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Corporate governance

Corporate governance documents

Basic Views on Corporate Governance

MTI’s key management priorities include the establishment of a sound and highly transparent management structure, and the creation of systems to support timely, appropriate decision-making in response to a changing business environment. One of the measures introduced with the aim of achieving these goals was the adoption of a oneyear term of office for directors. This has added a sense of urgency to the management environment, since directors are required to earn the confidence of shareholders every year. We are also working to strengthen and consolidate our compliance systems.


In accordance with our IR policy, we provide timely and accurate disclosure of information including financial results and other key management data. We also emphasize two-way communication with all stakeholders to enhance management transparency and build relationships of trust with market participants.

Overview of Corporate Governance System

MTI is a company with a board of directors and Audit & Supervisory Board.

Board of Directors

MTI holds ordinary meetings of the Board of Directors once a month and extraordinary board meetings whenever necessary. The Board of Directors makes decisions on important matters and oversees the execution of duties by Directors. Meanwhile, Outside Directors fulfil the role of strengthening the oversight function of the Board of Directors and increasing the neutrality and objectivity of management from an independent perspective, free of any interest in MTI. The Board of Directors is comprised of four internal directors (Toshihiro Maeta, Hiroshi Izumi, Koichi Ishikawa and Hiroshi Matsumoto) and five outside directors (Muzhi Zhou, Hikaru Yamamoto, Ryosuke Tsuchiya, Satoshi Fujita and Hideaki Wada).Four Audit & Supervisory Board Members also attend Board meetings to audit the appropriateness of execution of duties by Directors.

Audit & Supervisory Board

The Audit & Supervisory Board Members attend other important meetings besides Board meetings, expressing opinions where necessary, and strive to strengthen the management oversight function. The Audit & Supervisory Board meets once a month, in principle, to exchange opinions on the status of operations at the company and other matters. It also holds discussions and makes resolutions on important matters relating to the audit policy, audit plan and audits. The Audit & Supervisory Board is comprised of four members (Yasuhiko Niwa, Chie Kasahara, Nariki Yasuda and Takako Okuda). All four members are Outside Audit & Supervisory Board Members, and one of them (Yasuhiko Niwa) is a standing Audit & Supervisory Board Member.

Nomination and Remuneration Committee

MTI has established a Nomination and Remuneration Committee for the determination of officers’ remuneration, to ensure the objectivity and transparency of the process. The committee is comprised of four members in total, consisting of one internal director (chairperson: Toshihiro Maeta), one outside director (Satoshi Fujita) and two Advisors (Kazuko Ohya and Yuzo Ishikawa), with outside directors, etc. making up the majority of the committee.

Management Committee

To improve management efficiency and speed up decision-making, the Management Committee, consisting mainly of directors and operating officers, meets two or three times a month to discuss important operational matters. Decisions by the President and CEO are guided by these deliberations. The Management Committee is composed of the President, full-time directors and persons nominated by the President.

Board member

Members by institution

Title Name Board of
directors		 Audit &
Supervisory
board		 Nomination
and
remuneration
committee		 Management
meeting
President & CEO Toshihiro Maeta ◎ ◎ ◎
Executive vice president Hiroshi Izumi 〇 〇
Senior managing director Hiroshi Matsumoto 〇 〇
Managing director Koichi Ishikawa 〇 〇
Outside director Muzhi Zhou* 〇
Outside director Hikaru Yamamoto* 〇
Outside director Ryosuke Tsuchiya* 〇
Outside director Satoshi Fujita* 〇 〇
Outside director Hideaki Wada 〇
Outside auditor
(Standing auditor)		 Yasuhiko Niwa* 〇 ◎ 〇
Outside auditor Chie Kasahara* 〇 〇 〇
Outside auditor Nariki Yasuda* 〇 〇 〇
Outside auditor Takako Okuda* 〇 〇 〇
Advisor Kazuko Ohya 〇
Advisor Yuzo Ishikawa 〇
Members by institution
  • (Note)1　Only directors and advisors are listed above.
  • 2　Mark “◎” describes a chairperson above.
  • 3　Mark “*” describes a independent director above.

Skill matrix

Name Position Expertise / Experience
Corporate
management /
Business strategy		 Marketing Technology
development /
Market development		 IT /
Security		 Financial and
accounting / M&A		 Personnel &
labor affairs /
Organization /
Human resources
development		 Legal
affairs / Risk
management		 Global
experience
Toshihiro Maeta President & CEO 〇 〇 〇 〇 〇
Hiroshi Izumi Director 〇 〇 〇 〇 〇
Hiroshi Matsumoto Director 〇 〇 〇 〇
Koichi Ishikawa Director 〇 〇 〇 〇
Muzhi Zhou Outside director 〇 〇 〇 〇
Hikaru Yamamoto Outside director 〇 〇
Ryosuke Tsuchiya Outside director 〇 〇
Satoshi Fujita Outside director 〇 〇 〇 〇
Hideaki Wada Outside director 〇 〇 〇 〇 〇 〇
Yasuhiko Niwa Outside auditor 〇 〇 〇
Chie Kasahara Outside auditor 〇 〇 〇
Nariki Yasuda Outside auditor 〇 〇
Takako Okuda Outside auditor 〇 〇
Skill matrix
  • (Note) The table above does not represent all kinds of knowledge held by candidates.

Corporate Governance System

Corporate Governance System

Officers and the Reason for each appointment

Outside director Muzhi Zhou

Mr. Zhou has a broad knowledge of economics and has independence without any interest in the Company. We have appointed him as an independent officer based on our judgment that he is an appropriate person able to sufficiently fulfill the role of deciding the management policies and supervising the execution of operations of the Company.

Outside director Hikaru Yamamoto

Ms. Yamamoto has a broad knowledge of marketing and consumer behavior and has independence without any interest in the Company. We have appointed her as an independent officer based on our judgment that she is an appropriate person able to sufficiently fulfill the role of deciding the management policies and supervising the execution of operations of the Company.

Outside director Ryosuke Tsuchiya

Mr. Tsuchiya has a broad knowledge of medical, a wealth experience in organization management of medical institutions, and independence without any interest in the Company. We have appointed his as an independent officer based on our judgment that he is an appropriate person able to sufficiently fulfill the role of deciding the management policies and supervising the execution of operations of the Company.

Outside director Satoshi Fujita

Mr. Fujita has a wealth of experience and extensive knowledge as a business manager. We have appointed him as an independent officer because we have judged that he is an appropriate person from the perspective of supervising whether the execution of duties of the directors of the Company is appropriate from an independent standpoint.

Outside director Hideaki Wada

Mr. Wada has a wealth of achievements and experience and deep insight as a manager. The Company expects him to give advice on the Company’s management policy, based on his insight, to sustainably enhance corporate value, and elected him as a candidate for external director.

Outside auditor (Standing auditor) Yasuhiko Niwa

Mr. Niwa has considerable knowledge and a rich experience of finance and accounting. We have appointed him as an independent officer because we have judged that he is an appropriate person from the perspective of supervising whether the execution of duties of the directors of the Company is appropriate from an independent standpoint.

Outside auditor Chie Kasahara

Ms. Kasahara has extensive experience and broad knowledge in overall corporate legal affairs as a lawyer. We have appointed her as an outside corporate auditor because we have judged that she is capable of auditing the execution of duties of our directors on the basis of her knowledge. In addition, we have appointed her as an independent officer because she is independent without an interest with the Company.

Outside auditor Nariki Yasuda

Mr. Yasuda has been involved in management or served as a manager at major insurance companies over many years and has a wide range of experience and knowledge. The Company elected him as a candidate for external statutory auditor in the hope that he will apply such experience and knowledge to the Company’s audits and provide advice for the continuous improvement of the Company’s corporate value.

Outside auditor Takako Okuda

Ms. Okuda has been engaged in operations that contribute to improving customer satisfaction and stakeholder credibility at major companies over many years, in addition to having insight into marketing, and has a wide range of experience and knowledge. The Company elected her as a candidate for external statutory auditor in the hope that she will apply such experience and knowledge to the Company’s audits and provide advice for the continuous improvement of the Company’s corporate value.

Audits

Audit & Supervisory Board Members’ Audits

The Company is a company with an Audit & Supervisory Board. The Audit & Supervisory Board consists of one standing Audit & Supervisory Board Member and three non-standing Audit & Supervisory Board Members. Chie Kasahara, a non-standing Audit & Supervisory Board Member, has a great deal of experience in corporate legal affairs and considerable knowledge in legal affairs.


A post of assistant to auditor has been created to provide assistance in the duties of Audit & Supervisory Board Members and the Audit & Supervisory Board. One full-time staff member is installed in this post.


Individual Audit & Supervisory Board Members audit the state of execution of duties of individual directors. Their roles also include examining whether or not the execution of duties by any director, executive officer or employee complies with laws, ordinances and the Articles of Incorporation and the performance of auditing aimed at ensuring the appropriateness of accounting and other documents.

Internal audits

In internal audits, the Internal Audit Department (six members), which is under the jurisdiction of the Representative Directors and President, conducts business audit activities focusing on compliance with internal regulations and the efficacy and efficiency of business activities, in addition to auditing the execution of duties. The Internal Audit Department also carries out an evaluation of the efficacy of internal control over financial reporting in accordance with the Financial Instruments and Exchange Act to ensure the reliability of financial reporting.

Accounting audits

  • Name of audit corporation: Ernst & Young ShinNihon LLC.

    ・Certified public accountants who carry out the audit: Masahiro Okonogi, Yonako Emura

    The number of consecutive years conducting audits of MTI as of the end of September 2023 is two years (from January 2022) and one year (from January 2023) respectively.

  • Composition of assistants with audit operations

    Persons who provide assistance for MTI’s accounting audit work consist of 7 certified public accountants and 19 other persons.

  • Policy on appointment of Accounting Auditor and reasons for appointment

    MTI appointed Ernst & Young ShinNihon LLC. as Accounting Auditor based on the results of examination by the Audit & Supervisory Board taking into comprehensive consideration a range of factors including the quality management structure, the independence and expertise of the audit team and audit remuneration.

    MTI’s Audit & Supervisory Board will dismiss the Accounting Auditor based on the unanimous approval of all Audit & Supervisory Board Members if any of the matters set out in the Article 340, Paragraph 1 of the Companies Act is deemed to apply to the Accounting Auditor. In this case, an Audit & Supervisory Board Member elected by the Audit & Supervisory Board will report the dismissal of the Accounting Auditor and the reason for dismissal at the first General Meeting of Shareholders convened after dismissal.

    In cases other than the foregoing where it is deemed difficult for the Accounting Auditor to perform appropriate audits due to the occurrence of events which undermine its suitability or independence, the Audit & Supervisory Board will determine the details of a proposal for the dismissal or non-reappointment of the Accounting Auditor to be submitted to a General Meeting of Shareholders.

Reason why the Audit & Supervisory Board consented to the remuneration, etc. of the Accounting Auditor

The reason why the Audit & Supervisory Board Members gave consent pursuant to Article 399, Paragraph 1 of the Companies Act is that they judged the level of the Accounting Auditor’s remuneration to be appropriate based on confirmation and examination of factors such as the details of the Accounting Auditor’s audit plan, its audit track record and the basis for calculation of the remuneration estimate.

Audit fees

Fiscal year ended September 30, 2023
Fees for audit services
MTI Ltd. 49,000 thousand yen
Consolidated subsidiary 12,120 thousand yen
Total 61,120 thousand yen

Officers’ remuneration

Officers’ remuneration paid to MTI’s Directors and Audit & Supervisory Board Members in the fiscal year ended September 30, 2023 and audit remuneration paid to the Accounting Auditor is as follows.

Total remuneration for each officer category of MTI, total amount by type of remuneration, and number of eligible officers

(Unit: thousand yen)

Officer category Total amount of
remuneration		 Total amount by type of remuneration Number of
eligible officers
(Persons)
Monetary remuneration Non-monetary
remuneration
Basic
remuneration		 Bonus Share-based
remuneration
Directors
(excluding outside directors)		 160,934 113,387 35,064 12,482 4
Outside directors 40,450 40,450 – – 5
Out auditors 41,864 41,864 – – 4
Total remuneration for each officer category of MTI, total amount by type of remuneration, and number of eligible officers
  • (Note) The number of directors subject to compensation excludes one director who does not receive any remuneration.

Total remuneration on a consolidated basis for each officer of MTI

The information is omitted because no officers receive remuneration, etc. of ¥100 million or more.