Comture Corporation_Independent Directors and Auditors Notification.xlsx

Independent Directors/Auditors Notification

１．Basic Information

Company name

COMTURE CORPORATION

Stock code

3844

Date submitted

May 30, 2022

Date of changes

Jun 17, 2022

(Planned)

Due to changes in "2. Independence of Independent Officers and Outside Officers" and "3.

Background of Officers and Reasons for Their Selections."

At the 38th Ordinary General Meeting of Shareholders to be held on June 17, 2022, proposals Reason for this report for the partial amendments to the Articles of Incorporation in connection with the transition to

a company with an Audit & Supervisory Committee, election of six (6) Directors (excluding Directors who are members of Audit & Supervisory Committee) and election of five (5) Directors who are members of Audit & Supervisory Committee are scheduled to be submitted.

All individuals who are qualified to be independent officers are designated as independent officers. (note 1)

２．Independence of Independent Officers and Outside Officers

Outside Director/

Independent

Category (notes 2, 3)

Description

With the

Outside Audit &

No.

Name

Supervisory Board

officer

Not

of change

officer's

a

b

c

d

e

f

g

h

i

j

k

l

consent

Member

applicable

1

Hitoshi Sasaki

Outside Director

○

△

Correction/

Yes

Change

2

Masayuki Tsuzuki

Outside Director

○

○

Correction/

Yes

Change

3

Junko Dochi

Outside Director

○

○

Correction/

Yes

Change

4

Akira Ishihara

Outside Director

○

○

Correction/

Yes

Change

5

Yutaka Harada

Outside Director

△

New

appointment

３．Background of Officers and Reasons for Their Selections

No.

Explanation of suitability to be an officer (note 4)

Reason for selection (note 5)

Mr. Sasaki was employed by The Dai-ichi Life Insurance Company, Limited, which has a

Mr. Sasaki was employed by The Dai-ichi Life Insurance Company, Limited, which has a business

business relationship with COMTURE. In addition, until June 2011, he was the president

relationship with COMTURE, and until June 2011 he was the president of The Dai-ichi Life

of The Dai-ichi Life Information Systems Co., Ltd., which also has a business

Information Systems Co., Ltd., which also has a business relationship with COMTURE. Currently,

relationship with COMTURE.

Mr. Sasaki has no involvement with Dai-ichi Life Information Systems and is not influenced by this

1

COMTURE recorded sales from Dai-ichi Life concerning the construction of IT

company. We believe that Mr. Sasaki can contribute to strengthening corporate governance

systems. In the fiscal year that ended in March 2022, these sales were about 0.2% of

through his objective advice on overall management based on his extensive insight gained

consolidated sales.

through extensive business and management experience.

COMTURE also recorded sales from Dai-ichi Information Systems concerning the

Category "j" in the preceding table applies to Mr. Sasaki. As is explained in the section to the

construction of IT systems. In the fiscal year that ended in March 2022, these sales

left, we believe that he has sufficient independence to ensure there will be no conflicts of interest

were about 0.7% of consolidated sales.

with ordinary shareholders.

Not applicable.

Mr. Tsuzuki was employed at an IT system subsidiary of Mitsubishi Corporation and was then an

advisor at this company. He was then a full-time Audit & Supervisory Board member of Coca-

Cola Central Japan Co., Ltd. and was an outside director of JFE Systems, Inc.

Mr. Tsuzuki is currently not, and never was, an executive of COMTURE or a related company, a

party where COMTURE was a major customer or an executive of such a party, a party that was

a major customer of COMTURE or an executive of such a party, a consultant, accountant or legal

2

professional who received significant monetary or other compensation from COMTURE other than

as a COMTURE officer, or a major COMTURE shareholder.

Mr. Tsuzuki has experience providing advice concerning management from an objective and

independent standpoint to companies in the IT industry. As a result, we believe that he can

provide suitable advice concerning the decision-making process at meetings of the Board of

Directors. In addition, as is explained above, we believe that he has sufficient independence to

ensure there will be no conflicts of interest with ordinary shareholders.

Not applicable.

Ms. Dochi is currently not, and never was, an executive of COMTURE or a related company, a

party where COMTURE was a major customer or an executive of such a party, a party that was

a major customer of COMTURE or an executive of such a party, a consultant, accountant or legal

professional who received significant monetary or other compensation from COMTURE other than

as a COMTURE officer, or a major COMTURE shareholder.

3

Ms. Dochi has extensive experience and knowledge concerning corporate legal affairs as an

attorney. As a result, we believe that she can provide opinions involving our management from an

objective and fair perspective and contribute to strengthening the Company's corporate

governance.

In addition, as is explained above, we believe that she has sufficient independence to ensure there

will be no conflicts of interest with ordinary shareholders.

Not applicable.

Mr. Ishihara was employed by IBM Japan, Ltd. and was an Audit & Supervisory Board member of

this company from July 2012 to March 2020. Currently, Mr. Ishihara has no involvement with IBM

Japan and is not influenced by this company.

Mr. Ishihara has considerable experience and many accomplishments as an Audit & Supervisory

Board member in the IT industry and has accounting and other knowledge and skills that are

4

suitable for serving as a COMTURE Director. In addition, he has experience providing advice

concerning management from an objective and independent standpoint to companies in the IT

industry. As a result, we believe that he can provide appropriate advice concerning the decision-

making process at meetings of the Board of Directors.

In addition, as is explained above, we believe that he has sufficient independence to ensure there

will be no conflicts of interest with ordinary shareholders.

Mr. Harada was employed by Nomura Research Institute, Ltd., which has a business

Mr. Harada was employed by Nomura Research Institute, Ltd., which has a business relationship

relationship with COMTURE. In addition, he served as Senior Corporate Managing

with COMTURE. In addition, he served as Senior Corporate Managing Director of this company

Director of this company from April 2013 to March 2016 and as Audit & Supervisory

from April 2013 to March 2016 and as Audit & Supervisory Board Member from June 2016 to

5

Board Member from June 2016 to June 2020.

June 2020. He has considerable experience in business execution and many accomplishments as

COMTURE recorded sales from Nomura Research Institute concerning the construction

an Audit & Supervisory Board member in the IT industry. As a result, we believe that he can

of IT systems. In the fiscal year that ended in March 2022, these sales were about

provide appropriate advice concerning the decision-making process at meetings of the Board of

3.5% of consolidated sales.

Directors.

４． Supplementary Explanation

Notes:

  1. Mark the checkbox if all outside officers who are qualified to be independent officers are designated as independent officers.
  2. Items to check concerning the category of each officer

a．Executive of COMTURE or its subsidiary

b．Non-executive Director or accounting advisor of COMTURE or its subsidiaries (for outside Audit & Supervisory Board Members) c．Non-executive Director or executive of a parent company of COMTURE

d．Audit & Supervisory Board Member of a parent company of COMTURE (for outside Audit & Supervisory Board Members) e．Executive of a fellow subsidiary company of COMTURE

f．A party whose major client or supplier is COMTURE or an executive thereof g．Major client or supplier of COMTURE or an executive thereof

h．Consultant, accountant or legal professional who receives a large amount of monetary consideration or other property from COMTURE besides compensation as an Audit & Supervisory Board Member

i． Major shareholder of COMTURE (or an executive of the said major shareholder if the shareholder is a legal entity)

j． Executive of a client or supplier company of COMTURE (which does not correspond to any of f, g, or h) (the Director/Audit & Supervisory Board Member himself/herself only)

k．Executive of a company, where COMTURE Outside Directors/Audit & Supervisory Board Members are mutually appointed (the Director/Audit & Supervisory Board Member himself/herself only) l． Executive of a company or organization that receives a donation from COMTURE (the Director/Audit & Supervisory Board Member himself/herself only)

Note that all of the items from "a" to "l" are shortened versions of the text for items designated by securities exchange rules.

  1. "○" when the Director/Audit & Supervisory Board Member presently falls or has recently fallen under the category; "△" when the Director/Audit & Supervisory Board Member fell under the category in the past
    "●" when a close relative of the Director/Audit & Supervisory Board Member presently falls or has recently fallen under the category; "▲" when a close relative of the Director/Audit & Supervisory Board Member fell under the category in the past
  2. When any item from "a" to "l" is applicable to an independent officer, please include a brief explanation.
  3. Please enter the reason for the selection of the independent officer.

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Comture Corporation published this content on 07 June 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 07 June 2022 02:51:04 UTC.