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.

Specialty/ Expected role

–

Michio Sasaki

Title

Director and Vice President

Committees belonging

Compliance Committee

Tenure

Since November, 2020

Other important positions

• Outside Director of ZUIKO Corporation
• Outside Director of Tokyo Electron Ltd.

Reasons for their Appointments

Based on his experience as president of KEYENCE CORPORATION, SHIFT expects that Sasaki can make a significant contribution to further accelerating our growth. Keyence is one of Japan’s leading companies with ¥550 billion of sales, 50% of operating margin, and \11 trillion of market cap as of the end of October 2020. Furthermore, Sasaki has made a significant contribution to strengthening of our sales organization, as independent outside director of SHIFT. Towards 100 billion of sales as a group, SHIFT determined to appoint Sasaki because his knowledge and experiences is necessary to create higher value added and achieve further growth.

Specialty/ Expected role

Sales/ marketing

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 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.

Specialty/ Expected role

Business strategy

Takafumi Murakami

Title

Independent Outside Director

Committees belonging

–

Tenure

Since November, 2020

Reasons for their Appointments

Mr. Murakami has 14 years of extensive experiences at Goldman Sachs as an advisor of dialogues in the capital market. SHIFT expects appointing him as independent outside director will promote to strengthen dialogues and governance system, which is necessary to accelerate our growth.

Specialty/ Expected role

Finance/ accounting/ capital policy, M&A, Internal control/ governance

Fumiko Motoya

Title

Independent Outside Director

Committees belonging

–

Tenure

Since November, 2020

Reasons for their Appointments

Ms. Motoya has broad and profound knowledge and experiences as a manager of Apa Hotel and Apa Group. SHIFT appoints her by expecting that Ms. Motoya would oversee our management and share us her unique insights as the first female director of SHIFT and that this appointment will further enhance our management system.

Specialty/ Expected role

Diversity, Business expansion

Susumu Miura

Title

Independent 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.

Specialty/ Expected role

Finance/ accounting

Kenji Chishiki

Title

Independent Outside Director and Audit & Supervisor Committee Member

Committees belonging

Audit & Supervisor Committee, Nominating Committee

Tenure

Since November, 2018

Other important positions

• Outside Director of Ishii Food 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.

Specialty/ Expected role

Human resources management/ Organizational development

Tetsujiro Nakagaki

Title

Independent Outside Director and Audit & Supervisor Committee Member

Committees belonging

Audit & Supervisor Committee, Nominating Committee

Tenure

Since November, 2020

Other important positions

• Draper Nexus Venture Partners, LLC Managing Director
• Draper Nexus Venture Partners Ⅱ, LLC Managing Director
• DNX VENTURE PARTNERS Ⅲ, LP Partner
• 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 Independent Outside Director and Audit & Supervisor Committee Member, 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.

Specialty/ Expected role

M&A

* 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 Independent Outside Director and Audit Supervisory Committee Member.
* Tetsujiro Nakagaki has been independent outside director of SHIFT since November, 2014. In November, 2020, Mr. Nakagaki was chosen as Independent 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
• Tetsujiro Nakagaki

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 independent outside director should be formally appointed.

Number of meetings

Once a year

Committee members

• Susumu Miura (Chairman)
• Masaru Tange
• Kenji Chishiki
• Tetsujiro Nakagaki

Topics discussed

• Discussions and consultations about members of board of directors
• Evaluations about candidates of independent 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)
• Michio Sasaki
• Motoya Kobayashi
• Susumu Miura

Topics discussed

• Confiming the current status of compliance within SHIFT
• Discussions and implementation to enhance compliance

Executive Officer Council

In order to make the discussions in the board meetings more comprehensive, Executive Officer Council discusses and examines which topics to discuss.

Number of meetings

Each time before the board meeting is held

Committee members

• Yosuke Sugahara
• Toshiaki Hosoda
• Shigeki Komiyama
• Yusuke Maoka

Topics discussed

• Discussions to decide which topics to discuss (such as business activities, COVID-19, ESG, DX, governance, PMI, IR, finances, human resources etc.)