{"id":3303,"date":"2022-11-30T19:47:03","date_gmt":"2022-11-30T10:47:03","guid":{"rendered":"https:\/\/www.valuecommerce.co.jp\/en\/?page_id=3303"},"modified":"2026-11-02T13:29:24","modified_gmt":"2026-11-02T04:29:24","slug":"governance","status":"publish","type":"page","link":"https:\/\/www.valuecommerce.co.jp\/en\/sustainability\/governance\/","title":{"rendered":"Governance"},"content":{"rendered":"<h2 class=\"headding\">Governance<\/h2>\r\n\r\n<div class=\"note-block\">\r\n<p>Unless otherwise stated, the information contained on this page is current as at October 31, 2026.\r\n<\/p>\r\n<\/div>\r\n\r\n<div class=\"index-block\">\r\n<h3><b>INDEX<\/b><\/h3>\r\n<ul>\r\n    <li><a href=\"#item1\">1. Basic Policy<\/a><\/li>\r\n    <li><a href=\"#item2\">2. Corporate Governance System<\/a><\/li>\r\n    <li><a href=\"#item3\">3. Board Skills Matrix<\/a><\/li>\r\n    <li><a href=\"#item4\">4. Director Remuneration<\/a><\/li>\r\n    <li><a href=\"#item5\">5. Succession Planning<\/a><\/li>\r\n    <li><a href=\"#item6\">6. Assessment of the effectiveness of the Board of Directors<\/a><\/li>\r\n    <li><a href=\"#item7\">7. Policy on professional development for directors<\/a><\/li>\r\n    <li><a href=\"#item8\">8. Policy on strategic shareholdings<\/a><\/li>\r\n    <li><a href=\"#item9\">9. Policy on related-party transactions<\/a><\/li>\r\n    <li><a href=\"#item10\">10. Anti-Corruption Initiatives<\/a><\/li>\r\n<\/ul>\r\n<\/div>\r\n\r\n<section class=\"sustainability_action\">\r\n<h3 id=\"item1\">1. Basic Policy<\/h3>\r\n<p>The basic policy of ValueCommerce (hereinafter referred to as \u201cthe Company\u201d) on corporate governance arises from the Company\u2019s commitment to its stakeholders and to maximize stakeholder benefits. To achieve this, the Company has consistently striven to develop and enhance an organizational framework ensuring that operations are sound, transparent and accountable, as well as to improve efficiency and competitiveness. Under this policy, the Company strives to instill and raise awareness of all officers and employees of the legal, social and ethical responsibilities as stipulated by the Company\u2019s internal charter through training in legal compliance, risk management and corporate governance.<\/p>\r\n\r\n\r\n\r\n<\/section>\r\n\r\n<section class=\"sustainability_action\">\r\n<h3 id=\"item2\">2. Corporate Governance System<\/h3>\r\n<div class=\"governance-img\">\r\n<img decoding=\"async\" src=\"\/en\/wp\/wp-content\/themes\/valuecommerce\/commons\/images\/pc\/ir\/governance\/img_governance_230411.png\" alt=\"governance\" width=\"670px\">\r\n<\/div>\r\n<div>\r\n<h4>(1) Composition of the Board of Directors and Committees<\/h4>\r\n<p>Board\/Committee Chair \u25cf Committee Members \u3007<\/p>\r\n<div class=\"governance-img\">\r\n<img decoding=\"async\" src=\"\/en\/wp\/wp-content\/themes\/valuecommerce\/commons\/images\/pc\/ir\/governance\/img_committee_organization.png?20260331\" alt=\"Composition of the Board of Directors and Committees\" width=\"670px\">\r\n<\/div>\r\n\r\n<h4>(2) Policies and Procedures for the Election, Removal and Nomination of Director Candidates<\/h4>\r\n\r\n<p><strong>Policy<\/strong><\/p>\r\n\r\n<p>Taking into account the diversity of the Board of Directors as a whole, and in accordance with the following internal regulations, we shall appoint individuals who possess extensive experience, sound judgement and specialist knowledge.<\/p>\r\n\r\n<p><a href=\"\/en\/wp\/wp-content\/themes\/valuecommerce\/commons\/pdf\/Criteria_for_Appointment_and_Dismissal_of_Directors.pdf\" target=\"_blank\" rel=\"noopener\">Criteria for Appointment and Dismissal of Directors<i class=\"icon-pdf\">PDF<\/i><\/a> 101KB<\/p>\r\n<p><a href=\"\/en\/wp\/wp-content\/themes\/valuecommerce\/commons\/pdf\/Criteria_for_Determining_Independence_of_Outside_Officers.pdf\" target=\"_blank\" rel=\"noopener\">Criteria for Determining Independence of Outside Officers<i class=\"icon-pdf\">PDF<\/i><\/a> 147KB<\/p>\r\n\r\n<p><strong>Procedures:<\/strong><\/p>\r\n\r\n<p>The Nomination Committee, attended by independent outside directors, shall conduct thorough deliberations regarding candidates for appointment and those scheduled for removal. Furthermore, in the case of candidates for directors who are members of the Audit and Supervisory Committee, the Board of Directors shall obtain the consent of the Audit and Supervisory Committee before deciding on the proposals for appointment or removal to be submitted to the General Meeting of Shareholders.<\/p>\r\n\r\n\r\n<\/div>\r\n\r\n<div class=\"simple-table\">\r\n<table>\r\n<caption>(3) Meetings held in FY2025<\/caption>\r\n<thead>\r\n<th><\/th>\r\n<th scope=\"col\">Number of Meetings<\/th>\r\n<th scope=\"col\">Role<\/th>\r\n<\/thead>\r\n<tbody>\r\n<tr>\r\n<th scope=\"row\">Board of Directors<\/th>\r\n<td>17<\/td>\r\n<td>The Board of Directors, as the highest management decision-making body in the Company, shall decide important management policies and strategies, and supervise whether the those charged with running the business are faithfully executing their duties based on the basic policies so decided. In principle, regular meetings of the Board of Directors shall be held once a month, and extraordinary meetings shall be held when there are urgent matters to be discussed.<\/td>\r\n<\/tr>\r\n<tr>\r\n<th scope=\"row\">Audit &#038; Supervisory Committee<\/th>\r\n<td>13<\/td>\r\n<td>Through their attendance at meetings of the Board of Directors, the Audit &#038; Supervisory Committee members shall monitor and verify the status of decision-making by the Board of Directors and the fulfillment of the Board of Directors&#8217; supervisory obligations to each director. Furthermore, in order to audit the execution of duties by its directors, the Company shall receive reports from directors and employees, etc., as well as reports on audit plans, methods, and results, etc., from the accounting auditor. The Company also receives reports on internal audit plans, methods and results from the Internal Audit Office, which is in charge of internal audits, and conducts interviews as necessary.<br>The Audit &#038; Supervisory Committee shall also gauge the opinions of the Board of Directors regarding the election of Directors (excluding Directors who sit on the Audit &#038; Supervisory Committee) and their remuneration.<\/td>\r\n<\/tr>\r\n<tr>\r\n<th scope=\"row\">Committee for Appointing Board Members<\/th>\r\n<td>6&nbsp;<\/td>\r\n<td>The Committee for Appointing Board Members has been established to act as an advisory body to the Board of Directors to ensure transparency and objectivity in the process of selecting directors and officers. The Committee for Appointing Board Members selects and deliberates on candidates for directors and executive officers and makes recommendations therein to the Board of Directors.<\/td>\r\n<\/tr>\r\n<tr>\r\n<th scope=\"row\">Remuneration Committee<\/th>\r\n<td>3&nbsp;<\/td>\r\n<td>The Remuneration Committee has been established as an advisory body to the Board of Directors, and assists the Board in formulating criteria for evaluating the performance of directors and executive officers and in determining directors&#8217; remuneration, etc. The Remuneration Committee shall formulate and deliberate on major executive remuneration plans, remuneration policies and remuneration plans, and makes recommendations therein to the Board of Directors.<\/td>\r\n<\/tr>\r\n<tr>\r\n<th scope=\"row\">Special Committee<\/th>\r\n<td>13&nbsp;<\/td>\r\n<td>The Special Committee has been established as an organization that deliberates and examines the appropriateness of transactions and actions that conflict with the interests of major shareholders and general shareholders, and makes recommendations, etc. to the Board of Directors in response to inquiries.<\/td>\r\n<\/tr>\r\n<\/tbody>\r\n<\/table>\r\n<\/div>\r\n\r\n<h4>(4) Approach to the Independence of Committee Composition Regarding Nomination and Remuneration<\/h4>\r\n<p>With regard to the nomination and remuneration of directors and executive officers, the Company has established a Nomination Committee and a Remuneration Committee as advisory bodies to the Board of Directors in order to strengthen the independence, objectivity and accountability of the Board\u2019s functions. To enhance the involvement of independent non-executive directors, a majority of the members of each committee are independent non-executive directors, and the chairperson of each committee is an independent non-executive director.<\/p>\r\n\r\n\r\n<\/section>\r\n\r\n<section class=\"sustainability_action\">\r\n<h3 id=\"item3\">3. Board Skills Matrix<\/h3>\r\n<p>The following matrix represents up to three of the main skills, expertise, and experience possessed by each of our directors.<br>Our Directors have a broad range of backgrounds and experience, and possess many competencies beyond those listed below.<\/p>\r\n<div class=\"simple-table table-striped matrix-table\">\r\n<table>\r\n<caption>Director<\/caption>\r\n<thead>\r\n<tr>\r\n<th class=\"fixed-left\"><\/th>\r\n<th scope=\"col\"><span>Jin Kagawa<\/span><\/th>\r\n<th scope=\"col\"><span>Masatomo Endo<\/span><\/th>\r\n<th scope=\"col\"><span>Taku Hasegawa<\/span><\/th>\r\n<th scope=\"col\"><span>Koichiro Tanabe<\/span><\/th>\r\n<th scope=\"col\"><span>Yoshimasa Kasuya<\/span><\/th>\r\n<th scope=\"col\"><span>Masahiro Awa<\/span><\/th>\r\n<\/tr>\r\n<\/thead>\r\n<tbody>\r\n<tr>\r\n<th scope=\"row\">Management<\/th>\r\n<td>\u25cf<\/td>\r\n<td><\/td>\r\n<td><\/td>\r\n<td><\/td>\r\n<td>\u25cf<\/td>\r\n<td><\/td>\r\n<\/tr>\r\n<tr>\r\n<th scope=\"row\">Strategy\u30fbBusiness Development<\/th>\r\n<td><\/td>\r\n<td><\/td>\r\n<td>\u25cf<\/td>\r\n<td>\u25cf<\/td>\r\n<td>\u25cf<\/td>\r\n<td><\/td>\r\n<\/tr>\r\n<tr>\r\n<th scope=\"row\">Operation\/Marketing<\/th>\r\n<td><\/td>\r\n<td><\/td>\r\n<td>\u25cf<\/td>\r\n<td>\u25cf<\/td>\r\n<td>\u25cf<\/td>\r\n<td>\u25cf<\/td>\r\n<\/tr>\r\n<tr>\r\n<th scope=\"row\">Finance\/Accounting\/M&#038;A<\/th>\r\n<td><\/td>\r\n<td>\u25cf<\/td>\r\n<td><\/td>\r\n<td><\/td>\r\n<td><\/td>\r\n<td><\/td>\r\n<\/tr>\r\n<tr>\r\n<th scope=\"row\">IT\u30fbInformation Security<\/th>\r\n<td>\u25cf<\/td>\r\n<td><\/td>\r\n<td><\/td>\r\n<td><\/td>\r\n<td><\/td>\r\n<td>\u25cf<\/td>\r\n<\/tr>\r\n<tr>\r\n<th scope=\"row\">Legal\u30fbEthics\/Audit\/Governance<\/th>\r\n<td><\/td>\r\n<td>\u25cf<\/td>\r\n<td><\/td>\r\n<td><\/td>\r\n<td><\/td>\r\n<td>\u25cf<\/td>\r\n<\/tr>\r\n<tr>\r\n<th scope=\"row\">HR\u30fbTalent<\/th>\r\n<td>\u25cf<\/td>\r\n<td>\u25cf<\/td>\r\n<td><\/td>\r\n<td><\/td>\r\n<td><\/td>\r\n<td><\/td>\r\n<\/tr>\r\n<\/tbody>\r\n<\/table>\r\n<\/div>\r\n\r\n<div class=\"simple-table table-striped matrix-table\">\r\n<table>\r\n<caption>Independent Outside Director Audit and Supervisory Committee Member<\/caption>\r\n<thead>\r\n<tr>\r\n<th class=\"fixed-left\"><\/th>\r\n<th scope=\"col\"><span>Toshio Takahashi<\/span><\/th>\r\n<th scope=\"col\"><span>Haruka Ikeda<\/span><\/th>\r\n<th scope=\"col\"><span>Aya Watanabe<\/span><\/th>\r\n<th scope=\"col\"><span>Naoko Shiokawa<\/span><\/th>\r\n<\/tr>\r\n<\/thead>\r\n<tbody>\r\n<tr>\r\n<th scope=\"row\">Management<\/th>\r\n<td><\/td>\r\n<td><\/td>\r\n<td><\/td>\r\n<td><\/td>\r\n<\/tr>\r\n<tr>\r\n<th scope=\"row\">Strategy\u30fbBusiness Development<\/th>\r\n<td><\/td>\r\n<td><\/td>\r\n<td><\/td>\r\n<td><\/td>\r\n<\/tr>\r\n<tr>\r\n<th scope=\"row\">Operation\/Marketing<\/th>\r\n<td><\/td>\r\n<td><\/td>\r\n<td><\/td>\r\n<td><\/td>\r\n<\/tr>\r\n<tr>\r\n<th scope=\"row\">Finance\/Accounting\/M&#038;A<\/th>\r\n<td>\u25cf<\/td>\r\n<td>\u25cf<\/td>\r\n<td><\/td>\r\n<td>\u25cf<\/td>\r\n<\/tr>\r\n<tr>\r\n<th scope=\"row\">IT\u30fbInformation Security<\/th>\r\n<td>\u25cf<\/td>\r\n<td><\/td>\r\n<td>\u25cf<\/td>\r\n<td><\/td>\r\n<\/tr>\r\n<tr>\r\n<th scope=\"row\">Legal\u30fbEthics\/Audit\/Governance<\/th>\r\n<td>\u25cf<\/td>\r\n<td>\u25cf<\/td>\r\n<td>\u25cf<\/td>\r\n<td>\u25cf<\/td>\r\n<\/tr>\r\n<tr>\r\n<th scope=\"row\">HR\u30fbTalent<\/th>\r\n<td><\/td>\r\n<td><\/td>\r\n<td>\u25cf<\/td>\r\n<td><\/td>\r\n<\/tr>\r\n<\/tbody>\r\n<\/table>\r\n<\/div>\r\n<div class=\"simple-table table-striped\">\r\n<table>\r\n<caption>Description of skills, expertise, and experience<\/caption>\r\n<tbody>\r\n<tr>\r\n<th>Corporate management<\/th>\r\n<td>Abundant experience and knowledge in corporate management are required to contribute to the Company\u2019s medium- to long-term growth and enhancement of its corporate value through decision-making, advice and supervision on overall management.<\/td>\r\n<\/tr>\r\n<tr>\r\n<th>Planning and business development<\/th>\r\n<td>Experience and knowledge in areas such as corporate planning and business development, including medium- to long-term strategy formulation, new business planning and promotion, and business portfolio development, are required to contribute to the execution of the Company\u2019s growth strategy.<\/td>\r\n<\/tr>\r\n<tr>\r\n<th>Business\/Marketing<\/th>\r\n<td>Experience and knowledge in digitally enabled business operations and marketing are required to contribute to strengthening the Company\u2019s competitiveness and revenue growth through business strategy, customer acquisition and monetization model development, and data utilization, among others.<\/td>\r\n<\/tr>\r\n<tr>\r\n<th>Finance\/Accounting\/M&#038;A<\/th>\r\n<td>Practical experience and expert knowledge in finance, accounting, capital policy, or M&#038;A are required to contribute to ensuring the Company\u2019s financial soundness and sustainable enhancement of its corporate value.<\/td><\/tr>\r\n<tr>\r\n<th>IT and information security<\/th>\r\n<td>Experience and knowledge in IT strategy, DX promotion or information security, including experience serving as a director or in a similar role at IT- or digital-related companies, are required to contribute to the advancement of the Company\u2019s digital infrastructure and stable business operations.<\/td>\r\n<\/tr>\r\n<tr>\r\n<th>Legal affairs and compliance\/Audit\/Governance<\/th>\r\n<td>Experience and knowledge in legal affairs, compliance, internal audit, external audit, or corporate governance are required to contribute to strengthening the Company\u2019s governance system through ensuring the effectiveness of legal compliance systems, internal controls and audits.<\/td><\/tr>\r\n<tr>\r\n<th>Human resources<\/th>\r\n<td>Experience and knowledge in labor relations, human capital strategy, organizational development, or human resources systems design are required to contribute to the Company\u2019s sustainable growth through the promotion of diverse talent\u2019s active participation and the stabilization and strengthening of its organizational foundation.<\/td>\r\n<\/tr>\r\n<\/tbody>\r\n<\/table>\r\n<\/div>\r\n<\/section>\r\n\r\n<section class=\"sustainability_action\">\r\n<h3 id=\"item4\">\uff14. Director Remuneration<\/h3>\r\n<h4>\uff081\uff09Remuneration of Directors (excluding independent outside directors)<\/h4>\r\n<h5>Remuneration System<\/h5>\r\n<div class=\"simple-table\">\r\n<table>\r\n<caption>Fixed Remuneration<\/caption>\r\n<thead>\r\n<tr>\r\n<th scope=\"col\" colspan=\"2\">Type<\/th>\r\n<\/tr>\r\n<\/thead>\r\n<tbody>\r\n<tr>\r\n<td>Monetary Remuneration<\/td>\r\n<td>Fixed Remuneration: a fixed amount of money paid monthly<\/td>\r\n<\/tr>\r\n<tr>\r\n<td>Stock-based Remuneration<\/td>\r\n<td>Service condition-based restricted stock: awarding of non-performance-linked restricted stock<\/td>\r\n<\/tr>\r\n<\/tbody>\r\n<\/table>\r\n<\/div>\r\n<div class=\"simple-table\">\r\n<table>\r\n<caption>Performance-linked Remuneration<\/caption>\r\n<thead>\r\n<tr>\r\n<th scope=\"col\" colspan=\"2\">Type<\/th>\r\n<th scope=\"col\">Performance Indicator<\/th>\r\n<\/tr>\r\n<\/thead>\r\n<tbody>\r\n<tr>\r\n<td>Monetary Remuneration<\/td>\r\n<td>Performance-linked remuneration is paid in cash based on the degree of achievement in accordance with the performance indicators over a single fiscal year<\/td>\r\n<td> EBITDA<br> Net Income<\/td>\r\n<\/tr>\r\n<tr>\r\n<td>Monetary Remuneration<\/td>\r\n<td>Special performance-linked remuneration is paid in cash only if the Company achieves its performance targets over a single fiscal year<\/td>\r\n<td> EBITDA<\/td>\r\n<\/tr>\r\n<tr>\r\n<td>Stock-based Remuneration<\/td>\r\n<td>Performance condition-based restricted stock: remuneration linked to medium-term (three-year) performance, with the percentage of shares released from restrictions changing according to the degree of achievement in accordance with the performance indicators<\/td>\r\n<td> EBITDA<\/td>\r\n<\/tr>\r\n<\/tbody>\r\n<\/table>\r\n<\/div>\r\n\r\n<h5>Composition of Remuneration<\/h5>\r\n<p>Actual results may differ from these estimates and settings depending on performance and other factors.<\/p>\r\n<div class=\"simple-table table-half\">\r\n<table>\r\n<thead>\r\n<tr>\r\n<th scope=\"col\">Fixed Remuneration <\/th>\r\n<th scope=\"col\">Performance-linked Remuneration<\/th>\r\n<\/tr>\r\n<\/thead>\r\n<tbody>\r\n<tr>\r\n<td>60\uff05<\/td>\r\n<td>40\uff05<\/td>\r\n<\/tr>\r\n<\/tbody>\r\n<\/table>\r\n<table>\r\n<thead>\r\n<tr>\r\n<th scope=\"col\">Monetary Remuneration<\/th>\r\n<th scope=\"col\">Stock-based Remuneration<\/th>\r\n<\/tr>\r\n<\/thead>\r\n<tbody>\r\n<tr>\r\n<td>81~82\uff05<\/td>\r\n<td>18~19\uff05<\/td>\r\n<\/tr>\r\n<\/tbody>\r\n<\/table>\r\n<\/div>\r\n<h5>Malus and Clawback Clauses<\/h5>\r\n<p>\u3000The Company has established malus and clawback clauses that restrict the transfer of &#8220;service condition-based restricted stock,&#8221; &#8220;performance condition-based restricted stock,&#8221; and &#8220;special performance-linked remuneration&#8221; during their term in office, and that require forfeiture or return of these rights in the event of serious and\/or improper acts that cause damage to the Company predicated during their term of office.<\/p>\r\n<h5>Determination of Remuneration\u3000<\/h5>\r\n<p>The base amount for each position, specific details and grant amount of stock-based Remuneration, calculation method for performance-linked remuneration, amount and payment conditions for special performance-linked remuneration, and other important matters concerning remuneration shall be determined by a resolution of the Board of Directors based on the results of deliberations by the Remuneration Committee, the majority of whose members are independent outside directors. The Board of Directors shall make its final decision by resolution based on the results of the deliberations.<\/p>\r\n<p>For FY2026, taking into account the particular circumstances of the business environment, including a budgeted loss, and from the perspective of placing importance on the medium- to long-term incentive function of the performance-linked remuneration system as well as the consistency and predictability of the system, the Remuneration Committee shall conduct careful deliberations, and the performance-linked remuneration shall be determined by a resolution of the Board of Directors based on its recommendation.<\/p>\r\n<h4 style=\"margin-top:16px;\">\uff082\uff09Remuneration for Independent Outside Directors<\/h4>\r\n<p>Remuneration for Directors who are Audit &#038; Supervisory Committee Members is fixed remuneration only, in consideration of their roles.<br>\r\n    The remuneration of each director who is a member of the Audit &#038; Supervisory Committee is determined through discussions among Audit &#038; Supervisory Committee Members within the limit of the amount of remuneration as resolved therein.<\/p>\r\n<\/section>\r\n\r\n\r\n\r\n<section class=\"sustainability_action\">\r\n    <h3 id=\"item5\">5.Succession Planning<\/h3>\r\n    <p>In order to achieve sustainable growth and enhance corporate value over the medium to long term, the Company has formulated a succession plan for the Chief Executive Officer. Specifically, we have defined the personnel requirements for the Chief Executive Officer and identified several potential successors; we have drawn up development plans for these candidates and are implementing their development in accordance with these plans. The succession plan is deliberated by the Executive Nomination Committee, which comprises primarily independent non-executive directors, whilst taking into account the advice of external experts. We will continue to proceed systematically with the identification and development of potential successors.<\/p>\r\n<\/section>\r\n\r\n<section class=\"sustainability_action\">\r\n    <h3 id=\"item6\">6. Assessment of the effectiveness of the Board of Directors<\/h3>\r\n    <p>The Board Secretariat conducted a questionnaire survey of all directors, including those serving as Audit and Supervisory Committee members, covering the composition of the Board of Directors, the operation of the Board, the provision of information to non-executive directors, comprehensive assessment and assessment methods. The results indicated that:<\/p>\r\n    <p>(1) a sufficient number of independent outside directors have been appointed and the Board of Directors is appropriately fulfilling its roles and responsibilities; and<br>\r\n   (2) lively discussions are taking place that make effective use of each director\u2019s knowledge, experience and abilities; on these grounds, we have assessed that the effectiveness of the Board of Directors is ensured. Furthermore, whilst recognising that there are certain challenges regarding diversity within the composition of the Board of Directors, we will strive to enhance its effectiveness with a view to the Company\u2019s overall growth.<\/p>\r\n<\/section>\r\n\r\n<section class=\"sustainability_action\">\r\n    <h3 id=\"item7\">7. Policy on professional development for directors<\/h3>\r\n    <p>Upon taking up office, we provide directors with opportunities to gain a thorough understanding of the knowledge required to fulfil their roles and responsibilities (including legal liabilities), such as the Company\u2019s management strategy, business operations, performance, financial position, corporate governance and compliance with laws and regulations. Furthermore, even after taking up office, we provide opportunities to refresh this knowledge on an ongoing basis as necessary. In addition, we cover the costs of training programmes and participation in external organisations designed to enhance the professional development of directors.<\/p>\r\n<\/section>\r\n\r\n<section class=\"sustainability_action\">\r\n    <h3 id=\"item8\">8. Policy on strategic shareholdings<\/h3>\r\n    <p>The Company does not currently hold any strategic shareholdings. Should the Company hold strategic shareholdings in the future, it will adhere to the following policy.<\/p>\r\n\r\n    <h4>(1) Policy on Strategic Shareholdings<\/h4>\r\n    <p>The Company shall hold shares for strategic purposes only where the aim is to create business opportunities or to establish, maintain or strengthen transactional or collaborative relationships. When acquiring shares for strategic purposes, the Company shall assess whether such holdings contribute to the maintenance and enhancement of the corporate value of both the company in which the strategic shareholding is held and the Company itself, based on the results of an assessment of medium- to long-term economic rationality and future prospects.<\/p>\r\n\r\n    <h4>(2) Review of Policy-Held Shares<\/h4>\r\n    <p>Each year, the Board of Directors will conduct a detailed review of each individual policy-held share to verify the appropriateness of the purpose of holding it and whether the benefits and risks associated with holding it are commensurate with the cost of capital, thereby assessing the appropriateness of continued holding.<\/p>\r\n\r\n    <h4>(3) Criteria for the Exercise of Voting Rights in Policy-Held Shares<\/h4>\r\n    <p>When exercising voting rights in policy-held shares, should any proposals arise that could lead to a deterioration in shareholder value (specifically, those relating to a deterioration in business performance, scandals, significant changes in business relationships, conflicts of interest, changes in control, or capital policies resulting in large-scale dilution), we shall carefully assess whether to vote in favour or against and act accordingly.<\/p>\r\n<\/section>\r\n\r\n<section class=\"sustainability_action\">\r\n    <h3 id=\"item9\">9. Policy on related-party transactions<\/h3>\r\n    <p>When conducting transactions with related parties, the Company has established a system to ensure that appropriate procedures are followed, commensurate with the significance and nature of the transaction, so as to prevent such transactions from harming the interests of the Company or its shareholders.<\/p>\r\n    <ul>\r\n        <li>\u30fbThe terms and conditions of transactions with related parties are determined reasonably through prescribed procedures, taking into account contractual terms and market prices in the same manner as when conducting transactions with other companies.<\/li>\r\n        <li>\u30fbWith regard to transactions with related parties, the Board of Directors or the Management Committee deliberates on the reasonableness of the transaction and the appropriateness of the procedures, and obtains prior approval, depending on the significance and nature of the transaction. Directors with a special interest in the matter shall not participate in the resolution.<\/li>\r\n        <li>\u30fbWith regard to significant transactions with related parties, the Special Committee comprising independent outside directors deliberates on and reviews the appropriateness of such transactions. Reports are also submitted to the Board of Directors as appropriate.<\/li>\r\n    <\/ul>\r\n<\/section>\r\n\r\n\r\n\r\n\r\n\r\n\r\n<section class=\"sustainability_action\">\r\n<h3 id=\"item10\">10. Anti-Corruption Initiatives<\/h3>\r\n<p>All executives and employees of the ValueCommerce Group comply with our Basic Policy on Anti-Corruption (Anti-Corruption Policy), along with all applicable anti-corruption laws and regulations in the countries and regions in which we operate.<\/p>\r\n<p><a href=\"\/en\/wp\/wp-content\/themes\/valuecommerce\/commons\/pdf\/BasicPolicy_on_Anti_Corruption.pdf\" target=\"_blank\" rel=\"noopener\">Basic Policy on Anti-Corruption<i class=\"icon-pdf\">pdf<\/i><\/a><\/p>\r\n<\/section>","protected":false},"excerpt":{"rendered":"Governance Unless otherwise stated, the information contained on this page is current as at October 31, 2026.  [&hellip;]","protected":false},"author":49,"featured_media":0,"parent":3164,"menu_order":0,"comment_status":"closed","ping_status":"closed","template":"","meta":{"_acf_changed":false,"footnotes":""},"class_list":["post-3303","page","type-page","status-publish","hentry"],"acf":[],"_links":{"self":[{"href":"https:\/\/www.valuecommerce.co.jp\/en\/wp-json\/wp\/v2\/pages\/3303","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/www.valuecommerce.co.jp\/en\/wp-json\/wp\/v2\/pages"}],"about":[{"href":"https:\/\/www.valuecommerce.co.jp\/en\/wp-json\/wp\/v2\/types\/page"}],"author":[{"embeddable":true,"href":"https:\/\/www.valuecommerce.co.jp\/en\/wp-json\/wp\/v2\/users\/49"}],"replies":[{"embeddable":true,"href":"https:\/\/www.valuecommerce.co.jp\/en\/wp-json\/wp\/v2\/comments?post=3303"}],"version-history":[{"count":10,"href":"https:\/\/www.valuecommerce.co.jp\/en\/wp-json\/wp\/v2\/pages\/3303\/revisions"}],"predecessor-version":[{"id":3931,"href":"https:\/\/www.valuecommerce.co.jp\/en\/wp-json\/wp\/v2\/pages\/3303\/revisions\/3931"}],"up":[{"embeddable":true,"href":"https:\/\/www.valuecommerce.co.jp\/en\/wp-json\/wp\/v2\/pages\/3164"}],"wp:attachment":[{"href":"https:\/\/www.valuecommerce.co.jp\/en\/wp-json\/wp\/v2\/media?parent=3303"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}