その常識、変えてみせる。 SHIFT

Governance Activities

Directors and Reasons for their Appointments

Masaru Tange

Title
President and CEO
Committees belonging
Nominating Committee, Compliance Committee
Tenure
Since September, 2005
Other important positions
  • Director of SHIFT Global Pte Ltd.
  • Director of ALH Inc.
  • Director of Assion, Inc.
  • Director of Saunashi Co., Ltd.
  • Director of SystemI co., Ltd.
Reasons for their Appointments
Masaru Tange is chosen as a CEO since he has led SHIFT as a founder and as President and CEO and is indispensable for realizing SHIFT’s vision.

Shigeru Matsuo

Title
Director, Vice-President and CEO
Committees belonging
Nominating Committee, Compliance Committee
Tenure
Since March, 2017
Other important positions
  • Director of SHIFT Global Pte Ltd
Reasons for their Appointments
Shigeru Matsuo is chosen as Director, Vice President and CFO since he has experience in management of several tens of thousands of people in the manufacturing industry, and has abundant management experience and know-how in a global company. As SHIFT grows and becomes a global company, his experience and knowledge would be utilized in management. He also has deep knowledge of finance and accounting, and will play an important role in resolving issues such as improving profitability.

Motoya Kobayashi

Title
Director
Committees belonging
Compliance Committee
Tenure
Since November, 2014
Other important positions
  • Director of SHIFT PLUS, Inc.
  • Director of ALH Inc.
  • Director of MethodoLogic Inc.
  • Director of SHIFT SECURITY, Inc.
  • Director of Airitech Inc.
  • Director of SystemI co., Ltd.
Reasons for their Appointments
Motoya Kobayashi is chosen as Director since he has launched our current core business, software testing, as a “right-hand man” of Tange, and as one of our founding members, and has been driving the establishment of services and the development of the company. In addition, as a core person in the software test business, he is indispensable for the growth of the business.

Tetsujiro Nakagaki

Title
Outside Director
Committees belonging
Nominating Committee
Tenure
Since November, 2014
Other important positions
  • Managing Director of Draper Nexus Venture Partners, LLC
  • Managing Director of Draper Nexus Venture PartnersⅡ, LLC
  • President and Representative Director of DJ Partners Co., Ltd.
  • Outside director of trippiece Co. Ltd.
  • Outside director of TOKYO BASE Co.,Ltd.
  • Outside director of Innova Inc.
  • Outside director of UNCOVER TRUTH Co., Ltd.
  • Outside director of favy, inc.
Reasons for their Appointments
Tetsujiro Nakagaki is chosen as Director, since he was appointed as Managing Partner of venture capital based in Silicon Valley and possesses wide-ranging knowledge and experiences cultivated through investment and management guidance in numerous IT companies. SHIFT believes that he will be able to sufficiently play roles of supervising the decision making on important matters and business execution as SHIFT grows in Japan and overseas in the future.

Susumu Miura

Title
Outside Director and Audit & Supervisor Committee Member
Committees belonging
Audit & Supervisor Committee, Compliance Committee
Tenure
Since November, 2019
Other important positions
  • –
Reasons for their Appointments
Susumu Miura has abundant experience and wide-ranging knowledge as a manager, and possesses considerable knowledge of finance and accounting. Before our appointment as Audit & Supervisory Committee Member, he has been appointed as a full-time auditor and have knowledge of our audit system. Therefore, SHIFT expects that he will continue to play an role in auditing.

Michio Sasaki

Title
Outside Director and Audit & Supervisor Committee Member
Committees belonging
Audit & Supervisor Committee, Compliance Committee
Tenure
Since November, 2018
Other important positions
  • Outside director of ZUIKO Corporation
  • Outside director of Tokyo Electron Ltd.
Reasons for their Appointments
In building a robust and flexible governance system that will support our rapid growth, SHIFT expects Michio Sasaki would provide advices based on his experience as the representative president of KEYENCE. Therefore, he is chosen as Director and Audit & Supervisor Committee Member.

Kenji Chishiki

Title
Outside Director and Audit & Supervisor Committee Member
Committees belonging
Audit & Supervisor Committee, Nominating Committee
Tenure
Since November, 2018
Other important positions
  • President and CEO of Nihon Kotsu Co., Ltd.
Reasons for their Appointments
Since Kenji Chishiki has in-depth knowledge of the governance system and human resources system which is necessary for our sound growth, he has been chosen as a member of the Audit & Supervisory Committee Member.

* Susumu Miura has been Auditor of SHIFT since 2012. As SHFIT has in place Audit & Supervisory Committee since November, 2019, he was re-chosen as Outside Director and Audit Supervisory Committee Member.

Governance Activities of SHIFT

Audit & Supervisory Committee

In order to enhance the effectiveness of auditing while ensuring mobility, SHIFT has adopted a company with Auditing & Supervisory Committee. Audit & Supervisory Committee checks the status of governance and internal control within SHIFT.

Number of meetings
12 times a year
Committee members
  • Susumu Miura (Chairman)
  • Kenji Chishiki
  • Michio Sasaki
Topics discussed
  • Reports on the activities from each member
  • Discussions with directors and executive officers
  • Evaluation of management’s attitude and measures toward governance and compliance

Nominating Committee

Members in Nominating Committee mainly discusses whethere candidates of outside direcors should be formally appointed.

Number of meetings
Once a year
Committee members
  • Susumu Miura (Chairman)
  • Masaru Tange
  • Shigeru Matsuo
  • Tetsujiro Nakagaki
  • Kenji Chishiki
Topics discussed
  • Discussions and consultations about members of board of directors
  • Evaluations about candidates of outside directors and consultations with the board

Compliance Committee

Members in Compliance Committee discusses about variety of risks including prevention of security incidents and harrasment as well as compliance with laws and regulations.

Number of meetings
Four times a year
Committee members
  • Masaru Tange (Chairman)
  • Shigeru Matsuo
  • Motoya Kobayashi
  • Susumu Miura
  • Michio Sasaki
Topics discussed
  • Confiming the current status of compliance within SHIFT
  • Discussions and implementation to enhance compliance
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