Corporate Governance

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Basic Views on Corporate Governance

The QUICK Group aims to achieve the sustainable enhancement of corporate value by building and maintaining good relationships with its stakeholders through sincere corporate efforts under the QUICK Group Management Philosophy. To achieve the sustainable enhancement of corporate value, the Group recognizes that it is necessary to ensure management transparency and efficiency, establish a management system able to promptly and accurately respond to changes in the business environment, enhance the internal control function including risk management, and fulfill accountability to stakeholders. The Group further recognizes that these are important management issues. In this regard, the Group will work to strengthen and enhance its corporate governance with the following basic policies. The Group will

  1. make efforts to ensure the rights and equality of shareholders,
  2. make efforts for appropriate cooperation with stakeholders other than shareholders (clients, job seekers, readers, local communities, employees, etc.),
  3. make efforts to ensure appropriate information disclosure and transparency,
  4. fulfill the roles and responsibilities of the Board of Directors to make decisions in a transparent, fair, efficient and flexible manner, and
  5. make efforts to hold constructive dialogues with shareholders to contribute to the sustainable enhancement of corporate value.

The QUICK Group "Our Mind” (corporate philosophy and creed) is as follows.

Management Philosophy
Making everyone involved happy
Business Philosophy
Contributing to society through human resources and information businesses
Charter of Corporate Behavior
  1. Compliance with laws and regulations and fair corporate activities
  2. Provision of useful and high-quality services
  3. Sincere communication with stakeholders
  4. Timely and appropriate information disclosure
  5. Ensuring of a safe and comfortable work environment
  6. Full enforcement of information management
  7. Contribution to local communities and environmental conservation
  8. Coexistence with international society
Corporate Code of Conduct
  1. Compliance with laws, regulations and societal norms (8 items)
  2. Relationship with customers (5 items)
  3. Relationship with shareholders and investors (2 items)
  4. Relationship with employees and work environment (6 items)
  5. Contribution to local communities (2 items)
  6. Environmental conservation (2 items)
  7. Coexistence with international society (2 items)

Corporate Governance System

Quick aims to build and maintain good relationships with stakeholders and to "sustainably enhance corporate value" through sincere corporate efforts. By developing our business based on this concept, we hope to meet the trust and expectations of our stakeholders and realize our corporate philosophy of "Making everyone involved happy"
In order to achieve "sustained improvement of corporate value," it is necessary to ensure transparency and efficiency of management, establish a management structure that can respond quickly and appropriately to changes in the business environment, enhance internal control functions such as risk management, and fulfill accountability to stakeholders. The Company recognizes these as important management issues. Of these management issues, the Company considers ensuring management transparency and efficiency to be fundamental to corporate governance. The Company has established the following systems to strengthen and enhance corporate governance.
We also recognize that fulfilling our accountability to stakeholders is an important issue in corporate governance, and strive to disclose corporate and other information, as well as management information such as business conditions, management policies, and business activities in a timely and appropriate manner.

Board of Directors

With regard to the Board of Directors of the Company, the Articles of Incorporation stipulate that the Articles of Incorporation shall not apply to Directors (excluding Directors who are The number of Directors (excluding Directors who are Audit and Supervisory Committee Members) shall be 12 or less, and the number of Directors who are Audit and Supervisory Committee Members shall be 4 or less. The 13 members of the Total Committee are Mr. Tsutomu Wano, Mr. Ichiro Kawaguchi (Chairperson), Mr. Yoshiki Nakai, Mr. Hayashi kizuki, Mr. Kenta Kijima, Mr. Yuki Shibazaki, Mr. Naotaka Okada, Mr. Tsutomu Obara, Ms. Seiko Nakai, and Ms. Miho Sakai, and 3 Directors who are Audit and Supervisory Committee Members (Mr. Toshihiro Kono, Mr. Makoto Saito, and Mr. Hiroyuki Rokugo). Mr. Ichiro Kawaguchi, President and Representative Director, serves as Chairperson.
The five Outside Directors are Seiko Nakai, Miho Sakai, Toshihiro Kono, Makoto Saito and Hiroyuki Rokugo. The five Outside Directors have abundant experience and broad insight, and have no interests in the Company, thereby ensuring their independency. The Board of Directors holds regular monthly meetings and extraordinary meetings as necessary to speedily discuss important matters and make decisions, and appropriately supervise and monitor the execution of duties by Directors.

Structure for Business Operations

We use the executive officer system for the purpose of conducting business operations with speed and flexibility. There is a Group Management Strategy Meeting mainly consisting of the directors and executive officers that meets every month. These meetings provide an opportunity to share information about business operations, management policies and other subjects. The meeting is also used to examine and verify the soundness of the management of business operations.

Auditing System

Audit and Supervisory Committee
Quick is a company with an Audit & Supervisory Committee, and the Audit & Supervisory Committee consists of three Audit & Supervisory Committee members (Mr. Toshihiro Kono, Mr. Makoto Saito, and Mr. Hiroyuki Rokugo), and Mr. Toshihiro Kono, a full-time Audit & Supervisory Committee member, serves as the chairperson. All three Audit and Supervisory Committee members are Outside Directors. The said Audit and Supervisory Committee member (Outside Director) has expertise in general affairs, human resources, accounting, and taxation, or abundant industry experience and broad insight. He has no interest in the Company and his independence is ensured. Each Audit and Supervisory Committee member shall attend important meetings, including Board of Directors meetings, and shall conduct audits using an internal control system and investigate the status of business execution, thereby facilitating the smooth functioning of the Board of Directors (excluding Directors who are Audit and Supervisory Committee members). Group business activities comply with laws and regulations, the Articles of Incorporation, and internal rules.
Accounting Audits
QUICK has an auditing contract with Ernst & Young ShinNihon LLC. In accordance with the Companies Act and the Financial Instruments and Exchange Act, this firm performs accounting audits of the QUICK Group throughout each fiscal year without placing undue emphasis on fiscal period end audits.
Internal Audits
The Internal Auditing Office, which is supervised directly by the Representative Director, performs audits across the entire QUICK Group to confirm that companies are conducting business operations properly. The results of these audits are reported to the Representative Director.

Audit and Supervisory Committee members hold meetings with the accounting auditor and the Internal Auditing Department periodically to share information about audit plans and results. Participants also exchange opinions and other information. Using this interaction to implement audits efficiently helps ensure the effectiveness of audits by the audit and supervisory committee members.

Voluntary Committees

Nominating Committee
Quick has established the Nominating Committee as a voluntary advisory committee. Securities As of the date of submission of this report, the Committee consists of five members, of whom three are Outside Directors (Mr. Toshihiro Kono, Mr. Makoto Saito, and Mr. Hiroyuki Rokugo) and two are Inside Directors (Mr. Tsutomu Wano and Mr. Ichiro Kawaguchi (Chairperson)), to ensure objectivity and clarity.
The Nominating Committee shall appoint Directors (excluding Directors who are Audit and Supervisory Committee Members) as Audit & Supervisory Committee Members In selecting candidates, the Company comprehensively evaluates the policies of the composition of Directors, such as the number of Directors and diversity, as well as the business operation capabilities, leadership, and personalities of individual candidates, and considers the suitability of candidates.
Compensation Committee
Quick has established the Compensation Committee as a voluntary advisory committee. Securities As of the date of submission of this report, the Committee consists of five members, of whom three are Outside Directors (Mr. Toshihiro Kawano, Mr. Makoto Saito, and Mr. Hiroyuki Rokugo) and two are Inside Directors (Mr. Tsutomu Wano and Mr. Ichiro Kawaguchi (Chairperson)), to ensure objectivity and clarity.
The Compensation Committee evaluates and reviews the appropriateness of the compensation, etc. of Directors (excluding Directors who are Audit and Supervisory Committee Members).

Composition of the Board of Directors, Audit & Supervisory Committee, and various committees and the skill matrix

Name Position and Responsibilities in the Company Gender Independent Director Nominating Committee and Compensation Committee Fields of expertise
Business administration Sales and Marketing Industry knowledge Global Business Finance and Accounting Legal affairs and Compliance Digital technology Sustainability ESG
Tsutomu Wano Chairman, Director and Group CEO Male 〇 〇 〇 〇 〇 〇
Ichiro Kawaguchi President and Representative Director Male 〇 〇 〇 〇 〇 〇
Yoshiki Nakai Managing Director and Executive Officer Male 〇 〇 〇
Hayashi kizuki Director and Executive Officer Male 〇 〇 〇
Kenta Kijima Director and Executive Officer
General Manager of Administration and Accounting Division		 Male 〇 〇 〇 〇 〇
Yuki Shibazaki Director and Executive Officer
General Manager of Personnel Placement Business Division and General Manager of Sales Department Second Division		 Male 〇 〇
Naotaka Okada Director and Executive Officer
General Manager of Recruiting Business Division		 Male 〇 〇
Tsutomu Obara Director and Executive Officer
CMO and General Manager of Web Business Planning & Development Division		 Male 〇 〇 〇
Seiko Nakai Director (Outside) Female 〇 〇 〇
Miho Sakai Director (Outside) Female 〇 〇 〇 〇
Toshihiro Kono Outside Director (Full-time audit and supervisory committee member) Male 〇 〇 〇 〇
Makoto Saito Outside Director (Audit and supervisory committee member) Male 〇 〇 〇 〇
Hiroyuki Rokugo Outside Director (Audit and supervisory committee member) Male 〇 〇 〇 〇 〇

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*The above list shows the fields in which each of them has particular specialized knowledge, and does not represent all knowledge and experience.


Attendance of Outside Directors at Board of Directors meetings and Audit & Supervisory Committee meetings (Fiscal year ended Mar. 31, 2025 results)

Position Name Status of attendance, statements, and duties performed in relation to the roles expected of Outside Directors
Director (Outside) Seiko Nakai Seiko Nakai attended 18 of the 18 Board of Directors meetings held during the fiscal year under review (attendance rate of 100%). She provides advice and recommendations in the deliberation of management policies and decision-making based on her abundant business experience and broad insight, and plays a role in ensuring the validity and appropriateness of management judgments.
As a corporate manager of another recruitment business, she has abundant business experience and broad insight mainly in the fields of corporate training, including human resource development and career development.
She has also been making decisions on important management matters and supervising the execution of business of the Company, fulfilling the role expected of an Outside Director.
Director (Outside) Miho Sakai Miho Sakai attended 18 of the 18 Board of Directors meetings held during the fiscal year under review (attendance rate of 100%).
Based on her abundant business experience and broad insight, she provides advice and recommendations in the deliberation of management policies and decision-making, and plays a role in ensuring the validity and appropriateness of management decisions.
She has abundant experience and broad insight in the human resources business, and has been making decisions on important management matters and supervising the execution of business of the Company, fulfilling the role expected of an Outside Director.
Outside Director (Full-time audit and supervisory committee member) Toshihiro Kono Toshihiro Kono attended 18 of the 18 Board of Directors meetings held during the fiscal year under review (attendance rate of 100%), and made statements as necessary in deliberating agenda items. He also attended 13 of the 13 Audit and Supervisory Committee meetings (attendance rate of 100%) and made statements utilizing his experience and expertise gained from outside the Company.
He has been in charge of general affairs and human resources for many years at a global company and has abundant experience and broad insight. He fulfills the role expected of an Outside Director who is an Audit and Supervisory Committee Member by monitoring the Company's overall management and providing appropriate advice.
Outside Director (Audit and supervisory committee member) Takahide Murao Takahide Murao attended 18 of the 18 Board meetings held during the fiscal year under review (attendance rate of 100 ％), and made statements as necessary in deliberating agenda items. He also attended 13 of the 13 Audit and Supervisory Committee meetings (attendance rate of 100 ％) and made statements utilizing his experience and expertise gained from outside the Company.
He has abundant experience and broad insight in the human resources business, and he fulfills the role expected of an Outside Director who is an Audit and Supervisory Committee Member by monitoring the Company's overall management and providing appropriate advice.
Outside Director (Audit and supervisory committee member) Makoto Saito Makoto Saito attended 18 of the 18 Board meetings held during the fiscal year under review (attendance rate of 100 ％), and made statements as necessary in deliberating agenda items. He also attended 13 of the 13 Audit and Supervisory Committee meetings (attendance rate of 100 ％) and made statements mainly from his professional viewpoint as a certified public accountant.
He is a certified public accountant with a wide range of business knowledge and experience in finance, accounting, auditing, etc. He fulfills the role expected of an Outside Director who is an Audit and Supervisory Committee Member by monitoring the Company's overall management and giving appropriate advice, etc.
Outside Director (Audit and supervisory committee member) Hiroyuki Rokugo Hiroyuki Rokugo attended 14 of the 14 Board meetings (attendance rate of 100 ％) held since his appointment on June 21, 2024, and made statements as necessary in deliberating agenda items. He also attended 10 of the 10 meetings of the Audit and Supervisory Committee (attendance rate of 100 ％) held since his appointment on June 21, 2024, and made statements leveraging his experience and expertise outside the Company.
He has abundant experience and broad insight in the human resources business, and he fulfills the role expected of an Outside Director who is an Audit and Supervisory Committee Member by monitoring the Company's overall management and providing appropriate advice.

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Evaluation of the Effectiveness of the Board

Once a year, the Audit and Supervisory Committee confirms the supervisory obligations of the Board of Directors and the status of business execution by Directors by conducting hearings with Directors. In addition, the Board of Directors conducts hearings with each Director once a year to confirm whether the overall effectiveness of the Board of Directors is ensured, including the frequency of meetings of the Board of Directors, the time and content of deliberations, and the way proceedings are conducted. As a result of these confirmations, no doubts have been identified regarding the effectiveness of the Board of Directors as a whole. If any matters requiring improvement are identified as a result of these checks, the Company will report such matters to the Board of Directors and make improvements as necessary.