Sustainability
Governance
We will improve our corporate value by strengthening our corporate governance and IR.
Corporate Governance Compatible with the Prime Market
Our company was listed on the Prime Market in accordance with the revision of the market classification of the Tokyo Stock Exchange in 2022. Following this, we aim to enhance corporate value through constructive dialogue with global investors and the establishment of a more sophisticated governance structure. We will proceed toward achieving our SDGs, respecting the diversity of our employees, and creating a satisfying work environment. We will create products based on Asian history and culture and thus contribute to society. As one of Japan's leading global companies, we will continue to pursue our long-term vision of becoming "The World's No.1 Digital Entertainment Company" under the ethos of "Creativity & Contribution".
Following the Corporate Governance Code
In FY2022, we assigned one new Outside Director, formulated a skill matrix for our Board members, and set up a Special Committee. In addition, as a listed company on the Prime Market, we will continue to strengthen our governance system in accordance with the Corporate Governance Code.
Governance Improvement Through Outside Directors
Of the 13 members of our Board of Directors, 5 are independent outside directors (as of March 31, 2023). We are a listed company with a controlling shareholder (KOYU HOLDINGS Co., Ltd.). By setting up a Nomination & Remuneration Committee and a Special Committee, we have strengthened our supervisory stance using outside directors and established governance that safeguards the profits of our minority shareholders.
Improvement Plan for Tradable Shares Ratio
In order to meet the enlistment maintenance criteria (35% or more) for the tradable share ratio for the Prime Market, we made a tender offer and issued euro/yen convertible bonds in December 2021. After careful consideration from the perspective of equality among shareholders, transparency of transactions, etc., the Company decided to conduct the purchase through the tender offer method and to set the purchase price at a certain discount from the market price in order to minimize outflow of assets outside the Company as much as possible from the perspective of respecting the interests of shareholders who do not tender their shares in the tender offer and continue to hold our common stock. The Company purchased the shares at a discount to the market price in order to minimize the outflow of assets from outside the Company as much as possible. In addition, from the viewpoint of avoiding dilution of share value, the Company was careful to ensure that the number of shares to be delivered upon exercise of the conversion rights of the convertible bonds will not exceed the number of treasury shares acquired from the major shareholders through the tender offer. These measures were the first of their kind in Japan and have been highly evaluated by the capital market, winning a "Special Prize" in the convertible bonds category at the Capital Eye Awards - BEST DEALS OF 2021 presented by Capital Eye Limited.
FY2022 Accomplishments
- Following the Corporate Governance Code
- Formulated a skill matrix for Directors.
- Operated a special committee made exclusively of independent outside directors to appropriately monitor and supervise deals with the controlling shareholders.
- Operated a Nomination & Remuneration Committee comprised of representative directors and independent outside directors for appointing and paying executives.
- Improved functions of the Board of Directors
- Added one outside director (5 out of 13 are outside directors).
- Continue to make continuous improvements through effective evaluations (self-evaluation) for the Board of Directors.
- Visibility and documentation of the management policies and strategies
- Disclosure of integrated reports.
- Formulated a medium-term management plan and announced it internally and externally.
- To ensure the transparency of our basic principles and management plan, we distribute a video message from the top management to Group executives and employees eight times per year.
- Per the decision of the Board, a management meeting to discuss and decide general management issues is held once a week.
- Dialogue with shareholders and investors regarding IR activities
- Held individual meetings (including conferences) with institutional investors and analysts to promote understanding of our management plan, performance, and value creation model.
201 individual meetings and 4 conferences. - Financial results briefings by top management (interim and year-end) and financial results meetings by CFO and Corporate Planning Department (Q1, Q3) were held in the form of interactive webinars.
- Held individual meetings (including conferences) with institutional investors and analysts to promote understanding of our management plan, performance, and value creation model.
- Internal evaluations and improvements on our corporate and IR websites
- Underwent evaluation by an external evaluation company and revised internal evaluation criteria.
- Complete renewal of the site following the corporate governance code.