|Name||Asia Gate Holdings Co., Ltd.|
Real estate business, management and operation, investment business, etc., relates to group supervision as a holding company.
Akasaka BizTower 27F, Akasaka 5-3-1, Minato-ku, Tokyo
Chairman / Atsushi Matsuzawa
President / Daichi Tano
Director / Kenji Saito
Director / Yasuharu Fushimi
Outside Director / Shigeyuki Haibara
Outside Director / Hideo Kita
Outside Director (Audit and Supervisory Committee Member) / Koichi Yamamoto
Outside Director (Audit and Supervisory Committee Member) / Ichiro Fujimoto
Outside Director (Audit and Supervisory Committee Member) / Akio Fujitani
Basic Stance regarding the Enhancement of Corporate Governance
Corporate Governance System
Basic Explanation of Company Organization
In addition to the general meeting of shareholders and directors, the Company has a board of directors, an audit and supervisory committee, and an accounting auditor as corporate organizations.
Board of Directors
As of the date of submission of the 76th Securities Report, the Board of Directors consists of 6 directors (including 3 outside directors), who make important decisions regarding business execution and supervises the status of execution of duties by directors every month. Furthermore, in order to enhance the monitoring function, one outside director has been designated as an independent officer.
Audit and Supervisory Committee
The Audit and Supervisory Committee system has been adopted, and as of the date of submission of the 76th Securities Report, the Audit and Supervisory Committee consists of 3 directors (3 outside directors). They audit the legality and validity of our business execution and strive to understand the actual situation of our daily business.
Situation of Lawyers, Tax Accountants and Other Third Parties
We receive advices from experts such as lawyers and tax accountants pursuant to advisory contracts when necessary.
Internal Control System
The Company and its consolidated subsidiaries operate an organization in which internal checks function effectively by establishing various rules for division, organization, duties and authority. We strive for efficient operation of business and enhance the internal control system by carrying out accounting, organizational and institutional audits centering on business audits that examine whether the audited department complies with relevant laws and regulations.
Status of Risk Management System Development
Our risk management system has a risk management committee under the board of directors and a director in charge. The Risk Management Committee builds and operates a risk management system in accordance with the Risk Management Regulations.
All officers and employees comply with various laws and regulations in accordance with the spirit of compliance, and each will act autonomously. We are working on the risk management system establishment to prepare for risk may occur. In addition, we receive appropriate advices from our corporate lawyer so that we can use it as a reference for management decisions regarding corporate management and daily operations.
Our internal audit has an "Audit Department" under the direct control of the president. Internal audit targets the head office and subsidiaries. In the audit, the overall business activities of each department are audited from the viewpoints of division of duties, job authority, internal rules, risk management, compliance, etc. When a problem is pointed out in the internal audit, we recommend the audited department for improvement and carry out an actual inspection to confirm the improvement status.
Audit and Supervisory Committee Audit
Audit and Supervisory Committee members attend the Board of Directors, and full-time Audit and Supervisory Committee members attend the Board of Directors and other important meetings to audit the business, accounting status surveys, and business execution of directors. Furthermore, in an effort to improve the effectiveness of audits, the Audit and Supervisory Committee members hold meetings with the Accounting Auditor to exchange opinions and information on audit policies, confirmation of audit plans, implementation status of accounting audits, etc.
The Company has an audit contract with RSM Seiwa Audit Corporation and is undergoing its accounting audit. Since the number of consecutive audit years for our financial documents is within 7 years, the description is omitted. The name of the certified accountant who executed the audit work and the composition of the assistants involved in the audit work are as follows.
Names of certified accountants who executed the business: Naoki Nakamura, Yu Hirasawa
Composition of assistants involved in audit work: 2 certified accountants and 8 others.
Basic Policy against Anti-Social Forces
In order to prevent damages caused by “Anti-Social Forces”, which include, but are not limited to, groups or individuals who use violence, force, threats and fraudulent methods to pursue economic benefits, the Group hereby define the following basic policies:
The Group will not pursue, forge, or establish any relationships with Anti-Social Forces.
In cooperation with external specialists, such as the police, Center for Removal of Criminal Organizations, legal counsel, etc., the Group will take an organized and appropriate approach to prevent potential damages caused by Anti-Social Forces.
The Group will take resolute legal action without responding to any unreasonable demands from Anti-Social Forces.
The Group will never engage in any financing for anti-social forces or engage in backroom deal negotiations with Anti-Social Forces.
The Group will ensure the safety of officers and employees who deal with any unjustified demands made by Anti-Social Forces.
Established Nanno Construction Co., Ltd. (currently Asia Gate Holdings Co., Ltd.).
Listed on the Japan Securities Dealers Association over-the-counter market (Code number 1783).
Canceled over-the-counter registration with the Japan Securities Dealers Association and listed shares on the JASDAQ Securities Exchange Co., Ltd. (currently the Tokyo Stock Exchange JASDAQ (Standard)).
The construction-related division was made a subsidiary by a spin-off type new company split, and the company shifted to a holding company structure. Changed the trade name to A.C Holdings Co., Ltd.
Established A.C Finance Co., Ltd., A.C International Co., Ltd., and A.C Investment Co., Ltd.
Established Hiroshima Koyo Country Club Co., Ltd. and Shakespeare Country Club Co., Ltd.
A.C Holdings Co., Ltd. ( as the surviving company) merged with A.C Investment Co., Ltd.
Acquired shares of Yoneyama Suigen Country Club Co., Ltd. and made it a subsidiary.
Himejiaioi Country Club started operations by A.C International Co., Ltd.
As the surviving company, A.C International Co., Ltd. completed an absorption-type merger with Shakespeare Country Club Co., Ltd., Yoneyama Suigen Country Club Co., Ltd. and Hiroshima Koyo Country Club Co., Ltd.
As the surviving company, A.C Holdings Co., Ltd. completed an absorption-type merger with A.C Finance Co., Ltd.
A.C International Co., Ltd. acquired shares of Washington, Inc. and made it a subsidiary.
Listed on the Osaka Securities Exchange JASDAQ (Standard Market) (currently the Tokyo Stock Exchange JASDAQ (Standard)) due to the merger of the JASDAQ Securities Exchange and the Osaka Securities Exchange.
As the surviving company, A.C International Co., Ltd. completed an absorption-type merger with Himejiaioi Country Club Co., Ltd.
Listed on the Tokyo Stock Exchange JASDAQ (Standard) due to the integration of the spot markets of the Tokyo Stock Exchange and the Osaka Securities Exchange.
Established Soshin International Investment Co., Ltd.
Acquired an equity interest in Hakone Yamashoen, a limited liability company. Started resort hotel operation.
Company name changed from A.C Holdings Co., Ltd. to "Asia Gate Holdings Co., Ltd."
Acquired issued shares of IWATE HOTEL & RESORT Co., Ltd. through joint investment from Soshin International Investment Co., Ltd. and started ski resort operation.
Acquired shares of Udagawa Co., Ltd. (currently SPACE HOSTEL Co., Ltd.) and started operation of "SPACE HOSTEL".
Liquidated the limited liability company Hakone Yamashoen.
Sold Soshin International Investment Co., Ltd., and abolished Ski resort operation.
Issued the 1st unsecured convertible bond-type bonds with subscription rights to shares
Opened "UNDER RAILWAY HOTEL AKIHABARA".
Transferred all shares of Nanno Construction Co., Ltd. (consolidated subsidiary) and abolished Construction business.
Established AGNS Asset Management Co., Ltd. (consolidated subsidiary).
AGNS Asset Management Co., Ltd. takes over the business from NS Group.
Real estate consulting business started.
Changed the trade name of AGNS Asset Management Co., Ltd. to NS Asset Management Inc.
"SPACE HOSTEL" operation ended.
Transferred all shares of A.C International Co., Ltd. (consolidated subsidiary).
Golf resort business abolished.
Acquired 49% shares of NC MAX WORLD Co., LTD. and made it a consolidated subsidiary based on Substantial Control Criteria.
Asia Gate Holdings Co., Ltd.
Akasaka BizTower 27F, Akasaka 5-3-1, Minato-ku, Tokyo