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Corporate Governance

Corporate Governance

Design with Governance

Under our vision, “Move the world forward with heart-moving design,” strengthening corporate governance is a material priority for meeting the expectations of our diverse stakeholders and enhancing corporate value. Based on this principle, we are working to improve employee health and safety, enhance shareholder value over the long term and on a stable basis, and establish an internal framework that enables prompt, rational decision-making and efficient business execution.

Enterprise Ethics and Compliance

To conduct management grounded in sound corporate ethics, Goodpatch maintains a rigorous compliance framework. In addition to ensuring corporate integrity and transparency, we are building an internal framework that enables prompt, rational decision-making and efficient business execution in order to enhance shareholder value over the long term and on a stable basis.

Key initiatives

  • Whistleblowing system
  • Compliance training and ongoing awareness
  • Rigorous privacy and information security practices, including PrivacyMark certification

Sound Corporate Governance Structure

Goodpatch works to strengthen corporate governance by maintaining a framework that enables prompt decision-making while supervising and auditing management decisions and their execution and improving group-wide risk management and internal controls. Learn more about Goodpatch’s management team.

Key initiatives

  • Corporate governance structure

    Goodpatch’s corporate governance structure is shown below.

    Composition and meeting activity of the Board of Directors and Audit & Supervisory Board
    Organizational structureCompany with an Audit & Supervisory Board
    Chair of the Board of DirectorsNaofumi Tsuchiya (President and Representative Director)
    Board of DirectorsNumber of directors5 (including 1 woman director)
    Outside director ratio60% (3 directors)
    Board meetings in the fiscal year ended August 2025Number of meetings19
    Attendance rate99.3%
    Board meetings in the fiscal year ended August 2024Number of meetings20
    Attendance rate98.7%
    Number of Audit & Supervisory Board Members3
    Audit & Supervisory Board meetings in the fiscal year ended August 2025Number of meetings14
    Attendance rate100%
    Audit & Supervisory Board meetings in the fiscal year ended August 2024Number of meetings14
    Attendance rate100%
    Corporate governance structure

    The General Meeting of Shareholders appoints and dismisses the Board of Directors and the Audit & Supervisory Board. The Audit & Supervisory Board audits the Board of Directors. The Board of Directors appoints and dismisses the President and Representative Director, supervises business execution, and receives reports. The President and Representative Director directs the Management Committee and operating divisions. The Risk Management Committee responds to consultations from the Board of Directors. The accounting auditor performs financial statement and internal control audits, while the internal audit personnel audit operating divisions. The Audit & Supervisory Board, accounting auditor, and internal audit personnel coordinate with one another, and external specialists provide advice.

  • Internal control systems

    To ensure the appropriateness of its operations, Goodpatch’s Board of Directors has adopted a Basic Policy on Internal Control Systems. Goodpatch is currently developing and operating its internal control systems in accordance with this policy.

  • Internal audits

    Goodpatch has not established an independent internal audit office. Instead, two internal auditors appointed by the President and Representative Director conduct operational audits of all Company departments other than their own and of subsidiaries, and report the results directly to the President and Representative Director, the Board of Directors, Audit & Supervisory Board Members, and the Audit & Supervisory Board. Audits of each auditor’s own department are conducted by another auditor to prevent self-review.

  • Risk management

    Goodpatch has established a Risk Management Committee to ensure group-wide risk management and compliance with laws, regulations, and the Articles of Incorporation. The committee meets regularly once a month, and information is periodically shared with the Board of Directors.

    For risks that cut across group companies, the Corporate Administration Department, under the executive officer responsible for that department, identifies material risks. The Risk Management Committee, chaired by the President and Representative Director as the person with ultimate responsibility, deliberates and implements measures to address the risk of loss.

Employee Health and Safety

Goodpatch works to create a safe, secure, and comfortable workplace as the foundation for preventing conditions that could impair employee health and enabling employees to work energetically and demonstrate their capabilities.

Key initiatives

  • Health Committee meetings

    In accordance with the Industrial Safety and Health Act, a Health Committee meeting is held once a month to support healthy and safe working conditions.

  • Periodic health checkups and stress checks

  • Counseling with an occupational physician

Design Ethics and Responsibility

As design professionals, we place great importance on maintaining high professional ethics. One issue surrounding design in recent years is the use of “dark patterns” to maliciously steer users’ thoughts or behavior. Goodpatch’s designers act with personal integrity and remain committed to design that is honest with users, business partners, and society.

Key initiatives

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