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, reasonableness and transparency of management.

• Group Philosophy

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

(as of November 1, 2023)

(as of November 1, 2023)

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 and the allocation of 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 to 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 Representative Director and Outside Directors and chaired by an Outside Director that 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, discusses the appointment of Directors proposed by the Board of Directors and submits recommendations. The Board of Directors, the members of which include Outside Directors, decides on an agenda item about the appointment of Directors based on the recommendations of the committee. The reasons for the proposed appointment of Directors are included in the notice of a shareholders’ meeting and are posted on the website.

The Audit and Supervisory Committee audits compliance with laws and regulations, the Articles of Incorporation and internal rules and regulations by the Directors, Corporate Officers, or employees at the Company and GROUP companies.
The Audit and Supervisory Committee consists of three (3) Directors who are members of the Audit and Supervisory Committee, the majority of whom are Outside Directors. Each Audit Committee member has abundant knowledge and experience in accounting and finance, extensive insight and experience mainly in the field of corporate legal affairs, including overseas, and specialized knowledge and extensive experience in accounting audits, and actively and positively expresses appropriate opinions to the Board of Directors and management from an independent and objective standpoint. In addition, the GROUP has appointed a full-time Audit and Supervisory Committee member to enhance the effectiveness of the Board by combining the objective and highly knowledgeable views of the Outside Directors with the information-gathering capabilities of the full-time Director who serves as an Audit and Supervisory Committee Member.

The Nomination and Compensation Committee was established in June 2019 to ensure appropriate opportunities for outside directors to be involved in and provide advice on decisions related to director nominations and compensation, to improve the fairness, transparency, and objectivity of the decision-making process at the Board of Directors, and to further enhance the corporate governance system. In November 2023, the Committee was renamed the "Nomination, Compensation & Governance Committee" in addition to expanding its functions.

The Nomination, Compensation & Governance Committee is responsible for (1) matters relating to the election and dismissal of directors, (2) matters relating to policies for determining directors' compensation and other compensation, (3) matters relating to succession planning, (4) matters relating to ensuring the effectiveness of the Board of Directors, (5) matters relating to fiduciary responsibility and accountability to shareholders, and (6) other matters based on consultations from the Board of Directors. The Board of Directors shall deliberate on and report to the Board of Directors on matters concerning corporate governance for which the Board of Directors is consulted.

The members of the Nominating, Compensation & Governance Committee shall consist of representative directors and outside directors, and the chairperson of the committee shall be selected from the outside directors.

The GROUP believes that thorough discussions and agile decision-making by people who are conversant with the Company’s business are necessary to achieve the GROUP philosophy. Based on that belief, the GROUP has established the Executive Committee consisting of the President and Corporate Officers.
The Executive Committee is chaired by the President. At the request of the President, the committee discusses important matters about management, prepares plans, conducts research and makes decisions, and determines the results of those activities. The committee then reports to the President. The process of holding thorough discussions and deliberations as well as decision-making in the Executive Committee is important for the training of successors to top management.

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.

Internal audits of the Company and the Group are conducted by the Internal Auditing Department and the Compliance Department in cooperation with the accounting auditor.

As a company-wide risk management system, the Risk Management Committee consists of the Representative Director and other officers and employees, with the Representative Director serving as the chief risk management officer. The Risk Management Committee prepares a risk map listing risks that may affect the Group's management, including risks related to sustainability, including climate change-related issues, and monitors important risks, periodically adding or changing specific risks, evaluating them, and reviewing their prioritization. The results are reported to the Board of Directors once every three months to address and prevent such risks. When risks materialize, the Company plays an important role in ensuring the stable continuation of business and increasing corporate value by minimizing the impact of such risks.

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 or corporate officer, and its consists of executives and employees of the GROUP companies.

Sustainability Promotion Structure

The ICT Committee will make flexible investment decisions in line with business strategies in order to strengthen Group IT governance for the strong promotion of the Group's medium- to long-term business strategy, "expand and seamlessly connect the four networks" . The ICT Committee is chaired by a director, and its members consist of executives and employees of the GROUP companies.

The Company believes that to achieve the GROUP philosophy, it is important to create a system that allows for prompt decision-making and a strong governance system to maintain a corporate culture of continuing to take on challenges and to meet the expectations of shareholders and other stakeholders.
Accordingly, the Company has established the Executive Committee, as described above, and has developed a system that allows for prompt and reasonable decision-making and business execution. The Company actively appoints Outside Directors to increase transparency and objectivity in decision-making by incorporating opinions from an independent perspective based on the views of shareholders and other stakeholders in discussions at Board of Directors meetings. In addition, the Company has adopted a system with an Audit and Supervisory Committee to strengthen auditing and supervisory functions through the Audit and Supervisory Committee members with voting rights in the Board of Directors.

To ensure flexible and reasonable management decision-making, we believe that the most effective approach for the appointment of Board members is to select candidates with the best knowledge of our business operations. Based on this approach, and before reaching a final decision on selection, we determine if the candidate understands the Group’s philosophy, is capable of fulfilling their responsibilities, and combines excellent personal qualities with strong professional insight.

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 one Outside Director (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 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 25, 2024).

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. Kenichi Sasaki has been engaged in the parking business and has served as president of a parking facility maintenance company and a contact center company. He has also been in charge of corporate planning for many years, promoting business domain expansion, investor relations, and strategy and vision development. He has also been in charge of human resources and business administration, and served as chairman of the Sustainability Committee, and is familiar with the management of the entire group in Japan and overseas, and has insight into corporate management and administration 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. In addition, as a corporate planning officer, he has been promoting the planning and implementation of capital policies, financial accounting, and the launch of new businesses amidst the uncertain outlook caused by the new coronavirus disaster. He has insight into global business, accounting, and finance.

Since joining PARK24 CO., LTD., Mr. Keisuke Kawasaki has built on his human resources and legal skills, and has used his work experience in new business development and planning and management to serve as the head of the business development division, president of the operating company when the Company Group entered the mobility business in 2009, and in human resources and business management for the entire Group. In addition, as the person in charge of legal affairs and compliance, he promotes legal and intellectual property management and legal compliance for the entire group, and is also involved in the management of the group's affiliated companies. He has insight into corporate management and legal and compliance matters in general.

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 and Compensation 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. He contributes to the enhancement of our corporate value by making decisions and supervising our management from a global perspective.

Since joining PARK24 CO., LTD., Mr. Shingo Yamanaka has been engaged in the development and sales of parking facilities, contributing to the growth and development of the parking business, and as a director of the Company, he has been in charge of risk management, internal auditing, and compliance for the entire group. He has also promoted risk management, internal audits, and legal compliance throughout the Group as a director of the Company. He contributes to the enhancement of the Company's corporate value by making decisions and providing supervision based on his insight and experience.

As an attorney at law, 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.

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 the Company’s business executions.

The skills matrix for directors and executive officers is as follows (as of June 1, 2024).

The role of the Board of Directors of PARK24 CO., LTD., 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 2023,​ 15 meetings took place. The rate of attendance was 100% for all directors.
For the fiscal year ended October, 2023, Parking Business International, the most severely affected business by COVID-19, was reported as individual agenda items, which led to an elaborate understanding of the situation and high-quality, lively discussions. In addition, outside directors' visits to overseas sites have promoted a better understanding of the business. With regard to sustainability and human capital management, measures linked to the Group's medium term business and management strategies was formulated and promoted.

• Management Policy and Business Planning
• Capital Policy
• Compliance with TCFD framework
• Sustainability (human capital disclosure, etc.)
• Corporate governance (selection of directors and officers, determination of executive compensation, evaluation of board effectiveness, etc.)

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. In the fiscal year ended October 2023, 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

Nomination and Compensation Committee (renamed "Nomination, Compensation & Governance Committee" in November 2023) ensures that outside directors are appropriately provided with opportunities to participate in deliberations and provide advice about 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 2023, the committee met seven times with a 100% attendance rate for all committee members
The committee deliberated multiple times during the fiscal year ended October 2023 to discuss the evaluation structure of the executive compensation system and the succession plan. Regarding the succession plan, the committee recognizes that nurturing the next generation of the management team, including the President, is an important task for increasing corporate value and fulfilling our corporate responsibility in the medium to long term. The committee has so far specified three qualities required of the Group’s management team (representative directors, directors, and corporate officers): honesty (dealing with people and situations with sincerity and commitment based on the good of society as a whole and the Company rather than personal gain); clear vision (presenting a profile for the Group’s future); and pioneering spirit (taking on new challenges and opening up new horizons). We will develop a succession policy and plan around these requirements.

• Appointment of directors
• Executive compensation
• Evaluation indicators for incentives
• Skills matrix
• Succession plans
• Organizational structure and key personnel appointments for the fiscal year ending October 2024

Attendance of Directors at Board of Directors/Audit and Supervisory Committee is as follows(as of October 31, 2023).

* 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.

1. Basic compensation system
   The basic compensation system is determined using a table that takes into account the director’s duties, roles, and responsibilities, the level of business profit, and other criteria.
2. Short-term incentive(STI)
   Short-term incentive (STI) is calculated by taking the basic amount set for that position and multiplying it by a factor corresponding to the degree of achievement of the target evaluation indicator based on consolidated operating profit and consolidated recurring profit. The reason consolidated operating profit was chosen as an indicator is because it represents profit from core business operations without the effects of exchange rates, interest rates, or other factors and can therefore be used to measure contributions to core business performance. Consolidated recurring profit was chosen as an indicator of contributions to shareholder returns, which it directly influences as the final stage of profit. The performance of directors in relation to their roles is assessed using qualitative indicators, as well as quantitative indicators in the form of consolidated operating profit and consolidated recurring profit.
3. Long-term incentive(LTI)
   For long-term incentive*, we introduced a system of restricted stock compensation. For the period of the stock restriction that applies to directors and employees in the Company and subsidiaries, the restriction remains in force until immediately after retirement, determined in advance by our Board of Directors. The restricted stock allocation is made within the limits of the share amount and monetary value resolved at the General Meeting of Shareholders and is calculated based on consolidated recurring profit, ROIC, and ESG as evaluation indicators, while taking into account the business environment and other factors. Our four ESG indicators are formulated from environmental, social, and governance perspectives. For the environment, we use two indicators to evaluate to what extent our medium- to long-term sustainability targets have been achieved: “Increasing the ratio of HVs and EVs in newly introduced vehicles compared to the previous year” and “3% reduction in CO2 emissions per km traveled by vehicles compared to the previous year.” For society, we make evaluations based on the employee engagement index. For governance, we use the average of ESG-related evaluation indices from external evaluation organizations.

Main requirements are formulated based on the following basic policies 1-5.

1. Must contribute to continual improvement in business performance.
2. Must incentivize others to increase corporate value.
3. Must contribute to securing high-quality managers (human assets).
4. Must share interests with shareholders.
5. Must have high levels of transparency and objectivity as well as strong linking with company performance.

Based on consultation with the Board of Directors, the Nomination and Compensation Committee submits reports to the Board of Directors, who then sets the policy determining the details of individual compensation for directors.

We evaluate the effectiveness of the Board of Directors through a combination of questionnaire surveys of all directors and an interview with all directors conducted by a third-party organization. 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 2023 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 one Outside Director 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.