Corporate Governance
Regarding Officers
The following section includes information about the number of outside directors, the reasons they were elected, the number of meetings they attend, and the compensation received by board members.
Outside Directors
Reason Elected
| Name | Independent Director |
Supplemental Explanation of Conforming Items |
Reason Elected |
|---|---|---|---|
| Masao Tejima | ◯ | - | Mr. Masao Tejima established a number of businesses in the fields of IT and marketing, engaged in the management and public offering of companies listed on the NASDAQ as a member of management at the head offices of 3 U.S. companies, and successively worked in different important posts such as representing the Japanese corporations of such companies. Seeing as the Company believes in his ability to give advice about and supervise the management of the Company from a practical and multilateral perspective while utilizing his abundant experience and broad knowledge as a global manager, the Company requests that shareholders continuously elect him as Outside Director. |
| Hiroshi Kobayashi | ◯ | - | Mr. Hiroshi Kobayashi has had a long and successful career holding various important posts in the ever-changing entertainment industry. Seeing as the Company believes in his ability to give advice about and supervise the management of the Company from a practical and multilateral perspective while utilizing his abundant experience and broad knowledge as a global manager, the Company requests that shareholders continuously elect him as Outside Director. |
| Tatsuo Sato | ◯ | - | Mr. Tatsuo Sato has had a long and successful career in different important posts in the KADOKAWA Group, an integrated entertainment business group. Seeing as the Company believes in his ability to give advice about and supervise the management of the Company from a practical and multilateral perspective while utilizing his abundant experience and broad knowledge as a global manager, the Company requests that shareholders continuously elect him as Outside Director. |
| Michiaki Ogasawara | ◯ | - | Mr. Michiaki Ogasawara has been engaged mainly in the administration of information and communication in the Ministry of Internal Affairs and Communications, and has successively worked in important posts such as Vice-Minister for Internal Affairs and Communications over the years. Seeing as the Company believes in his ability to give advice about and supervise the management of the Company from a practical and multilateral perspective while utilizing his abundant experience and broad knowledge as a global manager, the Company requests that shareholders continuously elect him as Outside Director. |
| Fumiko Hayashi | ◯ | - | Ms. Fumiko Hayashi has experience in being involved in municipal administration for many years such as assuming office as the first female president of the Mayors Association of Designated Cities. In addition, she has directed market development and business enhancement of domestic and overseas automobile brands in the significantly changing automotive industry by utilizing her managerial experience. She has also successively held important positions such as serving as corporate representative of automotive sales companies. Seeing as the Company believes in her ability to give advice about and supervise the Company's promotion of diversity and sustainable growth by utilizing her abundant experience and board knowledge as an administrator and by sharing her unique perspective as a female executive, the Company requests that shareholders continuously elect her as an Outside Director. |
| Masaki Kimura | ◯ | Mr. Masaki Kimura has been engaged in international financial transactions at The Bank of Yokohama, Ltd. for many years. | The Company decided that his abundant experience and specialized knowledge could be beneficial for the auditing of the Company and requests that shareholders continuously elect him as an Outside Audit & Supervisory Board Member. |
| Kengo Takano | ◯ | Mr. Kengo Takano has been working with The Bank of Yokohama Group as an officer and employee over the years. | The Company decided that his abundant experience and broad knowledge of domestic and overseas finance, as well as his professional insight as a manager, could be beneficial for the auditing of the Company and requests that shareholders elect him as an Outside Audit & Supervisory Board Member. |
Main Activities in FY 2022
| Position | Name | Overview of attendance, remarks, and duties performed as expected of an Outside Director. |
|---|---|---|
| Director | Masao Tejima | Mr. Masao Tejima attended all 20 meetings of the Board of Directors held during the current fiscal year. Based on his extensive experience and broad knowledge as a manager who has established a number of businesses and held key positions, he has made necessary timely remarks. In addition, as an independent Outside Director, he also served as a member of the Nomination and Remuneration Committee, as well as chairman of the Ad Hoc Committee. |
| Director | Hiroshi Kobayashi | Mr. Hiroshi Kobayashi attended all 20 meetings of the Board of Directors held during the current fiscal year. Based on his extensive experience and broad knowledge as a manager who has held key positions in the entertainment industry for many years, he has made necessary timely remarks. In addition, as an independent Outside Director, he also served as Chairman of the Nomination and Remuneration Committee, as well as the Ad Hoc Committee. |
| Director | Tatsuo Sato | Mr. Tatsuo Sato attended all 20 meetings of the Board of Directors held during the current fiscal year. He has successively worked in different important posts in the KADOKAWA Group, an integrated entertainment company group, for many years. Based on his abundant experience and broad knowledge as a manager, he has made necessary timely remarks. In addition, as an independent Outside Director, he also served as a member of the Nomination and Remuneration Committee, as well as the Ad Hoc Committee. |
| Director | Michiaki Ogasawara | Mr. Michiaki Ogasawara attended all 20 meetings of the Board of Directors held during the current fiscal year. Based on his extensive experience and wide range of knowledge as an administrative officer who has held important positions in the Ministry of Internal Affairs and Communications for many years, he has made necessary timely remarks. In addition, as an independent Outside Director, he also served as a member of the Nomination and Remuneration Committee, as well as the Ad Hoc Committee. |
| Director | Fumiko Hayashi | After being appointed to her position on June 16, 2022, Ms. Fumiko Hayashi attended all 15 meetings of the Board of Directors held during the fiscal year. Based on her long-time experience in the field of municipal administration and her extensive knowledge accumulated through holding multiple key positions in the automotive industry, she has provided necessary remarks from the perspective of a female business manager, such as promoting diversity in our company. In addition, she participated in the Nomination and Remuneration Committee and the Ad Hoc Committee as an independent Outside Director. |
| Audit & Supervisory Board Member | Masaki Kimura | Mr. Masaki Kimura attended all 20 meetings of the Board of Directors and all 7 meetings of the Audit & Supervisory Board held during the current fiscal year. Based on his extensive experience and expertise in international financial transactions at financial institutions over many years, he has made necessary timely remarks. |
| Audit & Supervisory Board Member | Kengo Takano | Mr. Kengo Takano has attended all 20 meetings of the Board of Directors, and all 7 meetings of the Audit & Supervisory Board held during the current fiscal year. Based on his extensive experience and wide range of knowledge gained through many years of involvement in domestic and international financial transactions at financial institutions, as well as his professional insight as a manager, he has made necessary timely remarks. |
Number of Members and Organization
| Outside Directors | 5 |
|---|---|
| Outside Directors designated as Independent Directors | 5 |
| Outside Audit & Supervisory Board Members | 2 |
| Outside Audit & Supervisory Board Members designated as Independent Directors | 2 |
Director and Audit & Supervisory Board Member Compensation
Total compensation for fiscal year 2022
| Classification | Persons paid | Total amount of compensation by classification (millions of yen) | Amount paid (millions of yen) | |||
|---|---|---|---|---|---|---|
| Base compensation | Performance-based compensation | Non-monetary compensation | Other | |||
| Directors (including Outside Directors) |
13 （5） |
450 (32) |
328 (2) |
25 (6) |
1 (0) |
806 (41) |
| Audit & Supervisory Board Members (including Outside Audit & Supervisory Board Members) |
4 (2) |
23 (11) |
2 (1) |
- (-) |
0 (0) |
26 (13) |
| Total (including outside officers) |
17 (7) |
474 (44) |
331 (3) |
25 (6) |
2 (0) |
833 (55) |
Policy for Determining Details about Officer Compensation
At the Board of Directors meeting held on March 8, 2021, the company resolved a policy for determining the content of individual director compensation.
In addition, the Board of Directors has also confirmed that the method of determining the details of compensation for each individual director for the current fiscal year, as well as the details of compensation determined, are consistent with the decision-making policy approved by the Board of Directors, and are deemed to be in accordance with the policy.
The details of the policy for determining the details of compensation for each individual director are as below.
- Basic Policy
The company's basic policy is to coordinate the compensation of directors to shareholders' profits in order to adequately function as an incentive to sustainably increase corporate value, and to set the compensation of individual directors at an appropriate level based on the responsibilities of each director. Specifically, the company's basic policy is for compensation to consist of base compensation (monthly compensation), performance-based compensation (bonuses), and stock-based compensation.
- Policy for determining the amount of base (monthly) compensation by individual (including the policy for determining the timing and conditions for granting compensation).
The basic compensation (monthly compensation) for full-time directors of the company shall be a monthly fixed compensation, which shall be determined by the Board of Directors, based on the base monthly amount determined by the Board of Directors in accordance with their position and responsibilities, as well as the evaluation of each full-time director by the President and Representative Director within the range determined by the Board of Directors.
The basic compensation (monthly compensation) of non-executive directors of the company shall be a fixed monthly compensation, which shall be determined by the Board of Directors in consideration of the compensation of full-time directors. - Policy for determining the details and method of calculating the amount and number of performance-based compensations and non-monetary compensations (including policy for determining the timing and conditions of granting compensations).
The performance-based compensation (bonus) for full-time directors of the company shall be a monetary compensation reflecting the performance indicators (KPI) of the company's Group in order to raise awareness of the need to improve performance for each fiscal year. The total of an amount calculated according to the degree of achievement for consolidated operating income, consolidated ordinary income, and consolidated net income targets for each fiscal year, as well as an incentive amount determined by the sales of games, for example, for each fiscal year, shall be paid at a certain time each year based on a resolution by the Board of Directors. Performance-based compensation (bonuses) for non-executive directors of the company shall be a monetary compensation, and shall be paid an amount determined by the Board of Directors based on the basic compensation (monthly compensation) after determining at a certain time each year whether to pay such compensation based on the company's profit.
Non-monetary compensation for directors of the company shall be share options as stock options, and shall be paid approximately once every two years by decision of the Board of Directors. Non-monetary compensation for full-time directors shall be determined in consideration of his or her position and business performance. Non-monetary compensation for part-time directors shall be determined based on his or her position. - Policy on determining the ratio of the amount of base compensation, performance-based compensation, or non-monetary compensation, to the amount of compensation for each individual director.
For directors of the company, the ratio of compensation for each type of compensation shall be determined on the basis of base compensation, with reference to the level of compensation benchmarked to companies of a similar business size and in a related industry or business category to the company. In addition, full-time directors will be paid performance-based compensation (bonuses) to strengthen the relationship between corporate value and compensation, and the ratio of compensation other than base compensation will increase for higher positions.
- Matters concerning determining details about individual compensation for directors
The details and amount of compensation for each individual shall be determined by a resolution of the Board of Directors. The nomination and remuneration committee, at least half of whose members are independent outside directors, shall deliberate on matters consulted by meetings of the Board of Directors, and shall make reports and proposals to the Board of Directors. Finally, based on the reports and proposals of the nomination and remuneration committee, the Board of Directors shall determine the individual compensation of each director according to his or her individual duties and responsibilities.