Fundamental Stance and Structure

(March 30, 2023)

Fundamental Stance

Link and Motivation Inc.’s fundamental stance is to carry out management with a high level of fairness and transparency, based on the philosophy of contributing to the vitality of society through Motivation Engineering, which it has pursued since its establishment. The Company builds sound relationships with all stakeholders, including shareholders, customers, business partners, the community and employees, and takes a long-term perspective in management initiatives to increase the value of the Link and Motivation Group.

The Board of Directors has ultimate authority for fundamental management policies and high-priority tasks as well as decisions regarding key legally mandated issues. In principle, it meets once a month. A Group Management Committee consisting of directors, division general managers and other parties also meets twice each month in principle to enable swift decision-making and flexible organizational responsiveness.

In addition, Audit & Supervisory Board members attend meetings of the Board of Directors to monitor business execution, adherence to laws and regulations and internal company policies, and the propriety and effectiveness of business activities. Audit & Supervisory Board members confirm issues such as the proceedings and procedures of these meetings. Furthermore, an internal auditor conducts internal audits and periodically reports the results of audits to the chairman and the president.

Link and Motivation discloses information pursuant to Japan’s Companies Act and the Financial Instruments and Exchange Law. As a listed company, Link and Motivation also provides information based on the Tokyo Stock Exchange’s regulations on the timely disclosure of company information by issuers of listed securities. Moreover, Link and Motivation considers investor relations programs geared toward stakeholders including shareholders, institutional investors, individual investors and customers to be an important corporate responsibility. Link and Motivation employs generally accepted accounting principles and proactively incorporates the advice of its independent accounting auditor. In addition to systematic disclosure, Link and Motivation also emphasizes voluntary disclosure of information on risk and other issues. Link and Motivation will continue to disclose information in the interest of transparency and speed.

Corporate Governance System

In addition to a management system with a Board of Directors responsible for making important business decisions and supervising business execution, Link and Motivation is a company with an audit and supervisory board as defined by the Companies Act. The Audit & Supervisory Board is independent from the Board of Directors and oversees the execution of duties by directors. The Company will enhance and strengthen its corporate governance system in order to advance management initiatives that continually meet a high level of fairness and transparency.

Corporate Governance System

Corporate Governance Guidelines

The Company has established Corporate Governance Guidelines with the aim of sustainably enhancing corporate value by improving the transparency of corporate management, and ensuring fairness and independence.

Report on Corporate Governance

We submit our Corporate Governance Report to the Tokyo Stock Exchange.

Corporate Governance