Helpful Info
Sustainability
Corporate Governance / Matters Related to Directors, Auditors and Independent directors / auditors
- Out Line
- Matters
Concerning Internal
Control System - Compliance
- Disclosure
Policy Matters related to
directors, auditors and
independent directors/
auditors
Matters related to directors, auditors and independent directors / auditors (summary)
(As of July 3, 2024)
| Organizational form | Company with the audit & supervisory board |
|---|
Directors |
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|---|---|---|---|---|---|---|---|---|---|
| Number of directors stipulated in articles of incorporation | 15 persons | ||||||||
| Director's term of office stipulated in articles of incorporation | Two years | ||||||||
| Chairman of the board of directors | President | ||||||||
| Number of directors | 14 persons | ||||||||
| Election of outside directors | Appointed | ||||||||
| Number of outside directors | Five persons | ||||||||
| Number of independent directors out of outside directors | Five persons | ||||||||
| Committee corresponding to nominating committee or compensation committee | Established | ||||||||
| Status of establishment of voluntary committees, composition of committee members, and attributes of the chairperson | Title of the committee | All members (people) | Full-time members (people) | Internal directors (people) | Outside directors (people) | Outside experts (people) | Others (people) | Chairperson | |
| Voluntary committee equivalent to the nominating committee | Group nomination and compensation committee | 4 | 0 | 2 | 2 | 0 | 0 | Outside director | |
| Voluntary committee equivalent to the compensation committee | Group nomination and compensation committee | 4 | 0 | 2 | 2 | 0 | 0 | Outside director | |
| Supplementary explanations | The Company has established the group nomination and compensation committee, which has at least half of its members as independent outside directors, and the group nomination and compensation committee deliberates on the nomination and compensation of our directors and others, which have been consulted by board of directors, and reports to board of directors. In addition, the group nomination and compensation committee deliberates on the nomination and compensation of directors, etc. of the relevant subsidiary, which has been consulted by the representative director of the subsidiary, and reports to the representative director of the subsidiary. The members of the group nomination and compensation committee are appointed at board of directors as follows, and the committee meets as needed. Chairman: Keiichi Maeda (Outside director) Member: Tetsuo Komori (Outside director) Member: Hidetoshi Yamamoto (President and group CEO) Member: Takayuki Tsukagoshi (Senior managing director) In order to properly manage the group nomination and compensation committee, the secretariat established by board of directors supports the operation of the Committee. In the management of the committee, the Company incorporate appropriate and up-to-date knowledge on corporate governance through the support of outside consultants. |
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Audit & supervisory board members |
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|---|---|
| Establishment or non-establishment of an audit & supervisory board | Established |
| Number of audit & supervisory board members stipulated in articles of incorporation | Four persons |
| Number of audit & supervisory board members | Three persons |
| Cooperation among audit & supervisory board member, accounting auditors, and internal auditing division | The Company has established the internal audit office, which reports directly to president, and is conducted by two people, including one general manager. Based on the internal audit plan, we conduct internal audits on the status of compliance and internal controls for the entire group and report the findings to president, and immediately report to the relevant director, audit & supervisory board and the presidents of our group companies. The Company does not have a system for reporting directly to the board of directors. In addition, the Company share information on the status of timely compliance with the audit & supervisory board in a timely manner to ensure a cooperative system. At the audit & supervisory board, director and key employees receive individual interviews, and the internal auditing office also attends. In addition, we attend regular meetings of the audit & supervisory board and the accounting auditor to exchange views and strive to ensure adequate cooperation. |
| Election or non-election of outside corporate auditors | Appointed |
| Number of outside audit & supervisory board members | Two persons |
| Number of independent officers out of outside audit & supervisory board members | Two persons |
Independent officers |
|
|---|---|
| Number of independent officers | Seven persons |
| Other notes regarding independent officers | We have designated Five directors and Two audit & supervisory board members who are outside directors / audit & supervisory board members as independent officers. |
Incentives |
|
|---|---|
| Implementation of measures on incentive allotment to directors | Other |
| Supplementary information | For information on our directors’ compensation plans, please refer to the section entitled “[Director's compensation] Disclosure of the amount of remuneration or the decision policy on the calculation method” below. |
| Grantees of stock options | Directors, outside directors, employees, directors and employees of subsidiaries |
| Supplementary information | In order for the entire company to pursue the realization of the our shared group philosophy of “The Greatest Leisure For All People” and for the Group to work together to promote business, we grant stock options with the aim of sharing a common awareness with the Company's employees, officers and employees of Group companies and shareholders and fostering a desire to contribute to maximizing the corporate value of the Group. For directors of the Company, we have introduced a share acquisition rights plan under which share acquisition rights can be allotted as stock options. |
Director's compensation |
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|---|---|---|---|---|---|---|
| Disclosure of directors' compensation | Indivisual compensation is not disclosed. | |||||
| Supplementary information | Our director compensation consists of monetary remuneration paid monthly as base remuneration, and bonuses that are linked to performance and non-monetary remuneration granted stock acquisition rights as stock options. The percentage of these remuneration is based on a comprehensive ratio setting that takes into account positions, responsibilities, performance and contributions. |
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| <Total amount of remuneration, etc. by director category of the submitting company, total amount of remuneration, etc. by type, and the number of directors subject to the remuneration (FY2023)> | ||||||
Amount of Compensation by Type (millions of yen) |
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| Director category | Total amount of remuneration, etc. (millions of yen) |
Monetary remuneration |
Performance-linked remuneration, etc. |
Non-monetary Remuneration, etc. |
Number of Directors covered (people) |
|
| Director | 220 |
152 |
60 |
8 |
4 |
|
| Outside director | 40 |
40 |
- |
- |
5 |
|
| (Note) 1. Above, number of recipient directors does not include six non-compensated directors. | ||||||
| Existence of methods to determine compensation or compensation policies | Yes | |||||
| Disclosure of the amount of remuneration or the decision policy on the calculation method | Monetary remuneration (fixed remuneration) of director is paid monthly with the determined remuneration divided by 12, in principle, with June as the revision time. In addition, the Company has adopted bonuses as performance-linked compensation, which is monetary compensation, and share acquisition rights plan and the restricted stock compensation plan as non-monetary compensation. (Decision process) Our director’s remuneration is based on a remuneration system that takes into results in relation to the Group’s sustainable growth and medium-to-long-term objectives for enhancing corporate value and shareholder interests. Our policy is to ensure that the amount of individual remuneration, etc. is appropriate in light of other companies in the same industry, economic and social conditions, and in light of the duties and roles in charge, the performance of each fiscal year, the degree of contribution, and responsibilities, etc. comprehensively. Specifically, it consists of fixed remuneration which pays a certain amount of money each month, bonuses which pays money linked to short-term performance, share acquisition rights plan and a stock-based remuneration system that allows for the granting of restricted stock with the aim of increasing the willingness to contribute to enhancing medium-to-long-term’s performance and sustained enhancement of corporate value, as well as to further share value with shareholders over the long term. The decision-making policies are determined by resolution of the board of directors after consultation with the group nomination and compensation committee. (Performance-linked remuneration, etc.) As a performance-linked remuneration for our directors, we set consolidated operating profit as a performance indicator for a single fiscal year in order to raise awareness of improved performance for each fiscal year, and pay bonuses in an amount calculated according to the degree of achievement of that target. The reason for choosing operating profit as a performance indicator is because it shows the results of a company’s operating activities and we consider that the profit that the management’s ability has the most influence. (Non-monetary remuneration, etc.) (1) In order to share the benefits and risks of share price fluctuations with shareholders and provide directors with incentives to further motivate them to contribute to the enhancement of corporate value, and in order to secure highly experienced and talented human resources as outside directors, a share acquisition rights plan that allows us to allocate stock options is introduced. (2) The company introduced a restricted stock compensation plan under which the Company will allocate shares of our common stock for director (except for outside director) subject to the terms of the restricted period and reasons for free acquisition by us, with the aim of enhancing the willingness of shareholders to contribute to medium-to-long-term improvement of business performance and sustainable improvement of corporate value, as well as further sharing of value with shareholders. (Maximum remuneration) At our 26th Annual General Meeting of Shareholders held on June 18, 2014, the amount of monetary remuneration for our director was resolved to be within ¥1,100 million per annum (of which ¥50 million for outside directors). At the conclusion of the meeting, director had 12 members (including one outside director). At our 35th Annual General Meeting of Shareholders on June 21, 2023, a resolution was passed to introduce a share acquisition rights plan, which allows for the allocation of share acquisition rights as stock-based remuneration within the scope of director remuneration mentioned above. The maximum number of shares of share acquisition rights to be allocated in a given fiscal year is 116,000 (including 5,200 shares for outside director). At the end of the meeting, there are 14 directors (including five outside directors) eligible for awards related to share acquisition rights plan. At our 36th Annual General Meeting of Shareholders held on June 19, 2024, a resolution was passed to introduce a restricted stock remuneration plan under which restricted stock will be granted to the extent of director remuneration mentioned above. The maximum total number of shares of restricted stock to be allotted in each fiscal year is 240,000 shares. However, the total number of shares of restricted stock to be allotted in each fiscal year in the relevant payment is no more than 80,000 shares, as the lump-sum payment is assumed to be made in the first fiscal year of the relevant service period as remuneration for the provision of services over the three fiscal years. At the end of the meeting, there are nine (9) directors eligible for awards related to restricted stock remuneration. |
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Support system for outside directors (outside audit & supervisory board members) |
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|---|---|
| (i) Outside directors General Affairs Department carries out assistance to the Outside directors. The department makes Board of Directors convening and advance notification of agenda. (ii) Audit & supervisory board members The audit staff assists the work of the audit & supervisory board members. Information required by the audit & supervisory board is collected by the audit & supervisory board members themselves, or by the staff at the direction of the audit & supervisory board members. The audit & supervisory board arbitrarily shares information with the audit office. The General Affairs Department conducts advance briefings regarding matters to be reported and resolved in Board of Directors as needed. |
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Retired presidents/CEOs holding advisory positions (sodanyaku, komon, etc.) |
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| Information on retired presidents/CEOs holding advisory positions (sodanyaku, komon, etc.) | Names |
Job title/position |
Responsibiulities |
Employment terms (Full/part time, with/without compensation, etc.) |
Date when former role as president/CEO ended |
Term |
- |
- |
- |
- |
- |
- |
|
| Number of retired presidents/CEOs holding advisory positions (sodanyaku, komon, etc.) | 0 persons | |||||
| Others | The Company does not have a system or internal rules for the appointment of advisors, etc. after the retirement of the President/CEO, etc. | |||||
| Reasons for Appointing an Outside Director and Outside audit & supervisory board members | ||
|---|---|---|
Outside director |
Status of Attendance at Meetings of Board of Directors (FY2023) | |
| Shigesato Itoi | Mr. Shigesato Itoi has a diverse track record of activities, including corporate managers, copywriters and essayist, as well as a wealth of experience and unique ideas. Based on these experiences and ideas, we receive important and useful advice from an independent and diversified perspective on our creative and management indicators. The board of directors has determined him as an outside director that is an appropriate coaching and supervision of our management and business. In addition, he satisfies the independence requirements stipulated by the Tokyo Stock Exchange and the Company’s independence criteria, and was designated as an independent officer after judging his appointment would not give rise to conflict of interest with the general shareholders of the Company. | Board of Directors |
| Katsuya Shirai | Mr. Katsuya Shirai has extensive experience, outstanding insight and networking in corporate management and content businesses. Based on this experience and insight, we receive important and useful advice from an independent and diversified perspective on our creative and management indicators. The board of directors has determined him as an outside director that is an appropriate coaching and supervision of our management and business. In addition, he satisfies the independence requirements stipulated by the Tokyo Stock Exchange and the Company’s independence criteria, and was designated as an independent officer after judging his appointment would not give rise to conflict of interest with the general shareholders of the Company. | Board of Directors 10/11 |
| Tetsuo Komori | Mr. Tetsuo Komori has outstanding insight based on a wide variety of corporate management experience and advanced knowledge and expertise based on abundant experience. Based on this experience and insight, we receive important and useful advice from an independent and diversified perspective on our management indicators. Furthermore, as a member of the group nomination and compensation committee, the committee deliberates on the appointment and dismissal of directors and remuneration for directors (and other officers) from an external perspective, and promotes the establishment of a highly objective and transparent governance system. The board of directors has determined him as an outside director that is an appropriate coaching and supervision of our management and business. In addition, he satisfies the independence requirements stipulated by the Tokyo Stock Exchange and the Company’s independence criteria, and was designated as an independent officer after judging his appointment would not give rise to conflict of interest with the general shareholders of the Company. | Board of Directors 11/11 |
| Keiichi Maeda | Mr. Keiichi Maeda, in addition to his experience in corporate management, is familiar with promotional and digital areas and possesses advanced knowledge and expertise based on outstanding insight and abundant experience. Based on this experience and insight, we receive important and useful advice from an independent and professional perspective on our management indicators. In addition, as the chairman of the group nomination and compensation committee, the committee deliberates on the appointment and dismissal of executives and remuneration for directors (and other officers) with an outside perspective and strong leadership, and promotes the establishment of a highly objective and transparent governance system. The board of directors has determined him as an outside director that is an appropriate coaching and supervision of our management and business.
In addition, he satisfies the independence requirements stipulated by the Tokyo Stock Exchange and the Company’s independence criteria, and was designated as an independent officer after judging his appointment would not give rise to conflict of interest with the general shareholders of the Company. |
Board of Directors 11/11 |
| Kimie Morishita*1 | Ms. Kimie Morishita is well versed in communication strategy, branding, and PR fields both within and outside Japan, with a high level of knowledge and expertise based on her wealth of experience. The board of directors has therefore determined her as an outside director based on its judgment that she would be a resource for providing the Group with coaching and supervision in order to evolve its business from her independent position and professional perspective backed up with her tremendous experience and knowledge. In addition, she satisfies the independence requirements stipulated by the Tokyo Stock Exchange and the Company’s independence criteria, and was designated as an independent officer after judging her appointment would not give rise to conflict of interest with the general shareholders of the Company. | - |
Outside audit & supervisory board members |
Status of Attendance at Meetings of Board of Directors / Audit & supervisory board (FY2023) | |
| Kenichi Ikezawa | Outside audit & supervisory board member, Mr. Kenichi Ikezawa has been involved in accounting and finance operations for many years and possesses sufficient insight into Group internal controls that draws on the knowledge accumulated through his career. He was appointed based on the judgment that he will be able to provide advice from an independent standpoint. In addition, he satisfies the independence requirements stipulated by the Tokyo Stock Exchange and the Company's independence criteria, and was designated as an independent officer after judging his appointment would not give rise to conflict of interest with the general shareholders of the Company. |
Board of Directors 11/11 Audit & supervisory board 8/8 |
| Yoshika Furuta | Outside audit & supervisory board member, Mr. Yoshika Furuta has deep experience in charge of national tax affairs, and was appointed based on the Company’s judgment that he would be able to provide advice from an independent standpoint. He concurrently holds the post of chief, Yoshika Furuta certified public tax accountant office, but there is no transaction or other special relationship between us and the company in which he was concurrently appointed. In addition, he satisfies the independence requirements stipulated by the Tokyo Stock Exchange and the Company's independence criteria, and was designated as an independent officer after judging his appointment would not give rise to conflict of interest with the general shareholders of the Company. |
Board of Directors 9/11 Audit & supervisory board 8/8 |
*1 Ms. Kimie Morishita was elected as outside director at the 36th Annual General Meeting of Shareholders held on June 19, 2024 and was appointed on July 1, 2024.
* For details of the officers, please refer to “Executives.”
