire

Group and provides reports to the directors on subjects such as financial results and the medium-term management plan.

2024

auditor

and plan

Exchange of opinions with directors Exchange of opinions with the

president Internal audit report from the

Audit Department

the chairman Exchange of opinions with the accounting auditor

directors Exchange of opinions on new business investment

presidents of Group companies Presentation of internal audit plan and internal audit report by the

Frequency

accounting auditor

2025

Audit Department

In principle, once a month (with additional meetings as

needed)

Chair

Twice a year (with extraordinary meetings as needed

depending on circumstances)

Chair

Apr. May Jun. Jul. Aug. Sep. Oct. Nov. Dec. Jan. Feb. Mar.

Representative Director and President

Members

Representative Director and President

Members*

Exchange of opinions with audit/supervisory

Audit report for the General Meeting of

Exchange of opinions with directors

Internal audit report from the Audit Department

Exchange of opinions with directors

Exchange of opinions with

Full-time directors (including Audit/Supervisory Committee members), executive officers, and individuals designated by the representative director and president

Directors (including Audit/Supervisory Committee members), executive officers, general managers and equivalent, and presidents of Group companies

* Selected employees are scheduled to begin participating as observers in the future.

committee members at Group companies

Shareholders

Exchange of opinions with audit/supervisory committee members at Group companies

presidents of Group companies

Exchange of opinions with the accounting auditor

61 Management Foundation

Evaluation of Effectiveness of Board of Directors

The effectiveness of the Board of Directors is evaluated annually through interviews conducted by the Secretariat of the Board of Directors with all directors.

Main Questionnaire Categories (Fiscal 2024)

(Based on Corporate Governance Code principles)

Securing the rights and equal treatment of shareholders Appropriate cooperation with stakeholders

other than shareholders

Ensuring appropriate information disclosure and transparency

Responsibilities of the Board of Directors and other bodies Dialogue with shareholders

Once a year, we implement interviews of all the directors.

1 Implementing the Interviews

Evaluation Process

In fiscal 2024, the Board of Directors generally implemented the improvements identified in the previous year while also making significant changes to how agenda items are managed by the board. As a result, many survey items showed improvement compared to the prior year, and it was assessed that the board has been operating effectively. In particular, the results showed good performance in three areas: constructive dialogue with shareholders, invigorated deliberations at board meetings, and enhanced information disclosure. These efforts will also be continued in fiscal 2025. On the other hand, the results showed that issues such as promoting greater participation of women in the workforce and addressing sustainability challenges require immediate action. Accordingly, the board will work to make improvements in these areas.

Evaluating Effectiveness and Addressing Challenges

Improving Areas

FY2024
Recognition of Major Issues		Evaluation Results
Constructive dialogue with shareholders	Establishing frameworks to promote rational, forward-looking engagement and dialogue	Actively engaging in dialogue through financial results briefings and IR activities Effectively utilizing investor briefings as opportunities for communication
Invigorating deliberations at board meetings	Conducting Board of Directors meetings so as to foster constructive discussion and exchange of views	Open and lively discussions are taking place, creating an environment where it is easy to speak freely
Prerequisites for ensuring effectiveness	Diversity and appropriate size of the Board of Directors	A balanced composition in terms of gender, knowledge, capabilities, and outside management experience
Risk management system	Developing internal controls and Group-wide risk management systems	Key focus areas have been set and status is reported and shared at the Board of Directors meetings
Enhanced information disclosure	Proactive information sharing from the perspective of corporate governance	Communicating the new management system policy both internally and externally

The Secretariat of the Board of Directors analyzes the interview findings and

reports the results to the board.

2 Analyzing and Evaluating Results

Based on discussions at the Board of Directors, we identify issues and

take improvement measures.

3 Addressing Issues

Issues to Be Addressed

	FY2024		FY2025
Recognition of Major Issues		Evaluation Results	Improvement Measures
Promoting the active participation of women and securing internal diversity	Approach to ensuring diversity in appointments of managers - including women, foreign nationals, and mid-career hires - and in the selection of core human resources	Specific discussions on the appointment of women and non-Japanese nationals remain insufficient	Clarify talent development policies that will enable women and minorities to succeed
Sustainability-related issues	Proactive and active consideration from the perspective of medium- to long-term corporate value enhancement	Opportunities for discussion have increased, but initiatives have yet to begin	Establish cross-Group subcommittees under the Sustainability Promotion Committee to enhance the effectiveness of measures to achieve targets

(As of June 25, 2025)

Nomination and Compensation Committee

Fiscal

2024

9 meetings held

Chair

Mitani

Munakata

Shino Muraoka Takenaka

Outside Directors on the Committee

Executive Compensation

Executive compensation is based on internal regulations, and compensation for directors who are not Audit/Supervisory Committee Members is determined by the discretionary Nomination and Compensation Committee, which is authorized by a resolution of the Board of Directors. Compensation

Main Activities

External

83%

5 out of 6

Nakagome

Internal

Main Issues Discussed

(Fiscal 2024)

Overview

The Company has established a discretionary Nomination and Compensation Committee to discuss the appointment and dismissal of directors as well as directors and auditors at Group companies. The committee also deliberates on executive compensation.

Appointment and dismissal of directors for the Company and its Group companies

Determining executive compensation for the Company and its Group companies

Successor training plans

for directors who are Audit/Supervisory Committee Members is proposed by the discretionary Nomination and Compensation Committee and determined by the Audit/Supervisory Committee. Individual compensation amounts are determined within a range approved by the General Meeting of Shareholders. Compensation for directors consists of fixed compensation, performance-linked compensation, and non-monetary compensation. Performance-linked compensation has been adopted as a sound and appropriate incentive for increasing the corporate value of Sinanen Holdings Group. Directors who are Audit/Supervisory Committee Members receive fixed compensation only. At the 82nd Ordinary General Meeting of Shareholders held on June 24, 2016, the following maximum total compensation amounts were approved: ¥276 million per year for all directors who are not Audit/ Supervisory Committee Members (excluding salaries for directors who are also employees), and ¥72 million per year for directors who are Audit and Supervisory Committee Members. The post-delivery performance-linked share-based compensation system is not included in this compensation limit. To further strengthen incentive benefits, we will continue to revise the basic policy of the executive compensation system, including increasing the proportion of variable compensation, and we will continue to review the director evaluation system. The compensation levels will also be reviewed, taking into account the business environment and industry standards.

2024

Decision on director compensation for fiscal 2024

Discussion of subsidiary personnel matters

Discussion of director appointments for fiscal 2025

2025

Discussion of president candidates for the new integrated company and

director appoinments for June 2025

Details of Executive Compensation (Fiscal 2024)

Officer Type Total Amount*1 (¥ million)	Total Amount by Type (¥ million)	Number of People
	Fixed Performance-Linked Non-Monetary Compensation Compensation Compensation, etc.
Directors (excluding Audit/Supervisory Committee Members and Outside Directors)	137 128 − 9 6
Directors (Audit/Supervisory Committee Members) (excluding Outside Directors)	− − − − −
Outside Directors	56 56 − − 7

Apr. May Jun. Jul. Aug. Sep. Oct. Nov. Dec. Jan. Feb. Mar.

Deliberation on

the outside directors scheduled for appointment in June

Discussion of candidates for president of

the new integrated company

* The total amount of compensation, etc. for directors does not include salaries for directors who serve concurrently as employees.