Basic Information

Basic Polisy

TechMatrix Corporation (“the Company”) views increasing its corporate value as a top priority, and strives to maintain and enhance its competitiveness,as well as maximize the added value it can provide to customers. To this end, the Company believes that enhancing management transparency and improving management efficiency to enable strategic and speedy management decision-making are the foundations of corporate governance. Based on this basic policy, the Company is working to realize a highly transparent management structure through the participation of Outside Directors and to conduct management decision-making and rapid and appropriate business execution through the separation of management decision-making and the supervision of business execution from the business execution system. The Company is also striving to realize adequate supervision and auditing of management and business execution.
Moreover, the Company also believes that measures to strengthen compliance are an important priority for fulfilling its responsibilities as a corporate citizen.

Reasons for Selecting Corporate Governance System

The Company views increasing its corporate value as a top priority, and strives to maintain and enhance its competitiveness, as well as maximize the added value it can provide to customers. To this end, the Company believes that the foundations of corporate governance is to build a system that balances the above with strategic and speedy management decision-making, prompt and accurate business execution based on the decision-making process, and sufficient supervisory auditing of management and business execution.

Corporate Governance System

Form of Organization

Company with an Audit & Supervisory Committee

Directors

Number of Directors Stipulated in Articles of Incorporation	13
Term of Office for Directors Stipulated in Articles of Incorporation	1 year
Chairman of the Board of Directors	President
Number of Directors	11
Appointment of Outside Directors	Appointed
Number of Outside Directors	7
Number of Outside Directors Designated as Independent Director	7

Skills Matrix

	Corporate management	Finance/ Accounting	Legal/ Risk management	Sales/ Marketing	Industry knowledge/ Technology	Internatio- nalism	Human resources development/ Diversity
Judgment criteria (3 years or more)	Management experience or experience as a full-time director	Finance/ accounting knowledge and experience	Legal, risk management, internal control, and audit experience	Sales or marketing experience	Experience working in the Company's business markets or related markets	Experience in transactions with foreign countries or experience as an officer in an overseas company	Experience in human resources development and training or promoting diversity
Takaharu Yai	○			○	○	○
Yoshihisa Yoda	○			○	○	○
Takeshi Suzuki	○			○	○	○
Kenya Shiga				○	○	○
Hiroaki Yasutake	○			○	○	○	○
Michi Kifu	○			○	○	○	○
Ari Horie	○			○	○	○	○
Hideyuki Sasaki	○	○	○	○		○
Ken Takayama	○	○	○		○	○
Ryota Miura	○		○
Akio Sugihara	○			○	○	○	○

Audit & Supervisory Committee

	All Members(people)	Full time members(people)	Internal Members(people)	Outsiders Directors(people)	Commitee Chair(Chair)
Audit & Supervisory Committee	4	1	0	4	Outside Director

Existence of Directors and Employees Responsible for Assisting the Duties of the Audit & Supervisory Committee

Yes

Voluntary Committees

	Name of Committee	All Members (people)	Full-time Members (people)	Internal Directors (people)	Outside Directors (people)	Outside Experts (people)	Other (people)	Committee Chair (Chair)
Voluntary Committee Equivalent to a Nomination Committee	Personnel Committee	4	1	1	3	0	o	Outsider Director
Voluntary Committee Equivalent to a Remuneration Committee	Personnel Committee	4	1	1	3	0	0	Outsider Director

Outside Directors

Name	Audit & Supervisory Committee Member	Independent Officer	Supplementary Information Related to the Criteria	Reasons for Appointment
Hiroaki Yasutake		○	Mr. Hiroaki Yasutake served as Director of Rakuten, Inc. (currently Rakuten Group, Inc.) until January 10, 2016. The Company’s revenue from Rakuten Group, Inc. accounts for a relatively small share of the Company’s revenue (less than 1% of the Company’s consolidated revenue), and the transaction terms with Rakuten Group, Inc. are similar to those with other companies. Furthermore, the holding purpose of the Company’s shares of Rakuten Group, Inc. have been reclassified from held for purposes other than pure investment to held for pure investment by a resolution of the Board of Directors at a meeting held on June 24, 2022. Accordingly, there is nothing significant that could affect independence.	The Company has judged that Mr. Yasutake’s knowledge and experience in the Internet business and system development field can be put to good use in the Company’s management. Therefore, the Company put forward a proposal on Mr. Yasutake’s appointment to the Ordinary General Meeting of Shareholders in June 2024, and it was approved. In addition, Mr. Yasutake meets the independence requirements for Independent Officers set forth by the Tokyo Stock Exchange. Accordingly, the Company has appointed him as an Independent Officer based on its belief that he does not pose a risk of creating conflicts of interest with ordinary shareholders.
Michi Kaifu		○	Ms. Michi Kaifu is the Chief Executive Officer (CEO) of ENOTECH Consulting, LLC. The Company has transactions related to start-up company surveys with ENOTECH Consulting, LLC. However, payments from the Company to ENOTECH Consulting, LLC are negligible (less than ¥1 million), the transaction amount accounts for a relatively small share of the Company’s revenue, and the transaction conditions are similar to those with other companies. Accordingly, there is nothing significant that could affect independence.	Ms. Michi Kaifu has a wealth of experience and outstanding knowledge in the Internet business and emerging technologies field. The Company expects her to provide effective advice on the Company’s management from the perspective of management strategy as an entrepreneur and consultant and from a standpoint independent of the management team. Therefore, the Company put forward a proposal on Ms. Kaifu’s appointment to the Ordinary General Meeting of Shareholders in June 2024, and it was approved. In addition, Ms. Kaifu meets the independence requirements for Independent Officers set forth by the Tokyo Stock Exchange. Accordingly, the Company has appointed her as an Independent Officer based on its belief that she does not pose a risk of creating conflicts of interest with ordinary shareholders.
Ari Horie		○	Ms. Ari Horie is the Founder and Chief Executive Officer (CEO) of Women’s Startup Lab, Inc. The Company has transactions with Women’s Startup Lab, Inc. concerning an employee training seminar held in June 2021. However, payments from the Company to Women’s Startup Lab, Inc. were negligible (less than ¥1 million), the transaction amount accounts for a relatively small share of the Company’s revenue, and the transaction conditions are similar to those with other companies. Accordingly, there is nothing significant that could affect independence.	Ms. Ari Horie offers a training program for women entrepreneurs in Silicon Valley, U.S. and has a wealth of experience and outstanding knowledge in fostering next-generation leaders based on entrepreneurship. The Company expects her to provide effective advice on the Company’s management from the perspective of women’s advancement in the workplace and from a standpoint independent of the management team. Therefore, the Company put forward a proposal on Ms. Horie’s appointment to the Ordinary General Meeting of Shareholders in June 2024, and it was approved. In addition, Ms. Horie meets the independence requirements for Independent Officers set forth by the Tokyo Stock Exchange. Accordingly, the Company has appointed her as an Independent Officer based on its belief that she does not pose a risk of creating conflicts of interest with ordinary shareholders.
Hideyuki Sasaki	○	○	Mr. Hideyuki Sasaki was an employee (Associate Director of the Internal Audit Department) of Mizuho Corporate Bank, Ltd. (currently Mizuho Bank, Ltd.) until June 29, 2007. The Company’s transactions with Mizuho Bank, Ltd. are negligible in value (less than 1% of the Company’s consolidated revenue). Accordingly, the Company has judged that Mizuho Bank, Ltd. is not a major client of the Company. Following the abovementioned role, Mr. Sasaki served as Senior Audit & Supervisory Board Member of SANYO SPECIAL STEEL, CO., LTD. and Dai-ichi Leasing Co., Ltd. The Company has no transactions with the former company, SANYO SPECIAL STEEL, CO., Ltd. The Company’s revenue from the latter company, Dai-ichi Leasing Co., Ltd., accounts for a relatively small share of its revenue (less than 1% of the Company’s consolidated revenue) and the transaction conditions with the latter company are similar to those with other companies. Accordingly, there is nothing significant that could affect independence. Accordingly, there is nothing significant that could affect independence.	Mr. Hideyuki Sasaki has knowledge and experience in corporate management, internal control and international operations as well as considerable insight into finance and accounting. The Company has judged that Mr. Sasaki’s knowledge and experience in those fields can be put to good use in the Company’s management. Therefore, the Company put forward a proposal on Mr. Sasaki’s appointment to the Ordinary General Meeting of Shareholders in June 2023, and it was approved. In addition, Mr. Sasaki meets the independence requirements for Independent Officers set forth by the Tokyo Stock Exchange. Accordingly, the Company has appointed him as an Independent Officer based on its belief that he does not pose a risk of creating conflicts of interest with ordinary shareholders.
Ken Takayama	○	○	Mr. Ken Takayama served as Director of Rakuten, Inc. (currently Rakuten Group, Inc.) until March 28, 2013. The Company’s revenue from Rakuten Group, Inc. accounts for a relatively small share of the Company’s revenue (less than 1% of the Company’s consolidated revenue), and the transaction terms with Rakuten Group, Inc. are similar to those with other companies. Furthermore, the holding purpose of the Company’s shares of Rakuten Group, Inc. have been reclassified from held for purposes other than pure investment to held for pure investment by a resolution of the Board of Directors at a meeting held on June 24, 2022. Accordingly, there is nothing significant that could affect independence.	Mr. Takayama has a wealth of knowledge and experience in corporate management as well as considerable insight into finance and accounting. The Company has judged that he can monitor overall management and provide effective advice to strengthen corporate governance. Therefore, the Company put forward a proposal on Mr. Sasaki’s appointment to the Ordinary General Meeting of Shareholders in June 2023, and it was approved. In addition, Mr. Takayama meets the independence requirements for Independent Officers set forth by the Tokyo Stock Exchange. Accordingly, the Company has appointed him as an Independent Officer based on its belief that he does not pose a risk of creating conflicts of interest with ordinary shareholders.
Ryota Miura	○	○	Mr. Ryota Miura is a lawyer and Partner at Miura & Partners. The Company has a record of payments made to lawyers at Miura & Partners for legal consultation, advice, and related services. However, the Company’s transaction balance with Miura & Partners accounts for a relatively small share of the Company’s revenue (less than 1% of the Company’s consolidated revenue). In addition, the Company believes that Miura & Partners’ reliance on the Company for transactions is minimal. Accordingly, there is nothing significant that could affect independence.	The Company expects Mr. Miura to provide effective advice from his professional perspective as a lawyer, especially in corporate legal affairs. The Company has judged that Mr. Miura can provide effective advice based on his independent standpoint with no relations with the Company, with the aim of strengthening monitoring functions and corporate governance. Therefore, the Company put forward a proposal on Mr. Miura’s appointment to the Ordinary General Meeting of Shareholders in June 2023, and it was approved. In addition, Mr. Miura meets the independence requirements for Independent Officers set forth by the Tokyo Stock Exchange. Accordingly, the Company has appointed him as an Independent Officer based on its belief that he does not pose a risk of creating conflicts of interest with ordinary shareholders.
Akio Sugihara	○	○	Mr. Akio Sugihara served as Director of Rakuten, Inc. (currently Rakuten Group, Inc.) until June 18, 2019. The Company’s revenue from Rakuten Group, Inc. accounts for a relatively small share of the Company’s revenue (less than 1% of the Company’s consolidated revenue), and the transaction terms with Rakuten Group, Inc. are similar to those with other companies. Furthermore, the holding purpose of the Company’s shares of Rakuten Group, Inc. have been reclassified from held for purposes other than pure investment to held for pure investment by a resolution of the Board of Directors at a meeting held on June 24, 2022. Accordingly, there is nothing significant that could affect independence. He is currently the Representative Director and President of Gurunavi Inc., but sales to this company account for a relatively small proportion of the Company's total sales (less than 1% of the Company's consolidated revenue), and the terms of transactions with this company are the same as those with other companies. Accordingly, there is nothing significant that could affect independence.	Mr. Sugihara has a wealth of experience and outstanding knowledge in Internet business and system development field. The Company has judged that Mr. Sugihara can provide monitoring of overall management and effective advice to strengthen corporate governance. Therefore, the Company put forward a proposal on Mr. Sugihara’s appointment to the Ordinary General Meeting of Shareholders in June 2023, and it was approved. In addition, Mr. Sugihara meets the independence requirements for Independent Officers set forth by the Tokyo Stock Exchange. Accordingly, the Company has appointed him as an Independent Officer based on its belief that he does not pose a risk of creating conflicts of interest with ordinary shareholders.

Directors’ Remuneration

The Corporate Planning Dept. serves as the point of contact and communicates information to the Outside Directors about the Board of Directors. It sends documents covering significant agenda issues for Board of Directors meetings to the Outside Directors prior to meetings. The Corporate Planning Dept. also provides briefings and reports before and after meetings as necessary.

Overview of System for Timely Disclosure

The Company believes that timely disclosure for investors and other stakeholders is an important management issue. Based on this belief, it will actively and rapidly provide disclosure of information.

Specifically, the Company’s internal structure for providing timely disclosure works as follows.

The General Manager of the Corporate Planning Dept. is the Company’s Information Disclosure Manager and Information Handling Manager. Under the direction of the Information Disclosure Manager/Information Handling Manager, the Corporate Planning Dept. discloses information as the department responsible for information disclosure.
With regard to decision facts and financial information (including quarterly disclosure), following institutional decisions on such matters by the Board of Directors or their approval thereof, the department responsible for information disclosure promptly provides disclosure under the direction of the Information Handling Manager.
With regard to occurrence facts and other corporate information, information is gathered from the relevant departments and Group companies and consolidated under the Information Disclosure Manager/Information Handling Manager. The Information Disclosure Manager/Information Handling Manager considers factors such as the materiality of the information and reports material information to the President and CEO. If the information is judged to be a matter for disclosure, the Information Disclosure Manager/Information Handling Manager will instruct the department responsible for information disclosure to disclose it.
The flow of the timely disclosure process described above is depicted graphically in the attachment titled “Timely Disclosure System (Schematic Diagram).”