Basic Approach

Corporate Governance System

The Board of Directors is comprised of 9 Directors, consisting of 9 directors (including 5 outside Directors and 3 female Directors),who are in charge of making managerial decisions and supervising the execution of duties. By inviting independent Outside Directors who have no vested interest in the Company, we have enhanced the supervisory function of the Board of Directors. In principle, a meeting of the Board of Directors is held once a month, and extraordinary meetings of the Board of Directors are held as needed.

The Audit and Supervisory Committee meets every other month in principle, but in previous years it has met almost every month, and in this fiscal year it met 13 times (average time of about one hour each meeting), including via web conference.
In terms of activities in this fiscal year, prior to beginning audits in July, decisions were made regarding the audit policy, plan and allocation of responsibilities. During the term, the Audit and Supervisory Committee exchanged opinions based on reports on operational audits such as head office visits by appointed Audit and Supervisory Committee Member and audits of important approval documents, reviewed and deliberated on internal controls based on reports from the Internal Audit Department, deliberated on the legality of regular Board of Directors meeting proposals, and shared information on risk issues,etc. Furthermore, for proposals when it is deemed necessary to share information with Outside Directors who are not Audit and Supervisory Committee Members, the Outside Directors who are not Audit and Supervisory Committee Members attend as observers to facilitate communication. Specific matters considered during this fiscal year included listening to the opinions of the director in charge regarding the acquisition and cancellation of treasury shares as well as examining their appropriateness and legality while taking into account the information collected by the appointed Audit and Supervisory Committee Member,holding discussions regarding the selection of KAM based on discussions with the accounting auditor, and passing a resolution of concurrence regarding the proposal to appoint candidates for directors who will serve as Audit and Supervisory Committee Member and the director who will serve as substitute Audit and Supervisory Committee Member. The Audit and Supervisory Committee also resolved to approve the reappointment and audit fees of the accounting auditor based on the evaluation of the accounting auditor, and formed opinions regarding the appointment, dismissal, etc., and compensation, etc., of Directors who are not Audit and Supervisory Committee Members.
During this fiscal year, the appointed Audit and Supervisory Committee Member (one person) conducted audits of each department and subsidiary throughout the year, attended major meetings such as the Executive Officer Committee and General Managers’ Meeting, and reviewed various important documents including minutes of important meetings and approval documents. Regarding any points of doubt, the Audit and Supervisory Committee Members received explanations and requested reports from Directors and employees as appropriate, and expressed its opinions. Additionally, the Audit and Supervisory Committee cooperates with the accounting auditor and the Internal Audit Department by attending on-site audits and exchanging opinions as necessary, and also exchanges opinions as necessary with the Administration Department,Accounting Department, and other corporate departments in charge, in order to improve the effectiveness of audits. Other parttime Audit and Supervisory Committee Members attend the Board of Directors and Audit and Supervisory Committee meetings, where they ask appropriate questions and express opinions as appropriate based on their knowledge as accounting and legal experts in response to reports and explanations from the executive directors and appointed Audit and Supervisory Committee Member.

The Nomination and Compensation Committee has been established as an advisory body to the Board of Directors in order to enhance the fairness, transparency, and objectivity of procedures related to the nomination and remuneration of directors of the Company and to improve corporate governance. The Nomination and Compensation Committee receives inquiries from the Board of Directors, thoroughly discusses matters concerning nomination and compensation, etc., and reports to the Board of Directors. Furthermore, the Committee is comprised of the President, the Head of Administration Division, and 3 outside Directors, with the majority being outside Directors.

The Executive Officer Committee is a meeting body that supplements the decision-making process for business activities with the aim of speeding up the decision-making process by substantially delegating authority from the Board of Directors to the executive　directors, and is composed of executive directors and executive officers. An appointed Audit and Supervisory Committee Member attends the meetings as an observer.

The Sustainability Committee has been established to promote management practices that contribute to sustainability, including key ESG issues, so that the Group can achieve sustainable growth and contribute to the creation of a sustainable society.
The Sustainability Committee is composed mainly of directors (excluding outside directors) and executive officers, and deliberates on and decides matters such as the formulation of sustainability policies and the identification of material issues.
In principle, the matters decided are reported to the Board of Directors twice a year.

The skill matrix

Corporate executive officer

Outside Directors’ Role and Independence

AS ONE currently appoints five outside directors. All are registered with the Tokyo Stock Exchange as independent outside directors.

Notes:
1.Directors Kumiyo Nakakoji and Yuko Miura were elected at the General Meeting of Shareholders held on June 26, 2025, and attended all 10 meetings of the Board of Directors held after assuming office as directors.
2.Director Tsukasa Toyoda was elected at the General Meeting of Shareholders held on June 24, 2026.

Officer Compensation

Dialogue with Stakeholders

Corporate Governance Report