System of Corporate Governance

The Company, as a company with an Audit and Supervisory Committee, delegates part of the decision-making authority concerning business execution to the executive side. This enables the Board of Directors to focus on important decisions concerning management strategy and supervision of business execution, securing the agility and speed of business execution while strengthening the supervisory function of the Board of Directors.

Board of directors

The Company’s Board of Directors currently consists of three Directors who are not Audit and Supervisory Committee members (including two outside directors) and three Directors who are Audit and Supervisory Committee members (including two outside directors). In principle, regular meetings of the Board of Directors are held on the second business day following the third Monday of each month, and extraordinary meetings are held as necessary to make important management decisions.

Major items resolved and reported at Board of Directors meetings

Attendance at Board of Directors' Meetings and Audit & Supervisory Board Meetings and Shareholdings

Board Diversity

With the aim of enhancing corporate value, our Board of Directors selected directors from among candidates who possess diverse and specialized experience and expertise, including leadership (management experience), experience in the IT industry and SaaS, knowledge of corporate value, experience in global business, expertise in organization and human resources, finance and accounting, legal affairs, and compliance, while also taking diversity into consideration.
 

Furthermore, our Board of Directors will consist of three Directors who are not Audit and Supervisory Committee Members (including two outside and independent directors, and one female director) and three Directors who are Audit and Supervisory Committee Members (including two outside and independent directors, and one female director). We believe that, as a whole, the Board of Directors gives sufficient consideration to diversity and the balance of knowledge, experience, and capabilities, thereby maintaining a high level of decision-making capability.
The reasons for the appointment of outside directors are disclosed in the Notice of Convocation of the General Meeting of Shareholders. The skills matrix for the members of our Board of Directors is shown below.

Execution System

Business execution is divided between the Representative Director and President appointed by the Board of Directors and the Group CxOs. The Group Management Meeting is chaired by the Group CEO and attended by the Group CFO, Group CBO, Group CRO, Group CPO, Group CCO, Group CIO, Group CTO, Group CISO, Group CMO, Group CHRO, and Group CLO, with the aim of achieving sustainable growth and enhancing corporate value through group management. The meeting deliberates important issues relating to business execution and receives reports on each member’s area of responsibility, and important matters concerning execution of group management are reported by members of the Group Management Meeting to the Board of Directors. The official titles of the CxOs are as follows.

Chief Executive Officer,
Chief Financial Officer,
Chief Business Development Officer,
Chief Risk-Management Officer,
Chief Product Officer,
Chief Customer Officer,
Chief Information Officer, 
Chief Technology Officer,
Chief Information Security Officer,
Chief Management Officer,
Chief Human Resources Officer,
Chief Legal Officer,

In addition, all members of the Group Management Meeting participate in Board of Directors meetings of major Group companies to monitor execution status and manage risks 

Voluntary Committee

Pursuant to a resolution adopted at the Board of Directors meeting held on July 23, 2025, the Company changed the system and established the Nomination and Compensation Advisory Committee in place of the Compensation Advisory Committee. The Nomination and Compensation Advisory Committee comprehensively deliberates mainly on matters concerning the appointment and dismissal of directors, succession planning, and individual compensation of Directors other than Directors who are Audit and Supervisory Committee members, and provides recommendations to the Board of Directors. During the fiscal year ended June 2026, it deliberated and considered a wide range of matters including the assignment and development of operating company leaders, the management system for next-generation leaders, the nature and roles of the Group Corporate Officer system, the officer compensation system, and short- and long-term incentive policies.

Independence Standards for Independent Outside Directors

Based on the independence standards stipulated by the Companies Act and financial instruments exchanges, the Company has established the following independence standards with the objective of substantively ensuring the independence of Independent Outside Directors. At meetings of the Board of Directors, outside directors actively provide opinions and advice from an objective and neutral standpoint and contribute sufficiently to constructive deliberations.

AVANT GROUP Independence Standards for Outside Directors
An Outside Director is considered independent when, based on an investigation conducted by the Company to the extent reasonably possible, it is determined that none of the following applies:

(1) A person who currently is, or has been within the past 10 years, an executive person (executive director, executive officer, Corporate Officer, employee or other worker) of the Company or any subsidiary or affiliate of the Company (collectively, the “Company Group”); 
(2) A person who directly or indirectly holds 10% or more of the total voting rights of the Company, or an executive person thereof; 
(3) A person for whom the Company Group is a major business partner, or whose company regards the Company Group as a major business partner, or an executive person thereof; 
(4) A person who receives a large amount of money or other property benefits, other than officer compensation, as consideration for providing professional services such as consulting, legal, certified public accounting or certified tax accounting services to the Company Group, or an executive person thereof; 
(5) A person who receives donations or grants exceeding ¥15 million per year from the Company Group, or an executive person thereof; 
(6) A person who belongs to the audit firm that is the accounting auditor of the Company Group; 
(7) An executive person of a company that appoints an executive person of the Company Group as a director; 
(8) A person who has fallen under any of items (2) through (7) within the past three years; or 
(9) A spouse or relative within the second degree of kinship of a person falling under items (1) through (8). 

The Company has designated Outside Directors Kaoru Chujo and Kazushi Ambe, and Outside Audit and Supervisory Committee Members Chie Goto and Makoto Nakano as independent officers as stipulated by the Tokyo Stock Exchange and has notified the Exchange of such designation.

Succession Planning

We recognize succession planning for the Chief Executive Officer (Group CEO) as an important management issue of the Company and began discussions at the Board of Directors in the fiscal year ended June 2018. In the fiscal year ended June 2019, we also considered the formulation of a comprehensive succession plan incorporating the expertise of an external consulting firm.

In September 2021, the Articles of Incorporation were amended to change the provision under which the CEO automatically served as Chairperson of the Board of Directors to a system in which the Chairperson is selected from among the directors. Around the same time, we established a “logo mark” as a “credo” to visually convey “Creating a 100-Year Company” and “Democratization of Management Information,” transferring part of the founder’s role in permeating the management philosophy to the logo mark in an effort to achieve sustainable development.

Pursuant to a resolution of the Board of Directors meeting held on July 23, 2025, the Company changed its system by establishing the Nomination and Compensation Advisory Committee in place of the Compensation Advisory Committee. In addition to matters related to compensation previously considered, the committee now comprehensively deliberates mainly on matters concerning the appointment and dismissal of directors, succession planning, and individual compensation of directors excluding Audit and Supervisory Committee members, and makes recommendations to the Board of Directors.

During the fiscal year ended June 2026, the Nomination and Compensation Advisory Committee met six times. In addition to continuing discussions on CEO succession, an important management issue, it deliberated and considered the assignment and development of operating company leaders, the management system for next-generation leaders, and the nature and roles of the Group Corporate Officer system. Going forward, we will continue to improve the effectiveness of succession planning through deliberations by the Nomination and Compensation Advisory Committee. Although the CEO’s concurrent service as a representative director of a business company was ended in October 2022, for the purpose of restoring the performance of Avant Co., Ltd., the CEO assumed the position of Representative Director of Avant Co., Ltd. on July 1, 2026, while the president is an other director, thereby establishing a structure based on the succession plan. 

Under the audit policy established by the Audit and Supervisory Committee, the Audit and Supervisory Committee audits the execution of duties by directors through attendance at meetings of the Board of Directors and other important meetings and investigation of the status of business execution. Based on its audit policy, division of responsibilities and audit plan, the Audit and Supervisory Committee also monitors management from a fair and objective standpoint regarding the execution of duties by directors. 

The internal audit department works in cooperation with the accounting auditor and the Audit and Supervisory Committee by sharing internal audit plans and internal audit reports, among other measures.

For accounting audits, the Company has appointed Deloitte Touche Tohmatsu LLC as its accounting auditor and receives audits from that firm