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.

Reasons for their Appointments

Masaru Tange is the founder of the Company. He has extensive insight and rich experience in corporate management and has demonstrated outstanding leadership. The Company therefore judges that Tange is indispensable for the realization of the sustainable enhancement of the Group’s corporate value and nominates him as Director.

Specialty/ Expected role

Corporate management, Sales/ marketing, Service/ Technology, HR strategy, M&A/ PMI, Finance/ Accounting/ HR, ESG/ Diversity

Michio Sasaki

Title

Director and Vice President

Committees belonging

Compliance Committee

Tenure

Since November, 2020

Other important positions

• Outside Director of Tokyo Electron Ltd.

Reasons for their Appointments

Michio Sasaki was formerly President and CEO of KEYENCE Corporation, and as an Outside Director of the Company, he made significant contributions to strengthening its sales organization. The Company nominates Sasaki as Director, judging that his knowledge is necessary for the Group to generate high added value and achieve further growth toward achieving 100 billion yen in net sales.

Specialty/ Expected role

Corporate management, Sales/ Marketing, Service/ Technology, M&A/ PMI, Corporate governance, ESG/ Diversity, Global

Taichi Hattori

Title

Director and CFO

Committees belonging

Nominating Committee, Compliance Committee

Tenure

Since November, 2021

Other important positions

• Representative Director of SHIFT Growth Capital Inc.

Reasons for their Appointments

Taichi Hattori served as a CFO of a global company and possesses a wealth of experience and broad insight into business management, focusing on financial accounting. The Company nominates Hattori as a candidate for Director, judging that his knowledge will be necessary to strengthen the Group’s business management.

Specialty/ Expected role

Corporate management, M&A/ PMI, Finance/ Accounting/ HR, Corporate governance, ESG/ Diversity, Global

Motoya Kobayashi

Title

Director

Committees belonging

Compliance Committee

Tenure

Since November, 2014

Other important positions

• Director of SHIFT PLUS, Inc.
• Director of MethodoLogic Inc.
• Director of SHIFT ASIA CO., LTD.
• Director of Analytics Japan Co., Ltd.
• Director of VISH Inc.
• Representative Director of ALH Inc.

Reasons for their Appointments

Motoya Kobayashi is one of the founding members of the Company and launched the software testing business, its core business, and was the driving force behind service rollouts and the Group’s development. He has served as a director of several Group companies and is familiar with the Group’s business and organization. The Company therefore judges that he has the knowledge and experience necessary for the Group’s future growth and nominates Kobayashi as Director.

Specialty/ Expected role

Corporate management, Sales/ Marketing, Service/ Technology, HR strategy, M&A/ PMI, Finance/ Accounting/ IR

Takafumi Murakami

Title

Independent Outside Director

Committees belonging

–

Tenure

Since November, 2020

Other important positions

• Representative Director of Significant Inc.
• Outside Director of bellFace Inc.
• Outside Director of BitStar Inc.
• Outside Director of hacomono, Inc.
• Outside Director of SmartHR, Inc.
• Outside Director of XICA Co., Ltd.

Reasons for their Appointments

Mr. Takafumi Murakami has a wealth of experience and broad insight in dialogue with capital markets, governance, and ESG. The Company nominates Mr. Murakami for reappointment as Outside Director, judging that by supervising operations as an Outside Director, he will strengthen the Company’s ability to communicate with capital markets and enhance governance, which is necessary for accelerating the Group’s growth.

Specialty/ Expected role

Corporate management, M&A/ PMI, Finance/ Accounting/ HR, Corporate governance, ESG/ Diversity

Fumiko Motoya

Title

Independent Outside Director

Committees belonging

–

Tenure

Since November, 2020

Other important positions

• Director of APA Co., LTD.
• President and Director of APA Hotels Co., Ltd.
• Director of APA Holdings Co., Ltd.
• Outside Director of TKP Corporation

Reasons for their Appointments

Ms. Fumiko Motoya has a track record as a manager in developing APA Hotels and the APA Group into one of the largest hotel chains in Japan and has a wealth of experience and broad insight into corporate management. The Company nominates Ms. Motoya for reappointment as Outside Director, judging that she will further strengthen the Company’s management system by supervising its overall management and continuous growth.

Specialty/ Expected role

Corporate management, Sales/ Marketing, HR strategy, ESG/ Diversity

Amy Shigemi Hatta

Title

Independent Outside Director

Committees belonging

–

Tenure

Since November, 2023

Other important positions

• Outside Director of Nomura Holding America Inc.

Reasons for their Appointments

Ms. Amy Shigemi Hatta has extensive experience and knowledge regarding capital markets and governance on a global scale, drawing from her experience at one of the world’s largest pension managers and her subsequent activities as an institutional investor. SHIFT nominates Ms. Hatta for appointment as an Outside Director, judging that she will be able to strengthen its knowledge of the front-line overseas corporate trends and overseas capital policy as it explores future management strategies with a view to global markets.

Specialty/ Expected role

M&A/ PMI, Finance/ Accounting/ HR, Corporate governance, Global

Yusuke Arai

Title

Independent Outside Director and Audit & Supervisor Committee Member

Committees belonging

Audit & Supervisor Committee, Nominating Committee, Compliance Committee

Tenure

Since November, 2021

Other important positions

• Audit & Supervisory Board Member of  SHIFT Growth Capital Inc.
• Audit & Supervisory Board Member of  SNC Co., Ltd.

Reasons for their Appointments

Mr. Yusuke Arai has never been involved in the management of a corporation other than as an Outside Director or an Outside Corporate Auditor. However, SHIFT nominates Mr. Arai as a candidate for Independent Outside Director who is an Audit & Supervisory Committee Member, judging that, as a certified public accountant with a high level of professional knowledge and abundant experience in corporate accounting, he would be able to appropriately perform the duties of Independent Outside Director who is an Audit & Supervisory Committee Member.

Specialty/ Expected role

Finance/ Accounting/ IR, Corporate governance, Legal/ Risk Management

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
• 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.
• Outside Director of CULTURE STUDIO TOKYO, Inc.

Reasons for their Appointments

Mr. Tetsujiro Nakagaki is a Managing Partner of a Silicon Valley-based venture capital firm and has a wealth of experience and broad insight gained through investment in and management guidance of numerous IT companies, and we believe he can be expected to play an appropriate role in making decisions on important matters and supervising the execution of business operations as the Company grows both inside and outside Japan. The Company therefore nominates Mr. Nakagaki as a candidate as Outside Director who is an Audit & Supervisory Committee Member.

Specialty/ Expected role

Corporate management, Sales/ Marketing, M&A/ PMI, Finance/ Accounting/ IR, Global

* 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.

Naoko Yanaka

Title

Independent Outside Director and Audit & Supervisor Committee Member

Committees belonging

Audit & Supervisor Committee, Nominating Committee

Tenure

Since November, 2023

Other important positions

• Tokyo International Law Office
• Outside Auditor of SHIFT Growth Capital Inc.
• Supervisory Officer of Mitsubishi Estate Logistics REIT Investment Corporation

Reasons for their Appointments

Although Ms. Naoko Yanaka has not been directly involved in corporate management other than as an Outside Director or Outside Auditor, she not only has extensive legal expertise as a lawyer, but also has a track record of helping to strengthen corporate governance and compliance as Outside Auditor of a subsidiary of the Company, SHIFT Growth Capital Inc., from 2022. Ms. Yanaka also has experience supervising management from an objective perspective as Outside Auditor of another company. The Company nominates Ms. Yanaka as an Outside Director who is an Audit & Supervisory Committee Member, judging that she can be expected to offer supervision and advice from an independent standpoint going forward to ensure the validity and appropriateness of the decision-making of the Board of Directors as it seeks to continuously enhance corporate value.

Specialty/ Expected role

Corporate governance, ESG/ Diversity, Legal/ Risk Management

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

• Yusuke Arai (Chairman)
• Tetsujiro Nakagaki
• Naoko Yanaka

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

• Yusuke Arai (Chairman)
• Masaru Tange
• Tetsujiro Nakagaki
• Naoko Yanaka

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
• Taichi Hattori
• Yusuke Arai
• Yosuke Sugahara
• Toshiaki Hosoda
• Yusuke Maoka
• Tsuyoshi Kimura
• Aki Yamaji

Topics discussed

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