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Corporate Governance

Based on the Recruit Group management philosophy, our Board of Directors gives priority to corporate governance aimed at achieving long-term and sustainable growth, increasing our enterprise value and shareholder value.

Corporate governance structure

Corporate governance structure

①Our governance system ― Company with an Audit & Supervisory Board

Recruit Holdings has adopted a system called the "Company with an Audit & Supervisory Board" under the Companies Act of Japan. In this unique Japanese system, a member of the Audit & Supervisory Board is directly appointed at the General Meeting of Shareholders and is independent from the Board of Directors. While Audit & Supervisory Board Members don't have voting rights, they attend the Board meetings to effectively supervise the Board of Directors.

②Responsibilities of the Board of Directors

1.Decisions on basic management policies
2.Management oversight
3.Executive decisions that could have a major impact on Recruit Group
4.Decisions on matters required to be resolved by the Board of Directors as provided in relevant laws and regulations

③Responsibilities of the Audit & Supervisory Board

1.Supervising the activities and performance of each Board Director
2.Evaluating the appropriateness and performance of the Accounting Auditor

④Business Strategy Meeting

An advisory body to the CEO and chaired by the CEO. The meeting deliberates matters such as investments and personnel on which authority has been delegated by the Board of Directors.

⑤Strategic Business Unit (SBU)

From April 2018, Recruit Group began operating under a new management structure, as a result of the Group Reorganization with three SBUs at the core. In this structure, Recruit Holdings delegates authority to each SBU Headquarters and operating companies for them to operate businesses in a self-sustaining manner, while practicing effective corporate governance in order to clearly grasp critical information related to operations and risks.

1.Majority of Board members of SBU Headquarters are non-executive Board Directors assigned from Recruit Holdings.
2.Majority of Board members of major subsidiaries of each SBU are non-executive Board Directors assigned from each SBU Headquarters.
3.SBU Headquarters have a responsible person in charge of corporate planning, investment management, finance, HR management, and risk management who manage and supervise each operating company by coordinating with Recruit Holdings.

Please see p52/54 of the Annual Report 2018 for our Group Reorganization.
recruit-holdings.com/assets/pdf/annual/2018/annual_2018_en_all.pdf

⑥Committees

Recruit Holdings has also established voluntary committees as advisory bodies to the Board of Directors*1, to support more transparent and effective corporate governance. The Nomination, Evaluation, and Remuneration Committees are all chaired by independent External Board Directors, and a majority of the committee members are external members.

Nomination Committee

Deliberates the nomination and succession of the President and CEO, Representative Director, and the appropriateness of the process for nominating Board Directors and Corporate Executive Officers.

Evaluation Committee

Deliberates evaluation of Board Director performance and evaluation criteria.

Remuneration Committee

Deliberates remuneration amounts of Board Directors based on performance evaluations, and the remuneration levels and systems for Board Directors and Corporate Executive Officers.

Risk Management Committee

Deliberates key risk themes and measures for Recruit Group.

Compliance Committee

Deliberates compliance themes and measures for Recruit Group.

Sustainability Committee

Deliberates strategy formulation toward Recruit Group Sustainability promotion and progress management.

Human Resources Development Committee*1

Deliberates matters concerning the fostering of key Recruit Group human resources, with the potential for being tapped as future officers, including post assignments, and the status of human resource development.

*1 Human Resources Development Committee is an advisory body to the Board of Directors and Business Strategy Meeting.