In the MEISEI Group, we operate our businesses under the management principles of always recognizing the nature of management, striving to challenge toward the future, and contributing to society through business. In aiming to enhance corporate value, we position the maintenance of management transparency, the implementation of timely and appropriate information disclosure, and the implementation of various measures as our basic approach to corporate governance.
In addition, we recognize that the practice and thorough implementation of compliance is vital for corporate management to continue to exist as a going concern. Based on this recognition, officers and employees act based on fairness and a high level of ethics, and we endeavor to develop internal systems by establishing and regularly revising various rules to contribute to the establishment of a corporate structure that is trusted by our stakeholders.
Governance
- TOP
- Sustainability
- Governance
[Overview of corporate governance]
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Fundamental Concepts of Corporate Governance
In the MEISEI Group, we operate our businesses under the management principles of always recognizing the nature of management, striving to challenge toward the future, and contributing to society through business. In aiming to enhance corporate value, we position the maintenance of management transparency, the implementation of timely and appropriate information disclosure, and the implementation of various measures as our basic approach to corporate governance.
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Overview of Corporate Governance Structure and Reasons for Adopting Such Structure
The Company has adopted the structure of a company with an Audit and Supervisory Committee, in order to strengthen the audit and supervisory functions of the Board of Directors and further enhance corporate governance, through the appointment of Directors who are Audit and Supervisory Committee Members with voting rights.
Directors who are Audit and Supervisory Committee Members and the Audit and Supervisory Committee are responsible for the function of auditing the Board of Directors from a standpoint that is independent of business execution and the Board of Directors. In addition, the Company also believes that the speed of management decision-making and the efficiency of business execution have been enhanced through the separation of management responsibilities and business execution responsibilities based on the introduction of an Executive Officer system, while also creating a system for sufficient organizational control.
The Board of Directors of the Company consists of nine Directors (including five Audit and Supervisory Committee Members). It holds regular meetings once a month, in principle, as well as extraordinary meetings when necessary. The activities of the Board of Directors include receiving reports, engaging in discussion, and making decisions concerning matters set forth in laws and regulations and the Articles of Incorporation, as well as other important management matters, and checking the status of business execution.
The Audit and Supervisory Committee consists of five Directors who are Audit and Supervisory Committee Members (including four Outside Directors). It holds meetings once a month, in principle. Each Audit and Supervisory Committee Member attends meetings of the Board of Directors and other important meetings, and endeavors to develop an understanding of the processes for making important decisions and the status of business execution, while also expressing views as necessary and auditing and supervising business execution, mainly through activities such as coordinating with the Internal Audit Department, and reviewing audit plans and reports on the results of financial audits from the Financial Auditor. -
Activities of the Board of Directors
Specific content reviewed by the Board of Directors
The activities of the Board of Directors include receiving reports, engaging in discussion, and making decisions concerning matters set forth in laws and regulations and the Articles of Incorporation, as well as other important management matters, and checking the status of business execution. The Directors responsible for each supervisory department submit reports on the status of progress of fiscal year business plans, engage in specific measures, and endeavor to build systems for more efficient business execution.
In the fiscal year ended March 2025, the Board of Directors engaged in discussion and received reports on matters such as fiscal year plans, individual resolutions, monthly reports and financial reports, as well as the revision and abolition of various rules and the operation of the Sustainability Committee. -
Activities of the Nomination and Remuneration Committee
The composition of the Nomination and Remuneration Committee is as follows
Internal committee member (one): Tetsuji Yanase (chairperson)
Outside committee members (two): Kyoichi Uemura (committee member, Outside Director), Mitsumasa Kishida (committee member, Outside Director)
Specific content reviewed by the Nomination and Compensation Committee
The Nomination and Compensation Committee selects candidates with insight, qualities, and capabilities suited for the management environment in a fair and impartial manner, based on the Director Candidate Selection Criteria, and determines the submission of agenda items to the Board of Directors concerning candidates for Directors and Representative Directors. It also makes decisions concerning the individual compensation of each Director.
In terms of the specific content reviewed in the fiscal year ended March 2025, the committee engaged in deliberation and submitted reports in response to consultation from the Board of Directors as follows, concerning the election and compensation of Directors.
Report in response to consultation concerning the selection of candidates for Directors and Directors who are Audit and Supervisory Committee Members
Report in response to consultation concerning the compensation of Directors
MEISEI Group promotes management that fulfills corporate social responsibilities value by conducting ethical corporate activities fairly and in good faith and striving to permanently enhance corporate value in order to materialize the following three management principles:
“Always work toward the creation of customers and repaying their trust”;
“Contribute to society through business”; and
“Always recognize the nature of management and challenge toward the future.”
This Code defines the basic action guidelines for officers and employees of the MEISEI Group to implement compliance by pursuing profit through fair competition while complying with all laws, rules and their spirit and acting with social common sense based on the following basic principles, to ensure that our existence broadly serves the good of society.
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Legal Compliance
We shall conduct corporate activities not against social norms fairly and in good faith as well as fair and free competition by complying with related laws and regulations and company regulations.
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Respect for Human Rights
We shall respect the basic human rights of every person as well as the character and individuality of each person. We do not accept any discriminatory treatment or harassment.
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Information Disclosure
We shall communicate with society and disclose corporate information in a timely and appropriate manner as a trusted company.
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Workplace environment
We shall work toward the realization of a work environment in which challenge aspirations can be maximized by making use of ingenuity and creativity while maintaining a safe and sound environment.
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Contribution to Society
We shall establish a good relationship with a wide range of stakeholders in the community and contribute to society through our business activities.
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Relationship with Politics and Government
We shall maintain a healthy, normal and transparent relationship with politics and the government.
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Relationship with Antisocial Forces and Organizations
We shall take a firm stand against antisocial forces and groups which pose a threat to social order or sound corporate activities, and shall never provide them with economic benefits.
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Information Management
We shall follow "Basic Policy on Information Security" so as not to compromise the privacy of any individual, and manage personal information and our own confidential information properly and not use it for any purposes other than those required in business.
At MEISEI Group, compliance is a fundamental principle that all officers and employees must observe. Amid growing demand for companies to fulfill their social responsibility and public mission, we recognize that it is a social obligation of the highest priority that each and every person with whom we have an employment contract observes laws and regulations, internal rules, and social norms in the execution of business activities.
The Compliance Committee performs regular monitoring concerning the status of compliance with laws and regulations, etc., and provides compliance training and education activities to employees (including dispatch employees and part-time employees; hereinafter, the same applies). Additionally, the committee also engages in activities related to strengthening governance, such as submitting reports to the Board of Directors and Internal Audit Office concerning the results of investigations into incidents discovered through internal information and reporting contact points, as well as any related response.
The Company has established the “Internal Report Handling Rules,” based on the Whistleblower Protection Act, which provides for the protection of whistleblowers who make reports concerning violations of laws and regulations, and internal rules. Under these rules, the Company has developed a system to thoroughly protect the providers of information and identify and rectify problems in advance, by obtaining information concerning management risks as quickly as possible from employees with knowledge of internal problems, through an external contact point (attorney’s office) and a contact point responsible for reports.
In the future, the Company will continue endeavoring to implement thorough compliance management covering everything from individual problems such as harassment and fraud, to fundamental problems of the Company, such as internal controls and corporate culture.
Of the various risks that arise in the Group’s business activities, material risks that require decisions by management are examined by the relevant departments and discussed by the Board of Directors. For risks related to business operations, risk management is conducted through coordination between the relevant sections and departments, with decisions made in accordance with internal rules and regulations. For important matters related to legal decisions and compliance, the Company enters into advisory contracts with attorneys, tax accountants and other professionals, and consults with other outside experts to carefully review and ensure appropriate handling of these matters.
1.Business risks
(i) Risk of sudden fluctuations in demand in the Group’s markets
(ii) Risk of compensation for completed work
(iii) Risk related to overseas operations
(iv) Risk of fluctuations in foreign exchange rates and interest rates
(v) Customer credit risk
(vi) Estimate risk related to accounting standards
(vii) Risk of unprofitable projects
(viii) Risk of disasters and other emergencies
(ix) Risk of legal regulations and other requirements
(x) Risk of information leaks
2.Other
(i) Violations of laws or regulations that impact business results and financial position
(ii) Accidents or disasters that impact business results and financial position
(iii) Damage caused by IT system failures, information leaks, etc.
(iv) Other serious events that may affect the viability of the Company
*Ministry of land, Infrastructure, Transport and Tourism(MLIT), Ministry of Economy, Trade and Industry(METI),Ministry of the Environment, Labor Standards Bureau, securities exchanges, Japan Fair Trade Commission, police stations, fire departments, hospitals, etc.
Meisei Group is committed to strengthening its risk management framework to ensure stable and continuous business operations. We have identified potential risks that could significantly impact our activities, such as natural disasters, infectious diseases, and system failures, and have developed a Business Continuity Plan (BCP) to address them.
The BCP prioritizes the safety of employees and their families, while focusing on maintaining critical operations, protecting information assets, and establishing a rapid recovery system. Through regular reviews and training, we ensure that the plan remains practical and effective. We will continue to work toward sustainable business operations.
In the event of a large-scale disaster, we will prioritize the safety of employees and their families, fulfill our social responsibilities, and strive to be a trusted company in society. To achieve this, we have established the following basic policies:
(i) Make every effort to ensure the life and physical safety of employees and their families.
(ii) Minimize damage to company facilities and assets.
(iii) Cooperate in relief and recovery activities.
(iv) Prevent secondary disasters, such as the collapse of structures under construction, and ensure the safety of surrounding communities.
(v) Quickly assess the damage to our construction projects and support customers with emergency measures and appropriate recovery activities to maintain their business continuity.
(vi) Aim to become a company resilient to disasters and other risks by regularly reviewing and improving the Business Continuity Plan.
