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Overview of Corporate Governance

Our Approach

Recruit Group adopted a holdings company structure in 2012, splitting off key businesses into operating companies. Our aim is to make swift decision-makings in tune with market trends to accelerate business development in rapidly changing markets.
Based on this approach, Recruit Group has delegated authority to its operating companies, which enables each operating company to make business decisions on a daily basis, with the intention of giving each business more autonomy.
M&A is our main approach to expand business overseas. We acquire companies that are a good fit with our philosophy and culture, and let them continue operating autonomously without changing management teams or switching corporate brands in principle. While keeping the good parts of these acquired companies, we transplant our own management expertise in a bid to spur stronger business growth by creating synergies.
As a listed company, in order to enforce proper controls over the entire Group, we also make concerted efforts to maintain a corporate governance structure from a defensive posture, such as creating globally shared rules for making key decisions, and making sure Recruit Holdings quickly notices information about material risks and acts properly to deal with them.

Changes in Corporate Governance

Time Measures
2000 Introduction of the Corporate Executive Officer system
2006 Introduction of the in-house company structure system
2012 Transition to holding company structure and new Group setup
2016 Introduction of Strategic Business Unit (SBU) structure
2018 Group Reorganization

Outline of Group Reorganization

Since April 2016, Recruit Group has worked to increase enterprise value through each of the three SBUs: HR Technology, Media & Solutions, and Staffing. 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. (Chart 1).

Chart 1: Group Reorganization

Chart 1: Group Reorganization

*1 All the subsidiaries in the HR Technology segment are operated under, but their shares are not necessarily held by HR technology SBU headquarters, RGF OHR USA, Inc.

1. HR Technology SBU

Companies in the HR Technology segment, Indeed, Inc. and Glassdoor Inc., began being operated under their SBU Headquarters (RGF OHR USA, Inc.)*1

2. Media & Solutions SBU

The rights and obligations of the Media & Solutions segment of Recruit Holdings were succeeded to Recruit Co., Ltd, a wholly-owned subsidiary of Recruit Holdings with an absorption-type split method that places Recruit Holdings as the split company. This led Recruit Co., Ltd, to become the SBU Headquarters overseeing operating companies in the Media & Solutions SBU.

3. Staffing SBU

Companies operated in the Staffing segment, which comprises Japan and overseas operations, began operated under an existing subsidiary (Recruit Global Staffing B.V.) as the SBU Headquarters.

Under this new structure, we aim to further increase enterprise value by expanding the scope of operations in accordance with business strategies while reinforcing control functions at the three SBUs. While accelerating business expansion on an SBU basis, Recruit Holdings concentrates and strengthens its holding company functions and maintains an appropriate Group governance structure, monitoring structure, and financial data management system (Chart 2).

Chart 2: New Management Structure

Chart 2: New Management Structure

*1 All the subsidiaries in the HR Technology segment are operated under, but their shares are not necessarily held by HR technology SBU headquarters, RGF OHR USA, Inc.

Features of Our Corporate Governance and Initiatives

Recruit Group manages businesses with autonomy as its core concept, and delegates authority to each SBU Headquarters and operating companies for them to operate businesses in a self-sustaining manner. Through the measures outlined below, Recruit Holdings practices effective corporate governance in order to clearly grasp critical information related to operations and risks.

Introduction of Group Policies

Recruit Group Policies have been drawn up as rules to be followed by Recruit Group around the world. The Policies clearly define who has the final authority in key decision-making, and cover in detail a broad range of rules concerning investment management, personnel management, finance and risk management.

Dispatch of Board Members

Key decisions are made by the Board of Directors of each company. Recruit Holdings dispatches directors to fill a majority of the board seats at SBU Headquarters companies, and SBU Headquarters companies dispatch at least one director to important subsidiaries of its SBU in order to influence and supervise key decision-making.

Control by SBU Headquarters

At each SBU Headquarters, a responsible person has been put in charge of each corporate planning, investment management, finance, HR management and risk management. These key people manage and supervise each operating company by coordinating with Recruit Holdings.

Initiatives to Ensure Transparency

On the assumption the three SBUs are acting autonomously, Recruit Holdings and each SBU, as well as each SBU and their operating companies, share risk information in a highly transparent manner with the aim of improving the level of risk management and compliance as a Group, as well as in order to fulfill their accountability as a listed company to their multiple stakeholders.

Specifically, the following initiatives are being undertaken.

  • Recruit Holdings periodically collects and confirms basic information such as organizational structures, responsible persons, the number of litigations and notifications, etc. from each SBU.
  • Every six months, Recruit Holdings and each SBU convene meetings of the Risk Management Committee and the Compliance Committee to comprehensively review and mitigate risks surrounding companies and businesses, and also to confirm strict compliance with laws and regulations.
  • Recruit Group sets up opportunities for experts to ascertain qualitative information in detail for distinct topics such as data security.
  • Directors dispatched from Recruit Holdings to each SBU periodically hold discussions with compliance division of Recruit Holdings to enhance their sharing of information related to compliance and risks.
  • Evaluations of the head of each SBU who is responsible for the SBU's operations include categories for risk management and compliance in order to encourage related activities.

Implementation of Operational Audits

The Internal Audit Department, under the direction of the CEO of Recruit Holdings, directly conducts operational audits at its subsidiaries, auditing key topics such as compliance with Recruit Group Policies and GDPR (data protection regulations in the European Union).