We continuously enhance our corporate governance to ensure the Group’s sustainable growth and increase corporate value over the medium to long term.
Basic Approach
Practicing effective corporate governance is a key part of our corporate social responsibility. Good governance enhances management efficiency and transparency, and helps ensure our corporate value keeps growing. The ARE Holdings Group practices corporate governance that seeks to earn the confidence of our shareholders, business partners, personnel, local communities, and other important stakeholders. In addition to fulfilling the social mission and responsibilities of a publicly listed company, we aim to keep improving our corporate value by maintaining a corporate governance system that can quickly respond to changes in the business environment while emphasizing the importance of compliance.
ARE Holdings Corporate Governance Policies (525KB)
Adherence to Japan’s Corporate Governance Code
The ARE Holdings Group adheres to all the principles of Japan’s Corporate Governance Code, formulated by the Tokyo Stock Exchange. We submit Corporate Governance Reports, which provide investors with 83 items of governance information in a standard format, to the Tokyo Stock Exchange, and we post reports on our website.
Corporate Governance Report (July 30, 2025) (843KB)
Corporate Governance System
As of April 1, 2024
Board of Directors
The Board of Directors comprises executive directors who have expert knowledge of their respective business, technical, or administration departments, as well as outside directors with various expertise essential to corporate management. To further enhance the objectivity and independence of the Board of Directors and ensure that discussions are lively and effective, the majority of members are independent outside directors. The Board consists of seven directors, including five independent outside directors.
The Board of Directors deliberates and decides on basic management policies, management strategies, our medium- to long-term plan, annual plans and other important managerial matters regarding our strategic direction. The Board of Directors met seven times during the fiscal year ended March 31, 2025, and all Directors attended all meetings.
Outside Directors
We have established independence criteria for outside directors and appoint independent outside directors with the capacity to perform their duties independently from the management of the company, considering their individual backgrounds and relationships with the Group. They attend Board of Directors meetings and fulfill their roles and responsibilities as directors. Whenever possible, they also attend executive and management committee meetings at Group companies. As part of their wide-ranging activities, outside directors share their opinions from an independent point of view. In addition, in order to further strengthen cooperation between independent outside directors and executive directors and to establish a system that enables smooth communication and coordination, we have appointed one independent outside director to lead the independent outside directors.
Evaluating the Effectiveness of the Board of Directors
As part of our efforts to enhance corporate governance, we are engaged in a continuous process of analyzing and evaluating the effectiveness of the Board of Directors, as well as in the investigation of improvement measures.
Evaluating the Effectiveness of the Board of Directors in FY2025.3 (41KB)
Attendance at the Board of Directors Meeting (FY2025/3)
Audit and Supervisory Committee
The main agenda items for Audit and Supervisory Committee meetings include, deciding audit policy and plans, auditing financial results, deciding whether to reappoint the accounting auditor, approving compensation to be paid to the accounting auditor, deciding its opinion regarding personnel and remunerations to be paid to directors, auditing business reports and proposals for General Meetings of Shareholders, auditing the internal control system, conducting interviews regarding operations at overseas subsidiaries, and auditing important requests for approval, etc.
The Audit and Supervisory Committee met nine times during the fiscal year ended March 31, 2025, and all Audit and Supervisory Committee members attended all meetings.
Meetings with the audit firm that serves as our accounting auditor were held eight times, and we received regular reports from the Audit Department six times, signally the strengthening of collaboration.
Attendance at the Audit and Supervisory Committee (FY2025/3)
Nomination and Compensation Committees
A Nomination Committee, consisting of one internal director and two independent outside directors, as well as a Compensation Committee, have been established as advisory bodies to the Board of Directors. The chairpersons of both committees are appointed from among the independent outside directors. The aim of these committees is to further enhance corporate governance by ensuring transparency, fairness, and objectivity when appointing and dismissing directors and key management team members and determining director remuneration.
Maintaining an Internal Control System
Aiming to reinforce internal controls, we have established an Audit and Supervisory Committee within the Board of Directors. The Committee includes four independent outside directors and cooperates with the Audit Department and other related departments. The Audit Department assesses the appropriateness and effectiveness of operations, while also auditing compliance with laws, regulations, and company rules. It also gives advice and makes recommendations to each department, and promptly reports to senior management.
Directors
Expected contributions and role
Training
We will regularly provide the opportunity to acquire knowledge, information, etc. necessary for the directors to play their roles and fulfill their responsibilities, by inside specialists and outside instructors. In the fiscal year ended March 31, 2025, we conducted the training under the theme of “Guidelines for Engagement with Equity Method Affiliates and Conduct in Corporate Acquisitions”.
For details, please refer to “ARE Holdings Corporate Governance Policies” (Chapter-V: Corporate Governance Structure / 11. Policies of Training for Directors, Annex Document -7: Training Policies for Directors).
Skill Matrix
Our Board of Directors is composed of executive directors who possess deep expertise in their respective business, technical, and administrative fields, as well as outside directors who bring diverse skills essential for corporate management. Considering the unique characteristics of our business—such as the international experience required for global business expansion and administrative experience for operating businesses that require permits and licenses—we have identified eight key skills necessary for the company as a whole.
Remuneration for Directors
Policy for Determining the Details of Director Remuneration
Methodology for determining decision policies
The Board of Directors requests the Compensation Committee, which consists of three members, including two independent outside directors, to draft a recommendation for remunerating the directors of ARE Holdings. Based on this recommendation, the Board of Directors determines a policy detailing the remuneration for each director.
Overview of the remuneration policy
Director remuneration must be within the limits approved by the General Meeting of Shareholders. The Board of Directors determines the specific director remuneration policy within these limits, based on a recommendation from the Compensation Committee, which plays an advisory role. The remuneration system is designed to motivate directors to improve the Group’s business performance. Their remuneration consists of basic compensation, performance-linked bonuses, and performance-linked stock-based compensation. However, directors who are Audit and Supervisory Committee members receive only basic compensation.
Total Amount of Director Remuneration