Corporate Governance
Corporate Governance Structure

Board of Directors

The Board of Directors is made up of 12 members (as of June 15, 2023) with 4 members being assigned from outside the company. They deliberate, vote, and report on items as determined by Board regulations. In addition, 4 auditors (as of June 15, 2023) also attend, with 2 of them being from outside the company, in order to monitor Board decisions.

Assessment of the Effectiveness of the Board of Directors

To analyze and evaluate the effectiveness of the Board of Directors as a whole, a questionnaire was sent to each director and Audit & Supervisory Board member. The Board of Directors secretariat compiled, analyzed, and reported the results, and the evaluation results were discussed and shared with the Board of Directors. As a result, the company confirmed that the effectiveness of the Board of Directors had been ensured over the 14th fiscal term. The Board of Directors of the company shall continue to improve and further enhance the effectiveness of the Board of Directors based on the results of this evaluation.

Management Meeting

Under the Board of Directors, we have set up a Management Meeting attended by the Board members, Company executives and Auditors. This Meeting determines general management related items based on the Directives of the Board of Directors.

Executives

We have implemented a system of Executives, and have initiated policies designed to enable prompt management decisions and appropriate execution of necessary work.

Auditing

Our company has a corporate auditing policy. Our Auditing group is made up of 4 members, with 2 of them being from outside the company, and this group holds regular auditing meetings.

Accountants and Lawyers

We have employed KPMG Azsa LLC, an auditing company, to provide us with accurate and fair audits. In addition, we have legal advisors and contract advisors to give us appropriate advice relating to law or contract related issues.
At our direction, our subsidiaries have implemented the same level of management, and KOEI TECMO GROUP has solidified its management system across the board. Our subsidiaries undergo annual audits from our auditing division, in which they confirm that the management procedures are functioning overall.

Nomination and Remuneration Committee

The Nomination and Remuneration Committee, a committee in which at least majority of the members are independent directors, discusses matters consulted upon by the President & CEO regarding the nomination and remuneration of our company's Group's directors and executive officers, and submits reports and proposals to the Board of Directors.

Ad Hoc Committee

The Ad Hoc Committee, whose members are independent Outside Directors, deliberates on matters such as those related to important transactions with controlling shareholders or their subsidiaries as requested by the Board of Directors, along with other important governance-related matters that the Board of Directors deems necessary for consultation, and submits reports and proposals to the Board of Directors.

Compliance Committee

The Compliance Committee, with a director in charge, has been established in order to promote compliance, receive reports, consultations, and notifications from employees, and conduct fact-finding investigations. Our company has a system in place that allows any potential compliance issues to be promptly reported to the director in charge, which allows our Group to maintain the overall compliance system, identify problems, and execute duties in compliance with laws, the Articles or Incorporation, and other internal regulations.

Risk Management Committee

The Risk Management Committee has been established in order to review the basic risk management policy and to develop and strengthen the risk management system. By centrally managing risks faced by the Group, the committee strives to share information among related divisions, encourage mutual cooperation, make accurate judgements, and respond to issues promptly. It has also established a system to ensure the appropriateness of operations for the entire Group.

Internal Control Committee

The roles of the Internal Control Committee include deliberating on maintenance and operation plans and correcting problems and deficiencies in internal control. The committee directs the relevant departments of each company to carry out specific tasks based on the operation plan and to improve internal control deficiencies discovered by the Audit Department, and it strives to make accurate judgments and take prompt actions to establish a system to ensure the appropriateness of operations for the entire group.

Harassment Prevention Committee

The Harassment Prevention Committee was established as an organization whose role is to prevent harassment, act as a contact point for complaints and consultations when harassment occurs, and conduct investigations. When a complaint or consultation is received, the committee investigates and confirms the facts, discusses necessary countermeasures, and takes prompt action. In particular, as part of our efforts to create an environment in which employees feel comfortable setting up a consultation, we established a help desk in the fiscal year 2021, and we have worked hard to create an environment in which employees are able to consult and resolve issues quickly.

Sustainability Committee

We have established the Sustainability Committee as a body to promote sustainability measures across the Company. With the aim of creating a sustainable society, our Group will contribute to the resolution of sustainability issues through corporate activities and strive towards achieving continued growth and medium- to long-term increase in our corporate value. The President & CEO of our company serves as the chair of the Committee, and the CSuO and each general manager of KOEI TECMO GAMES Co., Ltd.; our company; and our domestic and overseas Group companies, respectively, serve as members of the Committee. Policies and strategies regarding sustainability will be discussed and decided.

Internal Reporting System

The company established global compliance regulations and a compliance committee to oversee the execution of duties by officers and employees in order to ensure compliance with laws and regulations. An internal reporting system is available for employees to report violations of laws and regulations, and in addition to internal contact points, external contact points have been entrusted to legal advisors.