コムチュア（3844） – [Delayed] Independent Directors and Auditors Notification

Comture Corporation_Independent Directors and Auditors Notification.xlsxIndependent Directors/Auditors Notification１．Basic InformationCompany nameCOMTURE CORPORATIONStock code3844Date submittedMay 30, 2022Date of changes(Planned)Jun 17, 2022Reason for this reportDue to changes in “2. Independence of Independent Officers and Outside Officers” and “3.Background of Officers and Reasons for Their Selections.”At the 38th Ordinary General Meeting of Shareholders to be held on June 17, 2022, proposalsfor the partial amendments to the Articles of Incorporation in connection with the transition toa company with an Audit & Supervisory Committee, election of six (6) Directors (excludingDirectors who are members of Audit & Supervisory Committee) and election of five (5)Directors who are members of Audit & Supervisory Committee are scheduled to be submitted.All individuals who are qualified to be independent officers are designated as independent officers. (note 1)２．Independence of Independent Officers and Outside OfficersNo.NameOutside Director/Outside Audit &Supervisory BoardMemberIndependentofficerCategory (notes 2, 3)bcefghikla　　d　j△　Hitoshi SasakiOutside DirectorMasayuki TsuzukiOutside DirectorJunko DochiOutside DirectorAkira IshiharaOutside DirectorYutaka HaradaOutside Director○○○○　３．Background of Officers and Reasons for Their SelectionsNo.Explanation of suitability to be an officer (note 4)Reason for selection (note 5)△Descriptionof changeWith theofficer’sconsentNotapplicable　○○○　Correction/ChangeCorrection/ChangeCorrection/ChangeCorrection/ChangeNewappointmentYesYesYesYesMr. Sasaki was employed by The Dai-ichi Life Insurance Company, Limited, which has abusiness relationship with COMTURE. In addition, until June 2011, he was the presidentof The Dai-ichi Life Information Systems Co., Ltd., which also has a businessrelationship with COMTURE.COMTURE recorded sales from Dai-ichi Life concerning the construction of ITsystems. In the fiscal year that ended in March 2022, these sales were about 0.2% ofconsolidated sales.COMTURE also recorded sales from Dai-ichi Information Systems concerning theconstruction of IT systems. In the fiscal year that ended in March 2022, these saleswere about 0.7% of consolidated sales.Not applicable.Mr. Sasaki was employed by The Dai-ichi Life Insurance Company, Limited, which has a businessrelationship with COMTURE, and until June 2011 he was the president of The Dai-ichi LifeInformation Systems Co., Ltd., which also has a business relationship with COMTURE. Currently,Mr. Sasaki has no involvement with Dai-ichi Life Information Systems and is not influenced by thiscompany. We believe that Mr. Sasaki can contribute to strengthening corporate governancethrough his objective advice on overall management based on his extensive insight gainedthrough extensive business and management experience.Category “j” in the preceding table applies to Mr. Sasaki. As is explained in the section to theleft, we believe that he has sufficient independence to ensure there will be no conflicts of interestwith ordinary shareholders.Mr. Tsuzuki was employed at an IT system subsidiary of Mitsubishi Corporation and was then anadvisor at this company. He was then a full-time Audit & Supervisory Board member of Coca-Cola Central Japan Co., Ltd. and was an outside director of JFE Systems, Inc.Mr. Tsuzuki is currently not, and never was, an executive of COMTURE or a related company, aparty where COMTURE was a major customer or an executive of such a party, a party that wasa major customer of COMTURE or an executive of such a party, a consultant, accountant or legalprofessional who received significant monetary or other compensation from COMTURE other thanas a COMTURE officer, or a major COMTURE shareholder.Mr. Tsuzuki has experience providing advice concerning management from an objective andindependent standpoint to companies in the IT industry. As a result, we believe that he canprovide suitable advice concerning the decision-making process at meetings of the Board ofDirectors. In addition, as is explained above, we believe that he has sufficient independence toensure there will be no conflicts of interest with ordinary shareholders.Ms. Dochi is currently not, and never was, an executive of COMTURE or a related company, aparty where COMTURE was a major customer or an executive of such a party, a party that wasa major customer of COMTURE or an executive of such a party, a consultant, accountant or legalprofessional who received significant monetary or other compensation from COMTURE other thanas a COMTURE officer, or a major COMTURE shareholder.Ms. Dochi has extensive experience and knowledge concerning corporate legal affairs as anattorney. As a result, we believe that she can provide opinions involving our management from anobjective and fair perspective and contribute to strengthening the Company’s corporategovernance.In addition, as is explained above, we believe that she has sufficient independence to ensure therewill be no conflicts of interest with ordinary shareholders.Mr. Ishihara was employed by IBM Japan, Ltd. and was an Audit & Supervisory Board member ofthis company from July 2012 to March 2020. Currently, Mr. Ishihara has no involvement with IBMJapan and is not influenced by this company.Mr. Ishihara has considerable experience and many accomplishments as an Audit & SupervisoryBoard member in the IT industry and has accounting and other knowledge and skills that aresuitable for serving as a COMTURE Director. In addition, he has experience providing adviceconcerning management from an objective and independent standpoint to companies in the ITindustry. As a result, we believe that he can provide appropriate advice concerning the decision-making process at meetings of the Board of Directors.In addition, as is explained above, we believe that he has sufficient independence to ensure therewill be no conflicts of interest with ordinary shareholders.Mr. Harada was employed by Nomura Research Institute, Ltd., which has a business relationshipwith COMTURE. In addition, he served as Senior Corporate Managing Director of this companyfrom April 2013 to March 2016 and as Audit & Supervisory Board Member from June 2016 toJune 2020. He has considerable experience in business execution and many accomplishments asan Audit & Supervisory Board member in the IT industry. As a result, we believe that he canprovide appropriate advice concerning the decision-making process at meetings of the Board ofDirectors.1234512345Not applicable.Not applicable.Mr. Harada was employed by Nomura Research Institute, Ltd., which has a businessrelationship with COMTURE. In addition, he served as Senior Corporate ManagingDirector of this company from April 2013 to March 2016 and as Audit & SupervisoryBoard Member from June 2016 to June 2020.COMTURE recorded sales from Nomura Research Institute concerning the constructionof IT systems. In the fiscal year that ended in March 2022, these sales were about3.5% of consolidated sales.４． Supplementary ExplanationNotes:1 Mark the checkbox if all outside officers who are qualified to be independent officers are designated as independent officers.2Items to check concerning the category of each officer　a．Executive of COMTURE or its subsidiary　b．Non-executive Director or accounting advisor of COMTURE or its subsidiaries (for outside Audit & Supervisory Board Members)　c．Non-executive Director or executive of a parent company of COMTURE　d．Audit & Supervisory Board Member of a parent company of COMTURE (for outside Audit & Supervisory Board Members)　e．Executive of a fellow subsidiary company of COMTURE　f．A party whose major client or supplier is COMTURE or an executive thereof　g．Major client or supplier of COMTURE or an executive thereof　h．Consultant, accountant or legal professional who receives a large amount of monetary consideration or other property from COMTURE besides compensation as an Audit & Supervisory 　 　 Board Member　i． Major shareholder of COMTURE (or an executive of the said major shareholder if the shareholder is a legal entity)　j． Executive of a client or supplier company of COMTURE (which does not correspond to any of f, g, or h) (the Director/Audit & Supervisory Board Member himself/herself only)　k．Executive of a company, where COMTURE Outside Directors/Audit & Supervisory Board Members are mutually appointed (the Director/Audit & Supervisory Board Member himself/herself only)　l． Executive of a company or organization that receives a donation from COMTURE (the Director/Audit & Supervisory Board Member himself/herself only) Note that all of the items from “a” to “l” are shortened versions of the text for items designated by securities exchange rules.3 “○” when the Director/Audit & Supervisory Board Member presently falls or has recently fallen under the category;“△” when the Director/Audit & Supervisory Board Member fell under the category in the past“●” when a close relative of the Director/Audit & Supervisory Board Member presently falls or has recently fallen under the category;“▲” when a close relative of the Director/Audit & Supervisory Board Member fell under the category in the past4 When any item from “a” to “l” is applicable to an independent officer, please include a brief explanation.5Please enter the reason for the selection of the independent officer.1/1