The PARK24 GROUP (hereinafter called “the GROUP”) strives to make sustainable improvements in its corporate value under the GROUP’s philosophy of creating new forms of comfort and convenience by responding to the needs of today and anticipating the needs of tomorrow.
Essential factors for the sustainable enhancement of corporate value include the establishment of trusting relationships with all stakeholders, not to mention the expansion of businesses. From this perspective, the GROUP seeks to strengthen and enhance the level of corporate governance by continuing to improve the fairness, transparency and objectivity of management.

• Group Philosophy/Group Slogan

• Corporate Governance Guidelines (Revised December 14, 2023) （PDF）(383KB)

(as of January 30, 2026)

(as of January 30, 2026)

The GROUP has an Audit and Supervisory Committee governance structure and seeks to continually increase its corporate value by ensuring management transparency and fairness, and strengthening the supervisory functions. The GROUP also adopts the Corporate Officer system, separating the supervisory functions (Directors) and the business execution functions (Corporate Officers), with the intention of accelerating decision-making.
The GROUP has established a Nomination, Compensation & Governance Committee as an optional advisory body to ensure fairness, transparency and objectivity in the procedures for the nomination and compensation of the Directors and enhance corporate governance. In addition, the "Sustainability Committee" has been established to carry out stronger group-wide sustainability initiatives to resolve environmental and social issues.

The GROUP believes that the important roles and responsibilities of the Board of Directors are to determine the direction of strategies, allocate management resources, and audit and supervise business execution by the Corporate Officers. The Board of Directors discusses and formulates the GROUP’s annual plan, medium-term management plan, management strategies, and management plans, and strives to strengthen the monitoring of business execution. Through this, the GROUP aims to continuously enhance corporate value in the medium and long terms to benefit all stakeholders.

To enable sufficient discussions and accelerate decision-making, the Articles of Incorporation stipulate that the GROUP shall have no more than ten (10) Directors, excluding Directors who are Audit and Supervisory Committee Members, and no more than five (5) Directors who are Audit and Supervisory Committee Members. The GROUP appoints individuals who understand and can implement the GROUP philosophy, have a good personality and extensive knowledge, and can fulfill their responsibilities as Directors.

The Nomination, Compensation & Governance Committee, a committee consisting of the Outside Directors and Representative Director and chaired by an Outside Director, has been established to increase fairness, transparency, and objectivity in the decision-making process at the Board of Directors and enhance the corporate governance system. This committee discusses the appointment of Directors proposed by the Board of Directors and submits recommendations. The Board of Directors, which includes Outside Directors, decides on the agenda item about the appointment of Directors based on the recommendations of the committee.

The Audit and Supervisory Committee consists of three (3) Directors who are members of the Audit and Supervisory Committee, all of whom are Outside Directors. In addition to the execution of duties by the Company’s Directors, the Audit and Supervisory Committee, through the Company, audits compliance with laws and regulations, the Articles of Incorporation, and internal rules and regulations, as well as the effectiveness of internal control, in relation to the execution of duties by the Directors of the GROUP companies. It also requests reports and conducts investigations as necessary. Each Audit and Supervisory Committee member has specialized knowledge and experience in accounting, finance, and auditing, as well as extensive insight and experience mainly in the field of corporate legal affairs and compliance, including overseas, and experience in supervising and auditing our business. From an independent and objective standpoint, they actively and positively express appropriate opinions to the Board of Directors and management.

While appointing all members of the Audit and Supervisory Committee as Outside Directors in order to maximize its independence and objectivity, we have established an Audit and Supervisory Committee Office and developed a system to support information gathering and investigations to ensure the effectiveness of the Committee’s audit function. In addition, in the event of contingencies, we have established a framework that enables the Internal Audit Department to be flexibly utilized under the direction of the Audit and Supervisory Committee, allowing for prompt and appropriate audit responses.

The Nomination, Compensation and Governance Committee appoints an Outside Director as its Chair to appropriately ensure the involvement of and advisory input from Outside Directors in decision-making related to the nomination and compensation of Directors. With the aim of enhancing fairness, transparency, and objectivity in the decision-making process of the Board of Directors and further strengthening the corporate governance framework, we established the “Nomination and Compensation Committee” in June 2019. In November 2023, the functions of the Committee were expanded, and it was renamed the “Nomination, Compensation and Governance Committee.”

Based on consultations from the Board of Directors, the Nomination, Compensation and Governance Committee discusses and submits recommendations regarding: (1) matters concerning the appointment and dismissal of Directors; (2) matters concerning the policy for determining Director compensation and Director compensation; (3) matters concerning succession planning; (4) matters concerning ensuring the effectiveness of the Board of Directors; (5) matters concerning fiduciary duties and accountability to shareholders; and (6) other matters concerning corporate governance as consulted by the Board of Directors.

The Nomination, Compensation and Governance Committee is composed of Outside Directors and the Representative Director, and the Chair is selected from among the Outside Directors.

The Executive Committee serves as the highest decision-making body for matters related to business execution. It is chaired by the Representative Director, President and CEO and is composed of Executive Officers. With the aim of realizing the Group philosophy, the Committee conducts thorough discussions and makes swift decisions by individuals who are well versed in our business. At our company, we have established a structure in which personnel with expertise in each business domain make practical and informed decisions. As Chair of the Executive Committee, the Representative Director, CEO is responsible for the formulation, investigation, examination, decision-making, and monitoring of implementation results related to important matters concerning business execution and makes prompt and rational management decisions.

The Accounting Auditor takes responsibility for shareholders and investors for proper audits and cooperates with the Audit and Supervisory Committee, the Accounting Department and other relevant departments to take appropriate actions to ensure that audits are conducted properly, including ensuring appropriate audit schedules and systems.
The Accounting Auditor, the Audit and Supervisory Committee and the Internal Audit Department hold meetings regularly to ensure sufficient cooperation.

The Internal Auditing Department systematically and in a planned manner evaluates the effectiveness of business execution and internal control through independent and objective audit activities, and provides advice and recommendations for improvement. In addition, by sharing personnel with the internal auditing departments of our Group companies, we conduct group-wide audits, thereby enhancing audit efficiency and quality. Through internal audits, the Internal Auditing Department also cooperates with the Audit and Supervisory Committee and the Accounting Auditor and regularly exchanges information and opinions.

The Management Audit Department is established under the Audit and Supervisory Committee as an organization that conducts audits under the direction of the Committee. As an organization with an independent audit function distinct from that of the Internal Auditing Department, we have established a framework that further enhances the effectiveness of the Board of Directors’ oversight function.

The Risk Management Committee is chaired by an Executive Officer responsible for overseeing the legal and compliance function and promotes enterprise-wide risk management (ERM: Enterprise Risk Management) across our company and our Group as a whole. The Committee conducts a comprehensive assessment of risks across the Group and directly manages material risks that may have a significant impact on the Group. For risks other than material risks, the Committee oversees risk management implemented by our company, our Group companies, or business execution divisions, thereby systematizing the Group-wide risk management framework.

The Sustainability Committee promotes cross-group initiatives by formulating sustainability policies and strategies and setting target indicators. The Sustainability Committee is chaired by a director and it consists of executives and employees of the GROUP companies.

Sustainability Promotion Structure

To strongly promote the 2030 theme of "expanding and seamlessly connecting the four networks: people (members), cars (mobility), communities (destinations), and parking facilities," as outlined in the Medium-term Management Plan, the ICT Committee will make flexible investment decisions in line with business strategies to strengthen Group IT governance. The ICT Committee is chaired by a director, and its members consist of executives and employees of the GROUP companies.

To achieve the GROUP philosophy, we recognize the importance of establishing a robust governance system that can respond to the expectations of shareholders and other stakeholders, while maintaining a corporate culture that continues to take on challenges and a system that enables swift decision-making. From this perspective, we have separated management supervision from business execution.

For management supervision, we aim to enhance "transparency and objectivity" by centering on Outside Directors in the Board of Directors, and we have adopted a company structure with an Audit and Supervisory Committee to strengthen the audit and supervisory functions by Audit and Supervisory Committee Members who decision-making authority in the Board of Directors. For business execution, we have established the Executive Committee to enable swift and rational decision-making.

We believe that constituting the Board of Directors with individuals who are most familiar with our business is the most effective way to make agile and rational management decisions. Therefore, when appointing members, we deliberate on whether the candidates understand and can implement the GROUP philosophy, possess excellent character and insight, and can fulfill their responsibilities. We then make the final policy decisions accordingly.

One of the roles considered most important for the position of outside directors is to provide advice and supervision to support effective, executive decision-making from the viewpoint of medium- to long-term growth of our corporate value. For this reason, we appoint outside directors who are considered, based on an overall assessment, to be capable of providing sound advice and opinions on corporate management from a broad perspective using wide-ranging corporate management experience, expert knowledge, or other attributes, and who also have no potential conflict of interest with general shareholders. To perform their advisory and supervisory roles effectively, we believe that it is important for outside directors to be independent of the executive organization. We have therefore established independence standards and ensure that these standards are met by the outside directors.

The Company has appointed two Outside Directors (excluding Directors who are Audit and Supervisory Committee Members) to strengthen the supervisory functions of the Board of Directors and to ensure highly transparent management. The Company has also appointed two Outside Directors who are Audit and Supervisory Committee Members, to strengthen the corporate governance system and to enhance the audit system. The Company’s basic policy when appointing Independent Directors is to adhere to the standards for independence set forth by the Tokyo Stock Exchange. It has also established its own standards as more specific standards for judging materiality, and elects candidates only if it judges that there is no possibility of a conflict of interest arising between the candidate and general shareholders. The two Outside Directors (excluding Audit and Supervisory Committee Members) and the two Outside Directors who are Audit and Supervisory Committee Members are registered as independent directors with the Tokyo Stock Exchange.

Criteria for Independence of Outside Directors（PDF）(95KB)

The reasons for the appointment of each person are as follows (as of January 30, 2026).

Since joining PARK24 CO., LTD., Mr. Koichi Nishikawa has been working in our parking business, and after gaining experience as a general manager and director in sales and information systems, he assumed the office of President and Representative Director in 2004. He has extensive business experiences in our parking and the mobility business, as well as knowledge of corporate management in general.

Since joining PARK24 CO., LTD., Mr. Norifumi Kawakami has served as the general manager of information systems of the Group, making use of his experience working at system companies and consulting companies to promote the use of information technology in our parking and the mobility business, the building of operating systems and the improvement of business efficiency, and has dedicated himself to the growth of the Mobility Business, particularly Times CAR. He has knowledge of corporate management and information systems in general.

Since joining PARK24 CO., LTD., Mr. Takao Miki has been engaged in the launch and expansion of the parking business and the transformation of its profit structure as the Business Manager of Singapore and Malaysia, which joined our Group in 2017, based on his accounting and finance skills and extensive overseas business experience. He currently oversees the entire Parking Business International He is concurrently in charge of corporate planning, and has planned and executed capital policies, as well as financial accounting and new business launches including during the period of uncertainty following the COVID-19 pandemic. He has insight into global business, accounting, finance, and sustainability.

Mr. Yoshimitsu Oura has experience in management as a corporate officer of a listed company and has also served as an outside director of other companies. He will be able to make decisions and provide supervision based on his extensive knowledge and experience. In addition, as chairman of the Nomination, Compensation and Governance Committee, he has played a valuable role in the nomination of directors and contributed to deliberations on the fairness, transparency, and objectivity of directors' compensations.

Ms. Shoko Kuroki has deep insight into accounting and finance based on her work experience at foreign consulting firms and major IT companies, as well as in the area of human resources. She contributes to the enhancement of our corporate value by making decisions and supervising our management from a global perspective.

Mr. Takashi Nagasaka has acquired expertise and rich experience in corporate accounting while working as a certified public accountant at an audit corporation and boasts a record of accomplishment in serving as manager of the audit department and managing director, and has also served as an outside director of other companies. He will be able to offer useful advice based on his knowledge and experience, and improve the auditing function of our business executions.

As an attorney at law, Ms. Miho Niunoya has been involved in assisting companies to enter overseas markets and resolving international disputes, and has provided legal support for real estate and energy businesses, etc. She has long been active mainly in the field of corporate legal affairs and has a wealth of insight and experience, and she contributes to enhancing our corporate value by making decisions and providing supervision based on such insight and experience.

Ms. Yuri Izumo, a certified public accountant, has extensive experience primarily in accounting and auditing. Her career includes performing audit work at an audit corporation, serving as a full-time corporate auditor and handling accounting operations for a listed company, supporting financial due diligence and IPO preparation for venture companies, and acting as CFO for portfolio companies. Based on her extensive knowledge and experience accumulated over many years in the fields of accounting and auditing, she contributes to the enhancement of our corporate value through decision-making and oversight.

The skills matrix for directors and executive officers is as follows (as of January 30, 2026).

The role of the Board of Directors of our company, which is a holding company, is to set management policy and targets for the Group as a whole and to supervise the execution of business in each Group company.
The Board of Directors meets once a month, in principle, or whenever necessary. In the fiscal year ended October 2025, 15 meetings were held. The rate of attendance was 100% for all directors.

The Audit and Supervisory Committee formulates the audit policy and plan as the basis for activities in collaboration with the departments responsible for internal control. Committee members attend important meetings and audit the legality and appropriateness of the execution of duties by directors by examining the Company’s operations and financial position. The Committee includes members with significant knowledge and experience in finance and accounting.

In addition, we hold regular meetings with the Internal Auditing Department (the Internal Audit Department and the Compliance Promotion Department) and the accounting auditor and maintain close coordination by mutually reporting on audit plans and the status of audit implementation. In the fiscal year ended October 2025 the Audit and Supervisory Committee met 13 times, with a 100% attendance rate for all members.

• Audit policy and audit plan
• Development and administration of internal control systems
• Audit plans and methods of the accounting auditors, and audit results
• Assessment of and compensation for the accounting auditors

The Nomination, Compensation and Governance Committee ensures that outside directors are appropriately provided with opportunities to participate in deliberations and offer advice regarding the nomination and compensation of directors. The committee also works to enhance the fairness, transparency, and objectivity of the Board’s decision-making processes.
In the fiscal year ended October 2025, the committee met 12 times, with a 100% attendance rate for all committee members.

• Appointment of directors
• Executive compensation
• Evaluation indicators for incentives
• Skills matrix
• Succession plans
• Organizational structure and key personnel appointments

Attendance of Directors at Board of Directors/Audit and Supervisory Committee is as follows(as of October 31, 2025).

• * In addition to the above number of Board of Directors meetings, written reports were submitted three times in accordance with the provisions of Article 372, Paragraph 1 of the Companies Act.
• * Shingo Yamanaka (Director, Audit & Supervisory Committee Member) retired upon the conclusion of the 41st Ordinary General Meeting of Shareholders held on January 29, 2026, due to the expiration of his term of office. Accordingly, this table presents information covering his tenure prior to retirement.

We establish the policy for determining individual Director compensation at meetings of the Board of Directors, based on recommendations made by the Nomination, Compensation and Governance Committee in response to consultations from the Board of Directors.

The policy for determining individual Director compensation is formulated based on the following five basic principles:

1. To serve as an incentive for the sustainable improvement of business performance and the enhancement of corporate value.
2. To encourage contributions that support the promotion of the Medium-term Management Plan.
3. To contribute to securing and retaining outstanding management personnel.
4. To enable the sharing of interests with shareholders and to enhance a shareholder-oriented management mindset.
5. To be highly linked to company performance and to ensure a high level of transparency and objectivity.

Our executive compensation system, based on the above basic principles, sets the standard amounts of total compensation according to position, role, and contribution to performance, consisting of (1) base compensation, (2) short-term incentives, and (3) long-term incentives.
Compensation for Outside Directors and Directors serving as Audit and Supervisory Committee Members consists solely of base compensation in order to ensure independence from business execution.
Compensation for Directors serving as Audit and Supervisory Committee Members is determined through discussions among the Audit and Supervisory Committee Members.

1. Basic compensation system

Basic compensation is determined based on a compensation table that takes into account the director’s duties, roles, responsibilities, and the scale of business profit, among other factors.

2. Short-term incentive(STI)

Short-term incentive (STI) is calculated by multiplying the base amount set for each position by a factor corresponding to the achievement rate of evaluation indicators—namely, consolidated operating profit and consolidated net income. Consolidated operating profit is used as an indicator because it reflects profit from core business operations, unaffected by exchange rates or interest rates, and is therefore suitable for evaluating contributions to core business performance. Consolidated net income is selected as it directly reflects final profit and is thus appropriate for evaluating contributions to shareholder value. In addition to these quantitative indicators, qualitative indicators are also used to assess directors’ performance based on their respective roles.

3. Long-term incentive(LTI)

For long-term incentive (LTI), we have introduced a restricted stock compensation system. The restriction period is set to last until immediately after retirement from a position predetermined by the Board of Directors among those held at the Company or its subsidiaries. Given the nature of LTI as a reward for efforts to enhance long-term corporate value, the evaluation indicators include not only contributions to overall corporate profit—such as consolidated operating profit and consolidated net income—but also capital efficiency (ROIC), ESG indicators, and qualitative assessments. The ESG indicators are structured from the perspectives of environment, society, and governance. From an environmental standpoint, the degree of achievement of medium- to long-term sustainability targets is evaluated. In terms of social factors, the employee engagement index is used to assess organizational health and workforce motivation. For governance, the evaluation is based on ESG-related scores provided by external rating agencies.

Performance of Consolidated Operating Profit

Performance of Consolidated Net Income

Total compensation by category of director and category of compensation, as well as the number of directors in each category

※Disclosure of individual officer compensation amounts has been omitted, as no officer received compensation of 100 million yen or more.

Our company conducts an annual evaluation of the effectiveness of the Board of Directors. Specifically, we administer a questionnaire to all directors every fiscal year, and once every three years, we receive advice from an external organization and conduct individual interviews with all directors. The results are collated and analyzed before being reported to the Board of Directors, which checks progress on responses to issues identified in the previous fiscal year and formulates new policies to address any issues identified in the current fiscal year. The purpose of these effectiveness evaluations of the Board of Directors is to continuously strengthen our corporate governance through the formulation and implementation of specific measures.

Summary of evaluations for the fiscal year ended October 2024 Management Structure to Support Value Creation （PDF）(605KB)

A support system is in place to ensure that outside directors can fully fulfill their roles and responsibilities. At Board of Directors meetings, materials for agenda items are sent out at least two business days prior to the meeting, and advance explanations are provided at least one business day prior to the meeting. This enables us to provide a wide range of internal information, including a summary of the issues for each agenda item, to make effective use of the Board of Directors' deliberation time and to engage in constructive discussions. In addition to providing opportunities for outside directors to gain an in-depth understanding of our business, we regularly hold "Director Training" sessions to give directors, including outside directors, the chance to fully understand the latest information on sustainability, corporate governance, and internal controls.

(a) Acquisition of treasury stock
The Articles of Incorporation of Park24 stipulate that the Company may acquire its own shares in market and other transactions by resolution of a meeting of the Board of Directors, in accordance with the provision of Article 165, Paragraph 2 of the Companies Act, for the purpose of operating a flexible capital policy for its shareholders.

(b) Interim dividends
The Articles of Incorporation also stipulate that the Company may pay interim dividends with April 30 every year as the record date by resolution of a meeting of the Board of Directors for the purpose of executing a flexible dividend policy.

The Articles of Incorporation stipulate that the Company shall have no more than ten Directors (excluding Directors who are Audit and Supervisory Committee Members), and that it shall have no more than five Directors who are Audit and Supervisory Committee Members.

The Articles of Incorporation stipulate that the resolution to elect Directors shall be made by a majority of the eligible votes of shareholders present at a shareholders’ meeting, where shareholders holding at least one-third or more of the votes with voting rights are present. The Articles of Incorporation also stipulate that resolutions to elect directors shall not be by cumulative voting.

The Articles of Incorporation of Park24 stipulate that, pursuant to Article 427, Paragraph 1 of the Companies Act, the Company may enter into agreements with non-Executive Directors to limit their liability. In accordance with these provisions, the Company has entered into agreements with three Directors who are Audit and Supervisory Committee Members and two Outside Directors who is not an Audit and Supervisory Committee Member, limiting their liability under Article 423, Paragraph 1 of the Companies Act, and the maximum amount of the compensation for damage under such agreement shall be the minimum liability amount stipulated in Article 425, Paragraph 1 of the Companies Act.