Markets. Businesses. One Capital Discipline.
Suara Capital Partners, Corp. (the “Company”), as a corporation engaged in proprietary investment operations and the acquisition and operation of small businesses, is firmly committed to compliance with applicable laws and the establishment of a sound management framework. None of the small businesses currently owned and operated by the Company conducts a business requiring a license or regulatory authorization. The Company is not registered in any category of financial instruments business under the Financial Instruments and Exchange Act of Japan, including investment advisory and agency business, investment management business or Type II financial instruments business, and does not intend to obtain any such registration. Although “financial instruments business” appears among the business purposes stated in the Company’s articles of incorporation and certificate of registered matters, that wording does not indicate that the Company is registered as a financial instruments business operator. The Company does not currently conduct, and will not conduct, any business requiring registration under the Act. Accordingly, the Company does not solicit funds from external investors; accept, hold or manage client assets; provide investment advice or agency services; intermediate or solicit financial products; or conduct any other activity requiring registration under the Act. Nevertheless, to enhance corporate reliability and transparency and provide reassurance to financial institutions, business partners and other stakeholders, the Company has established and publishes these principles concerning its internal management framework. These principles have been prepared consistently with the Company’s previously published Privacy Policy, Legal Compliance Declaration and Representative Philosophy.
The Company regards the elimination of conflicts of interest, adherence to the proprietary-account principle and rigorous information management as three important pillars of management and will continue to pursue sound and transparent operations. The specific principles applicable to each pillar are set out below.
In addition to limiting its investment activities to proprietary capital and not handling third-party funds, the Company has established a conflict-of-interest management policy and an appropriate framework for managing matters that could create a potential conflict among the Company, businesses it owns, business partners and other related parties in connection with the acquisition and operation of small businesses.
The Company’s officers and employees—although the Company currently operates under a single-director structure, it has already established internal rules in anticipation of future growth—must strictly refrain from conduct that would improperly harm the legitimate interests of business partners or other related parties whose interests are protected by law or contract. When a potential conflict of interest arises, the Company will implement management measures such as avoiding the transaction, separating the relevant interests and making appropriate disclosure in order to preserve soundness and transparency.
The Company is dedicated to investment operations using proprietary capital, and all investment decisions, gains and losses belong solely to the Company. The Company does not, as a financial service for external clients, accept, hold or manage client assets; provide individualized investment advice or agency services; or intermediate or solicit financial products.
The Company evaluates earnings capacity, acquisition price, required capital, business risk and growth potential on an individual basis and uses proprietary capital to acquire and directly operate only those small businesses it considers attractive as investments. These are businesses acquired, owned and directly operated by the Company itself and are not support services provided to external clients. None of the multiple small businesses currently owned and operated by the Company conducts a business requiring a license or regulatory authorization.
The Company implements strict management of all information handled in the course of business and maintains a high standard of information security and confidentiality. Personal information is handled appropriately in accordance with the Act on the Protection of Personal Information, other applicable laws and regulations, and the Company’s Privacy Policy. Personal data obtained by the Company is not used for purposes outside the stated purposes of use and is stored securely under a system that permits access only by authorized persons.
The Company also takes comprehensive measures to manage material non-public information, including insider information, learned in the course of proprietary investment and business operations. It complies with restrictions under the Financial Instruments and Exchange Act and other applicable laws governing confidential information and has clarified rules for obtaining and using such information through internal regulations. The unfair use of material facts learned in the course of business and disclosure of such facts to third parties are strictly prohibited, and the Company maintains checks designed to prevent violations. It also implements technical security measures, including appropriate access controls and encryption within information systems, and works to strengthen cybersecurity and prevent information leakage. Through these measures, the Company maintains an information-management framework that gives due consideration both to the protection of stakeholder privacy and to the fairness of markets.
Based on these principles, the Company will uphold corporate integrity and transparency and seek to maintain the trust of its stakeholders. The Company will continue to strengthen and improve its internal management framework and will conduct proprietary investment operations and the acquisition and operation of small businesses in a sound and transparent manner while complying with applicable laws and standards.
