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Governance

Corporate Governance

Basic Views

Since its foundation, the management philosophy at Kyoritsu Maintenance has been that “the spirit of the company is to put customers first,” with the management policy of “contributing to the progress of society as a whole through food and housing.” The Company believes that enhancing corporate governance is essential for ongoing expansion and for the maximization of shareholder value over the long term. It is taking steps to speed up management decision-making, to strengthen supervision of management, to emphasize and fulfill accountability, and to disclose information promptly and appropriately, among other matters, and it recognizes that ensuring the transparency and soundness of management is an important issue.

Governance Structure

The Company has established a General Meeting of Shareholders, a Board of Directors, and an Audit and Supervisory Committee as organizations based on the Companies Act, and has appointed an Accounting Auditor in accordance with said Act. In addition to these organizations, it has established a Nominating Committee, a Remuneration Committee, a Group Management Information-Sharing Meeting, an Executive Committee, a Compliance Committee, and a Sustainability Promotion Committee.

Governance Structure

Overview of the Corporate Governance System

Organizational structure: Company with Audit and Supervisory Committee (as of the end of June 2025)

Board of
Directors
Board of Directors Total: 18

Chairperson

President

Koji Nakamura

Term of Office

1 year

Audit and Supervisory Committee
Audit and Supervisory Committee Total: 3

Chair

Director, Audit and Supervisory Committee Member

Takumi Ueda

Term of Office

2 years

Nominating Committee
Nominating Committee Total: 2

Chair

Independent Outside Director

Takayuki Hayakawa

Term of Office

1 year

Remuneration Committee
Remuneration Committee Total: 3

Chair

Independent Outside Director

Takayuki Hayakawa

Term of Office

1 year

Initiatives to Strengthen Corporate Governance

1989

Established the company motto

2007

Established the Compliance Committee

The Company established a Compliance Committee under the Board of Directors and seeks to strengthen its framework centered on the Compliance Committee Secretariat.

2015

Transitioned to a company with an Audit and Supervisory Committee Introduced Outside Directors

As resolved at the 36th Ordinary General Meeting of Shareholders held on June 25, 2015, the Company transitioned from a company with an Audit and Supervisory Board to a company with an Audit and Supervisory Committee. This transition aims to enhance the effectiveness of auditing and supervision by having Audit and Supervisory Committee Members with voting rights at Board of Directors meetings handle audits. Additionally, the Company liaises with internal control departments and its accounting audit firm to ensure more effective audit operations.

2019

Introduced female Directors

The composition of the Board of Directors prioritizes striking a balance between knowledge, experience, and capability regardless of gender, career history, or age, and seeks to advance initiatives aimed at achieving gender equality.

2020

Raised the ratio of Outside Directors in the Board of Directors to at least one-third

In order to strengthen corporate governance, the Company increased the number of Outside Directors and ensured that Outside Directors constitute at least one-third of the Board of Directors as a whole.
By appointing Outside Directors with a focus on independence and expertise, the Company aims to ensure management transparency and objectivity, thereby improving corporate value in a sustainable manner.

2022

Established the Sustainability Promotion Committee

To strengthen its sustainability promotion framework, the Company established a Sustainability Promotion Committee, an organization chaired by the President, to whom it directly reports. This committee advances activities in collaboration with the ESG Promotion Office, various departments, and Group companies. It seeks to implement measures involving addressing environmental issues, contributing to local communities, and promoting diversity.

Established the Nominating Committee and the Remuneration Committee, with a majority of independent Outside Directors

The Company established a Nominating Committee and a Remuneration Committee, primarily composed of Outside Directors, to reinforce a structure ensuring the fairness, transparency, and objectivity of procedures related to director. These committees submit recommendations to the Board of Directors based on deliberations following Board consultations, deliberate and decide on matters delegated by the Board of Directors, and report on the execution of their duties to the Board of Directors, thereby contributing to the enhancement of corporate governance.

Introduced restricted share-based remuneration system

The Company introduced a restricted share-based remuneration system to enable Directors (excluding Audit and Supervisory Committee Members and Outside Directors) to share the benefits and risks of stock price fluctuations with shareholders, thereby strengthening the incentives for improving corporate value.

2024

Formulated a Basic Policy on Company President Succession Plan

In order to ensure continuity in top management and clarify the development of candidates and selection process in anticipation of changes to the President, the Company formulates a policy following deliberations by the Nominating Committee primarily composed of Outside Directors and a formal resolution at a Board of Directors meeting.