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Governance

Fundamental policy

The GALILEI Group is dedicated to promoting fair corporate activities with a strong focus on management transparency. Our goals are to achieve sustainable growth rooted in the trust of society, and to enhance our corporate value over the medium to long term.

Corporate governance system

We have transitioned to a company with an Audit and Supervisory Committee. This change aims to enable faster, more flexible decision-making processes and strengthen oversight. It also enhances discussions on business management strategies. We have established the Nomination Advisory Committee and the Remuneration Advisory Committee, primarily composed of independent outside directors, to review officer nomination and remuneration. This is to ensure objectivity and transparency in the nomination and remuneration decision-making process.

Corporate governance system

Progress in Strengthening Corporate Governance

Progress in Strengthening Corporate Governance
2008
  • The Risk Management Committee was established.
2015
  • Outside directors were appointed.
2018
  • The Nomination Advisory Committee and the Remuneration Advisory Committee were established.
  • The effectiveness of the Board of Directors began to be assessed.
  • The criteria for cross-shareholding were specified.
2019
  • A female director was appointed.
2020
  • GALILEI was converted into a company with an audit and supervisory committee.
  • The Compliance Committee was established.
  • Criteria for submitting proposals to the Board of Directors and the Management Committee were reviewed.
2021
  • The policy for determining individual directors' remuneration was developed.
  • The disclosure policy was developed.
  • The Compliance Guidelines were revised.
  • Criteria for determining the indepen-dence of outside directors were established.
2022
  • The Executive Officer System was introduced.
  • The Restricted Shares Remuneration Scheme was introduced. The Officers’ Retirement Benefits Scheme was abolished.
2025
  • The holding company structure was adopted.

Composition of Board of Directors and Committees and Their Roles

Structure Role
Board of Directors The Board of Directors has oversight of the decision-making process for important matters and the execution of directors’ job duties across the Group. The Board of Directors meets once a month and holds a special board meeting as needed.

(Main discussion topics)
  • Matters relating to business management plans, budgets, financial reporting, etc.
  • Matters relating to organization and human resources
  • Important matters relating to the Group’s business execution
  • Matters relating to internal control and risk management
  • Matters relating to the sustainability policy
Audit and Supervisory Committee

The Audit and Supervisory Committee audits the execution of job duties by the president and other directors. It also oversees the development and implementation of the internal control system.

(Main discussion topics)
  • Audit policies and audit reports
  • Directors’ decision-making process, including the legality, appropriateness, adequacy, and rationality of their decisions
  • Development and implementation of the compliance and risk management frameworks
Nomination AdvisoryCommittee

The Nomination Advisory Committee serves as the advisory body to the Board of Directors to ensure objectivity and transparency in the process of appointing or removing directors and executive officers. The Committee screens candidates based on their competency and aptitude, and the Board selects them based on the Committee’s recommendations.

(Main discussion topics)
  • Recommendations for director candidates
  • Details of the skills matrix
  • Recommendations for executive officer candidates
Remuneration AdvisoryCommittee

The Remuneration Advisory Committee serves as the advisory body to the Board of Directors to ensure the objectivity and transparency in the process of determining directors' remuneration.

(Main discussion topics)
  • Design of the Officer Remuneration Scheme
  • Total remuneration of directors (excluding audit and supervisory committee members)

Officers and Skills Matrix

Officers and Skills Matrix[PDF:869KB]

  • ①Business management
  • ②Marketing and sales
  • ③Manufacturing, research and development, and IT
  • ④International relations
  • ⑤Finance and accounting
  • ⑥Personnel and human resources development
  • ⑦Legal and risk management
  • ⑧Addressing sustainability※1
  • ⑨Embracing the GALILEI Philosophy※2
Name Title
Yutaka Fukushima Chairman
Go Fukushima President
Akira Fukushima Director and Vice President
Takeshi Horinouchi Director and Full-Time Audit and Supervisory Committee Member
Kinuko Hayashi Director and Full-Time Audit and Supervisory Committee Member

Hiroshi Takeuchi Director and Audit and Supervisory Committee Member               ●     
Takao Fujikawa Director and Audit and Supervisory Committee Member                       
Keiichi Yodoshi  Director and Audit and Supervisory Committee Member                       

※1 For GALILEI, addressing sustainability involves making strategic efforts to address the sustainability of society and the global environment. This includes focusing on areas such as diversity, environmental stewardship, and resources, encompassing both ESG and CSR activities. Our aim is to be recognized as a “Happiness Creation Company.”

※2 The GALILEI Philosophy represents our universal guiding principles, which include our corporate philosophy, vision, and code of conduct. We expect our officers to fully embrace this philosophy and act as positive role models for our employees.

Remuneration of Directors and Other Officers

 We have adopted the “Policy for Determining Remuneration and Other Payments for Individuals” by a resolution of the meeting of the Board of Directors held on April 1, 2025. Remuneration of our directors is linked to shareholder returns to ensure that it fully serves as an incentive to sustainably increase the company’s value. It is our policy to use appropriate criteria for determining each director’s remuneration, which take into account their roles and responsibilities.

Types of
remuneration
Brief description Maximum
limit of
remuneration
Basic remuneration Basic remuneration is comprehensively reviewed and determined according to each director's job position, roles and responsibilities, and length of holding office. The company's performance and the employee wage levels are also taken into consideration. Basic remuneration is paid as a fixed amount on a monthly basis. Not more than ¥200 million
(which includes a maximum of ¥30 million per year for outside directors)
Performance-linked remuneration Performance-linked remuneration is paid to executive directors as a bonus at a designated time each year. The amount is calculated based on specific criteria that take each director's job position, roles, and responsibilities, among other factors, into consideration, and consolidated operating profit for each business year is used as a performance indicator. Not more than ¥200 million
Non-monetary remuneration Non-monetary remuneration is given as restricted shares remuneration in order to provide an incentive to sustainably increase the company's value and shareholder returns. The Board of Directors sets the timing for non-monetary remuneration payments. Not more than ¥150 million
(which includes a maximum of ¥12 million per year for outside directors)

Total remuneration (FY2024 actuals)

Directors and other officers Total remuneration
(¥, millions)
Total remuneration by type (¥, millions) Number of eligible directors /
officers
Basicremuneration Performance-linkedremuneration Non-monetaryremuneration
Directors
(excluding Audit and Supervisory Committee members and
outside directors)
410 107 195 107 7
Audit and Supervisory Committee members
(excluding outside directors)
15 13 2 1
Outside directors 34 31 3 4
Total 459 152 195 112 12

Assessment of the Effectiveness of the Board of Directors

We assess the effectiveness of the Board of Directors to improve its performance and decision-making capabilities. We conduct the assessment annually at a designated time and report the assessment results to the Board of Directors for analysis, discussion, and review.

FY2024 assessment and results

Summary of assessment results Assessees: Directors (including audit and supervisory committee members) holding office as of the end of FY2024
Assessment method: Anonymous survey with 24 questions
Key questions
  • The Board of Directors’ composition
  • discussion
  • operation
  • and support system
Assessment results The assessment found the Board of Directors to be largely effective. We believe the Board of Directors remains effective overall. We will address the findings of this assessment and make improvements accordingly.

Communication with shareholders and investors

Stance on constructive dialogue with shareholders and investors

  1. The GALILEI Group promotes disclosure of management information in an appropriate manner at appropriate times to incorporate opinions from shareholders and investors into business operations. The GALILEI Group strives to ensure sustainable growth and enhance corporate value over the medium-to-long term through constructive dialogue with shareholders and investors.
  2. In the GALILEI Group, the President serves as the top-level administrator of information disclosure and the staff in charge of investor relations in Corporate Planning Section, General Affairs Group prepare disclosure materials in cooperation with the Financial Department and the Sales Strategy Department to further improve dialogue with shareholders and investors.
  3. The results of investor relations and opinions received from shareholders and investors through communication are reported to the Board of Directors four times a year.

Communication with shareholders and investors

The GALILEI Group holds a financial results briefing at which the President presents financial results and the management policy of the Group to institutional investors on a half-year basis.

Shareholders and investors can meet individually with the top management and the staff in charge of investor relations in Corporate Planning Section, General Affairs Group. They are also invited to exclusive factory tours and other events.

決算説明会の様子
Financial Results Briefing

Compliance

To ensure adherence to laws and regulations, business ethics, and our company rules during the course of business operations, we have established a set of Compliance Guidelines. These guidelines serve as a code of conduct, outlining the fundamental principles and standards that must be followed by all employees. To reinforce the importance of these guidelines, we regularly conduct compliance training for all employees of the GALILEI Group.

In addition, we regularly publish Compliance Newsletters on our intranet, which explain internal rules that are relevant to everyday work and things that everyone should be aware of. This is part of our eorts to raise compliance awareness among employees. The Legal Department identies the laws and regulations that we should be particularly aware of when we carry out business operations. If any of those laws and regulations are amended, the Legal Department will promptly notify the operating companies and instruct them to take necessary actions.

Code of Conduct (Compliance Guidelines)[PDF:142KB]

Compliance Promotion Framework

We have established a Compliance Committee both at GALILEI CO. LTD. and at its operating companies to advance our compliance efforts. The Compliance Committee at GALILEI CO. LTD., chaired by the president, formulates the Group’s compliance policy and action plans, based on which the Compliance Committee at each operating company develops and implements its own action plan. This structure ensures that compliance efforts are promoted effectively across the GALILEI Group. Quarterly reports on the operating companies’ compliance activities are organized by the Compliance Committee Administrative Office of GALILEI CO. LTD. and presented to the Board of Directors.

Enhanced compliance initiatives

To ensure adherence to laws and regulations, business ethics, and our company rules during the course of business operations, we have established a set of Compliance Guidelines. These guidelines serve as a code of conduct, outlining the fundamental principles and standards that must be followed by all employees. To reinforce the importance of these guidelines, we regularly conduct compliance training for all employees of the GALILEI Group.
This training is designed to ensure that every member of our team is thoroughly informed about, and familiar with, the Compliance Guidelines. We ensure that, in addition to new staff training and level-specific training for managerial staff, compliance training is included in role-specific training conducted by the GALILEI Academy and the Sales Academy. We also provide regular training for our suppliers and vendors. Training about specific topics that we organize from time to time, such as the Subcontract Act, helps our employees to improve their knowledge of laws and regulations, and 14 topic-specific training sessions were held in FY2024.
In addition, we regularly publish Compliance Newsletters on our intranet, which explain internal rules that are relevant to everyday work and things that everyone should be aware of. This is part of our efforts to raise compliance awareness among employees.
The Legal Department identifies the laws and regulations that we should be particularly aware of when we carry out business operations. If any of those laws and regulations are amended, the Legal Department will promptly notify the operating companies and instruct them to take necessary actions.

Internal whistleblowing system

We have implemented an internal whistleblowing system to swiftly detect and address instances of fraud or corruption. This system includes both an external point of contact, provided by a law firm, and an internal contact point within our Internal Audit Department. Employees are able to raise their concerns anonymously. When a concern is raised or reported, the Internal Audit Department and other relevant departments initiate a prompt investigation to resolve the issue as quickly as possible. During the investigation, we take all necessary measures to protect the whistleblower’s privacy and to ensure that the whistleblower is not unfairly treated, and we prohibit retaliation. To further promote compliance efforts and build even stronger relationships with business partners, we have also set up a Harassment Hotline handled by the Human Resources Department as well as a Compliance Hotline for our business partners to report concerns.

Prevention of corruption and bribery

The GALILEI Group has incorporated the “Fair and Equitable Business Transactions” section into its Code of Conduct (Compliance Guidelines) to prevent corruption and bribery.

In 2023, we also established and distributed the GALILEI Group Sustainable Procurement Guidelines to our business partners to fully eradicate corruption and bribery across our entire supply chain.

Protection of personal information

The GALILEI Group has incorporated the “Protection of Personal Information” section into the Code of Conduct (Compliance Guidelines) to ensure that no personal information is leaked or used for non-business purposes.

Basic Policy on the Protection of Personal Information

Elimination of relationships with anti-social forces

The GALILEI Group has incorporated the “Resoluteness in Dealing with Anti-Social Forces” section into the Code of Conduct (Compliance Guidelines) to stand firm against anti-social forces and to ensure that we do not have any relationships whatsoever with them. In addition, we strive to build and maintain at all times relationships of trust with the police and other external organizations. In the event of an emergency, we will work closely with those external organizations to ensure the safety of our companies and all stakeholders.

Relationships with political or administrative organizations

The GALILEI Group maintains highly transparent and sound relationships with political or administrative organizations. If we make donations or offer benefits or favors, we will ensure that we follow the proper procedures and comply with all applicable laws and regulations as well as our company rules.

Risk Management

The GALILEI Group effectively minimizes and manages risks associated with its business operations in accordance with its Risk Management Rule.

Risk Management Promotion Framework

We have formed the Risk Management Committee to analyze, assess, and manage various risks that could negatively impact our business execution or resources. Following the transition to the holding company structure, the Risk Management Committee has become a group-wide committee to maintain the Group’s risk management efforts. We report on risk management to the Board of Directors on a quarterly basis.

Risk Assessment

The Risk Management Committee identifies potential risks, prioritizes them, and develops mitigation strategies for those with the highest priority and impact.

Major risks

Risk category Challenge Action
Risks associated with procurement
  • Soaring raw material prices
  • Supply disruptions due to natural disasters or business partners’ operational problems
  • Consider central procurement of parts and materials.
  • Increase in-house production of parts and materials.
  • Purchase parts and materials from multiple sources.
Risks associated with the management of the Group
  • Inadequate control of the group companies
  • Set up a Group Management and Planning Office to consolidate information among group companies.
  • Implement a common management system at each group company.
Risks associated with human resources
  • Shortages of contractors and supervisors for installations
  • Employee turnover
  • Ensure that the GALILEI Juku provides support for employees to obtain installation management qualifications.
  • Ensure that the GALILEI Academy provides support for younger employees to improve their technical skills and play an active part in their workplace as soon as possible.
  • Carry out regular employee engagement surveys.
Risks associated with information security
  • Information security breaches caused by cyber attacks, unauthorized access, or internal fraud
  • Improve vulnerability management and data protection.
  • Provide training for both management and employees and raise their awareness.
 Risks associated with natural disasters
  • Business disruptions
  • Perform hazard surveys when opening or relocating offices or factories.
  • Conduct regular training.

BCP

The GALILEI Group has the Business Continuity Plan (BCP) in place. The BCP is intended to minimize damage to business assets with human lives placed at the top priority and ensure that business operations can continue or be restored quickly during and after a crisis such as a major disaster.

The GALILEI Group has the “Business Continuity Plan Implementation Guidelines” and the “Disaster and Emergency Response Manual” that outline the procedures to locate employees and continue business operations in the event of an emergency. To improve the effectiveness of the BCP, we perform risk assessments at each site regularly, conduct a regular emergency drill according to the manual, and strengthen emergency preparedness including emergency kits and supplies. The Group’s Head Office building is located in a designated area at risk of inundation in the flood hazard map. We are prepared to respond to possible floods, for example, by having office rooms on the 3rd or higher floor of the building and providing emergency generators.