Governance

The Hagiwara Electric Group is fully aware of the importance of corporate governance, and we are working to improve the transparency and soundness of our management. Compliance is at the heart of corporate governance. In all our business activities, not only do we strictly comply with laws and regulations, but we also act with the awareness that we are a member of society.

Following the management integration with Satori Electric Co., Ltd. and the resulting transition to a wholly owned subsidiary of MIRAINI Holdings, we adopted a corporate governance structure with an Audit & Supervisory Board Member on April 1, 2026. The Board of Directors currently consists of four Directors and one Audit & Supervisory Board Member. Furthermore, we have adopted an Executive Officer System to enhance the effectiveness of corporate governance and achieve swift and agile business execution by clearly defining the respective roles of management decision-making and supervisory functions and business execution functions. Under this system, Executive Officers are responsible for business execution according to their respective positions, and Directors are appointed from among Executive Officers at or above a certain level. Currently, the Company has four Executive Officers who concurrently serve as Directors and three Executive Officers who do not serve as Directors.
Our Directors and Executive Officers attend monthly meetings of the Board of Directors, where they examine matters concerning the overall management of the corporate group and provide recommendations. The Audit and Supervisory Board Member audits the execution of duties by Directors by attending meetings of the Board of Directors and other important meetings, reviewing important documents, and conducting interviews with Directors, the internal audit department, and other departments responsible for business execution.
In addition, to strengthen overall corporate governance initiatives across the Group, the Company has established a Risk Management Committee and an Internal Control Committee, each chaired by a Director appointed by the Board of Directors of Hagiwara Electric Holdings Co., Ltd.

Newly appointed Directors receive onboarding training, during which they are provided with essential legal knowledge and an explanation of their expected roles and responsibilities. In addition, we conduct annual compliance training for all Directors and offer opportunities to participate in external seminars and networking events to support the acquisition of necessary knowledge and a deeper understanding of their duties.
Furthermore, we provide opportunities to acquire the knowledge and information necessary to fulfill their expected roles and responsibilities, taking into account each director’s experience and background.

The Board of Directors of Hagiwara Electric Holdings met 18 times during fiscal year 2025. The attendance record of each director is shown below.

The MIRAINI Group aims to promote a deeper understanding of the Group through dialogue with shareholders and investors. We also strive to maximize corporate value by taking into account the diverse opinions we receive and improving the efficiency and transparency of management.
Information on the IR activities of Hagiwara Electric Holdings through the fiscal year ended March 2026 is available on the IR Information page of this website.
Going forward, IR activities will be conducted by MIRAINI Holdings. Please refer to the MIRAINI Holdings corporate website below for the latest information.

Based on the belief that it is essential to accurately deal with various risks that may have a significant impact on the management of the Hagiwara Electric Group, we are striving to develop and bolster our risk management system through measures that include identifying and preventing potential risks through communication with stakeholders and formulating measures to minimize damage in the event that risks materialize.

We have established the Risk Management Committee with the aim of promoting Group-wide risk management. The Chairperson of the Committee, who is a Director, is appointed by the Board of Directors. The Risk Management Committee meets once every quarter and is primarily composed of members appointed by the Chairperson, with participation from the Audit & Supervisory Board Member and the person responsible for the Internal Audit Department. Major activities and important matters of the Risk Management Committee are submitted to the Board of Directors of Hagiwara Erectric Holdings for resolution. The Committee also reports on and coordinates its activities with the MIRAINI Holdings Compliance and Risk Committee, thereby promoting initiatives in collaboration with the MIRAINI Group as a whole.
In recognition of the importance of disaster prevention/BCP (Business Continuity Planning), we have also established cross-functional frameworks for individual initiatives. These frameworks enable risks and countermeasures to be considered from specialized perspectives. Through appropriate activities under each framework and organic collaboration between the Committee and relevant departments, we strive to comprehensively identify risks and implement appropriate measures to mitigate them, thereby enhancing the effectiveness of risk management across our Group.

The following 13 items have been identified as risks to the operations of the Hagiwara Electric Group, based on discussions at meetings of the Board of Directors of Hagiwara Electric Holdings Co., Ltd., and these countermeasures are defined.

We have established a Risk Management Committee with the aim of enabling accurate management and practical responses to various risks that may affect the Group’s business operations. In addition, we have formulated Risk Management Regulations and developed a comprehensive risk management framework. The Risk Management Committee identifies key risks and initiates efforts to mitigate them.
As part of the Business Continuity Plan (BCP), we conduct annual safety confirmation tests and evacuation drills for all employees. Furthermore, tabletop exercises and mobilization tests are carried out as needed for members of the Disaster Response Headquarters.
In terms of information security measures, we implement targeted email attack simulations, cyber incident response drills based on emergency scenarios, and enhanced security protocols in line with the introduction of remote work systems.

The Hagiwara Electric Group recognizes information security as one of its highest management priorities and has established the “MIRAINI Group Information Security Basic Policy” to protect information assets across the Group.

Within the MIRAINI Group, under the overall supervision and management of the Compliance and Risk Committee, an Information Security Committee has been established. The Committee discusses information security measures and matters for consideration, compiles measures to be implemented, and works to enhance risk management.　Within the Hagiwara Electric Group, in accordance with the policies of the MIRAINI Holdings Information Security Committee, we provide information security training to all employees across the Group and strive to ensure that information security is widely understood and thoroughly implemented.

The Hagiwara Electric Group implements systemic measures such as antivirus and Endpoint Detection and Response (EDR), information security education for all Group employees, and targeted attack e-mail training. We raise the security awareness of each employee so that they can respond to cyber attack risks that become more sophisticated every day.

As a prerequisite for taking on challenges and reforming, all our group employees have a strong sense of responsibility as members of society and will ensure thorough compliance.

The Hagiwara Electric Group has established the “MIRAINI Group Corporate Charter” and the “MIRAINI Group Code of Conduct” as the basic policy for compliance, and we strive to ensure thorough compliance by establishing regulations, standards, guidelines, etc. for specific matters.
(Handling of personal information, prevention of harassment, revenue recognition accounting standards, transaction management and operational procedures, export license application, etc.)

We have established an Internal Control Committee. The Committee regularly reviews the appropriateness and effectiveness of compliance and internal control systems, works to address and correct identified issues, and works to enhance risk management related to internal controls and compliance. Major activities and important matters of the Internal Control Committee are submitted to the Board of Directors of Hagiwara Electric Holdings for resolution. The Committee also reports on and coordinates its activities with the MIRAINI Holdings Compliance and Risk Committee, thereby promoting initiatives in collaboration with the MIRAINI Group as a whole.

We provide all officers and employees of our group with various training and educational programs on compliance, information security, and other applicable laws and regulations, aiming to raise awareness and improve understanding of laws and policies.

We have established an internal whistleblowing system to strengthen our compliance structure. To ensure the anonymity and confidentiality of whistleblowers, we have established a reporting channel with an independent external service provider, and another reporting channel with an external law firm that provides professional advice. When a whistleblowing report is received, it is promptly forwarded to the appropriate person within the company. Reports can be made anonymously, and those who investigate and take corrective action regarding internal reports are required to strictly manage the content of the report, the investigation process, and the evidence, and the Company regulations prohibit any retaliatory actions or disadvantageous treatment of whistleblowers.

We do not engage in bribery, improperly provide benefits, or give or receive undue advantages in any business activities. We comply with domestic and international laws and regulations, as well as international standards, and ensure fair and transparent transactions. We also strive to promote an understanding of anti-corruption among all officers and employees,and will take strict action against any violations that occur.

The Hagiwara Electric Group recognizes that issues related to conflict minerals pose significant risks, including regional conflict, environmental degradation, and human rights violations. We acknowledge the importance of respecting human rights and ensuring responsible procurement in the international community. To confirm that the products we handle do not contain conflict minerals, we cooperate with supply chain surveys and work to promote responsible sourcing practices.

We stipulate in the "MIRAINI Group Corporate Code of Conduct" that "we shall conduct our business activities in accordance with laws, social norms, and social conscience, and shall have no relationship whatsoever with any individuals or organizations that may adversely affect social order or the sound operation of business." This policy is communicated and enforced throughout the group. In addition, we have established "Regulations for Countermeasures against Anti-Social Forces" and have developed a framework for eliminating anti-social forces, with the General Affairs and Legal Affairs Headquarters of MIRAINI Holdings serving as the responsible contact point. We work closely with Police Headquarters and the local police stations to collect relevant information and prevent any involvement with anti-social forces. We also confirm that all officers and employees have no relationship with and are not involved with anti-social forces. In addition, before commencing business with a new business partner, we conduct appropriate due diligence to confirm that the new business partner has no ties to anti-social forces. Furthermore, in the case of ongoing transactions, we conclude a "Basic Transaction Agreement," which includes clauses excluding organized crime groups and other anti-social forces, thereby establishing and operating a system to exclude anti-social forces.