The Role and Composition of the Board of Directors

Skills Matrix

Name Position Management Experience Internationalism Sales / Marketing IT / infrastructure technology Innovation / DX M&A / Corporate Investment Financial Accounting Legal / Risk Management ESG / Sustainability Organization / Human Resources
Tsunenori Sato Chairman and Representative Director ○ ○ ○ ○ ○ ○
Koji Sakata President and Representative Director ○ ○ ○ ○ ○ ○
Hirotaka Oeda Managing Director and Executive Officer, General Manager of Corporate Strategy Department and Financial Systems Division ○ ○ ○ ○ ○ ○
Kazunori Kono Director and Executive Officer, General Manager of Payment Business Division ○ ○ ○ ○ ○
Waka Abe Outside Director ○ ○ ○ ○ ○
Masahito Motoyama Director, Full-Time Audit and Supervisory Committee Member ○ ○ ○ ○ ○
Itsuko Fukuda Outside Director, Audit and Supervisory Committee Member ○ ○ ○ ○ ○
Koji Kanazawa Outside Director, Audit and Supervisory Committee Member ○ ○ ○ ○ ○

Up to five areas of focus or expertise are listed as those particularly expected of Directors.
The list does not represent all of the knowledge and experience possessed by each director.

Summary of Evaluation Results of the Board of Directors’ Effectiveness

ITFOR Inc. (the “Company”) has set the realization of sustainable growth as a long-term objective and is committed to enhancing its corporate governance in order to accelerate the initiatives toward this goal.

Furthermore, in order to enhance the functions of the Board of Directors and ultimately enhance corporate value, the Company conducts an analysis and evaluation of the effectiveness of its Board of Directors. The Company hereby announces the results for FY2025, as described below.

1. Method of analysis and evaluation

The Company conducted a survey for all directors with the support of a third-party organization, and based on the aggregated results reported by the third-party organization, the Board analyzed and evaluated the results, and discussed future initiatives and measures.

Target participants:

A total of 9 directors: 6 directors who are not Audit & Supervisory Board members (including 1 outside director), and 3 directors who are Audit & Supervisory Board members (including 2 outside directors)

Response period:

March 16 to March 31, 2026

Evaluation method:

An anonymous survey (five-point scale evaluation and free-form responses)

Summary of Questions:

  1. 1) Composition of the Board of Directors
  2. 2) Operation of the Board of Directors
  3. 3) Management strategies and business plans
  4. 4) Internal control and risk management
  5. 5) Nomination and remuneration
  6. 6) Performance of outside directors (including Audit & Supervisory Board members)
  7. 7) Support system for directors (including Audit & Supervisory Board members)
  8. 8) Training
  9. 9) Dialogue with shareholders and investors
  10. 10) Your initiatives
  11. 11) Evaluation of the Nomination Committee and Remuneration Committee
  12. 12) Evaluation of the Audit & Supervisory Committee
  13. 13) General summary

2. Evaluation results of the Board of Directors‘ effectiveness (Summary)

Based on the aggregated results of the survey and subsequent analysis, the Board of Directors deliberated and concluded that its operations, decision-making, and supervision functions, are generally functioning appropriately.
Accordingly, it was determined that the effectiveness of the Board of Directors is generally ensured. The individual topics related to the evaluation results are as follows:

(1) Highly Evaluated Areas
  • Exercise of the supervisory function by outside directors
  • Structure for providing feedback to the Board of Directors regarding the status of dialogues with shareholders and investors
  • Active exchange of opinions among outside directors
(2) Areas with Room for Improvement
  • Deepening discussions on management strategies and business plans (particularly medium-to long-term themes)
  • Securing sufficient review time and providing comprehensive materials early to further stimulate discussions
  • Providing training opportunities for directors

3. Future initiatives

As a result of discussions at the Board of Directors, we recognized the need to prioritize the following initiatives to resolve the above issues and further enhance the functions of the Board of Directors:

(1) Regularly incorporate themes such as medium- to long-term management strategies, business portfolios, and capital policies into the Board's agenda to enhance corporate value through deeper discussions
(2) Strictly manage the material distribution schedule to ensure sufficient time for prior review. Additionally, clarify and share the key discussion points for proposed agenda items within the materials in advance. This will create an environment where each director can thoroughly prepare for active discussions, thereby improving the quality of deliberations at Board meetings
(3) Consider formulating and deploying a training program that enables directors to regularly and systematically update the knowledge required for their roles

The Company’s Board of Directors, based on the results of this evaluation and matters that need to be addressed, will improve the effectiveness of its operations by further enhancing discussions at the Board of Directors. In addition, the Company will continue to engage in transparent, fair, and prompt decision-making and make efforts to further reinforce corporate governance going forward.

Independence Standards and Qualifications for Independent Outside Directors

The Board of Directors of the Company has set forth the following criteria (1) through (3) when electing Independent Outside Directors, to enhance the supervision function over management and strengthen the corporate governance structure.

(1) An Independent Outside Director must currently not be an executive of the Company, its subsidiaries, or affiliates of the Company. In addition, an Independent Outside Director must not have been an executive of the Company, its subsidiaries, or affiliates of the Company during the last 10 years.
(2) An Independent Outside Director must currently not be a party whose major client or supplier is the Company or an executive thereof, or a major client or supplier of the Company or an executive thereof.
(3) An Independent Outside Director must not be a consultant, an accounting or legal specialist, an accounting auditor, or a counterparty to an advisory contract, currently receiving a large amount of cash or other property from the Company aside from the compensation as a Director (if the entity receiving the stated assets is a corporation, union or other organization, then any person belonging to said organization).

In selecting the candidates, the Board of Directors of the Company also fully examines whether the candidate holds the qualifications that will allow the candidate to fulfill his/her roles and responsibilities as an Independent Outside Director, such as whether the candidate is expected to contribute to the frank, active, and constructive discussions of the Board, in addition to whether a candidate complies with these criteria of independence.

Reason for Nomination of the Director

Position Name Reason for the appointment of the Director
Chairman and Representative Director Tsunenori Sato Mr. Tsunenori Sato has made significant contributions to the development and sales of systems for financial institutions such as regional banks in the systems business for financial institutions, which is a core business of the Company. Based on such abundant achievements and experience, he assumed office of President and Representative Director of the Company in April 2019 and office of Chairman and Representative Director in June of last year. In the expectation that he will make important management decisions and appropriately fulfill supervisory functions in business execution, the Company has judged that he will contribute to achieving sustainable growth of the Group and enhance corporate value over the medium to long term, and is an appropriate person to be renominated as Director
President and Representative Director Koji Sakata Mr. Koji Sakata has leveraged his abundant experience as a system engineer and has contributed to the improvement of the quality of the Company’s packaged software and increased customer satisfaction in the customer support business. He assumed office of Representative Senior Managing Director and Executive Officer in October 2020 and made contributions to accelerating execution of business in the technical division and strengthening the management system and functions accompanying business expansion. Furthermore, since assuming office of President and Representative Director in June of last year, he has been strengthening the corporate governance system and the effectiveness of the risk management system. The Company proposes his reappointment as Director in order to achieve the sustainable growth and enhance corporate value of the Group.
Managing Director and Executive Officer Hirotaka Oeda Mr. Hirotaka Oeda has made significant contributions to the development of systems for servicers and non-banks in the systems business for financial institutions, which is a core business of the Company, as well as business expansion. He has fulfilled his duties appropriately based on such achievements and his experience and insight cultivated through striving for the supervision of the entire business as Managing Director and Executive Officer, General Manager of Corporate Strategy Department. The Company has continued to judge that he is an appropriate person to be renominated as Director with expectation that he will drive further business expansion of the Group.
Director and Executive Officer Kazunori Kono Since joining the Company, Mr. Kazunori Kono has accumulated a wealth of knowledge mainly in the Network Solution Division and has served as Deputy General Manager of the Corporate Strategy Department and General Manager of the Payment Business Division. He has a wide range of experience in business, technology, and sales. He has also been promoting sustainability and driving business transformation through digital technology (DX) as an officer in charge of those areas. The Company has determined that specialized knowledge and leadership are essential to dramatically enhance the Group’s competitiveness by integrating ESG management and cutting-edge technologies such as AI into management going forward. Accordingly, the Company proposes his reappointment as Director.
Outside Director Waka Abe Ms. Waka Abe has experience and insight in launching new businesses overseas and serving as Director of a business corporation, embodying diversity herself. She assumed office of Outside Director of the Company in June 2021, and has made significant contributions to strengthening the constructive discussions and effectiveness of the Board of Directors by providing proactive comments and insights that encourage appropriate risk-taking and management reforms. From the perspective of promoting the Group’s global business and diversity, the Company expects that she will contribute to strengthening a function of supervising the Group’s management, including the formulation of growth strategies and the area of financial strategies such as M&A. Accordingly, the Company proposes her reappointment as Outside Director.

Attendance at the Board of Directors

The attendance record for the Board of Directors in FY2025 is as follows.
*Titles are as of FY2025, which is the relevant attendance period.

Position Name Attendance status
President and Representative Director Tsunenori Sato 100% (20/20 meetings)
Representative Director Koji Sakata 100% (20/20 meetings)
Director Hirotaka Oeda 100% (20/20 meetings)
Director Katsuo Nakayama 100% (20/20 meetings)
Director Kazunori Kono 100% (20/20 meetings)
Outside Director Waka Abe 95% (19/20 meetings)
Director (Audit & Supervisory Board Member) Masahito Motoyama 100%（20/20 meetings）
Outside Director (Audit & Supervisory Board Member) Itsuko Fukuda 100%（15/15 meetings）
Outside Director (Audit & Supervisory Board Member) Koji Kanazawa 100%（15/15 meetings）

*Outside director Itsuko Fukuda and outside director Koji Kanazawa were newly elected at the Annual General Meeting of Shareholders held on June 20, 2025, and therefore the number of Board of Directors meetings held during their terms differs from that of other directors. Following their election, the Board of Directors met 15 times.