overview of current corporate governance systems
- 1)Board of Directors
The Board of Directors comprises 10 directors in total including three outside directors. In principle, the Board meets once each month and holds extraordinary meetings when necessary.
Board makes deliberates and decisions on matters specified in laws and regulations, the Articles of Incorporation, and other internal rules, reports on the status of the execution of business and other necessary information, and supervises the execution of duties by directors. Supervisory Board members attend Board of Directors meetings and actively express their opinions.
- 2)Supervisory Board
The Supervisory Board comprises four members including two outside Supervisory Board members. In principle, the Supervisory Board meets once each month and holds extraordinary meetings when necessary.
- 3)Execution of business
The allocation of duties to directors and executive officers are determined by decisions of the Board of Directors, and each carries out their duties.
- 4)Management Meeting
The Company established a Management Meeting to coordinate group management, confirm policies, and so on. In principle, the Council meets once each month.
- 5)Audit and supervision of directors by Supervisory Board members
The Company established and implements Supervisory Board Member Audit Standards.
- 6)Status of audits
Audits in the Company are planned and carried out by the four Supervisory Board members.
The Company also undergoes audits by PricewaterhouseCoopers Aarata LLC.
- 7)Determination of remuneration
Remuneration is paid in accordance with certain standards established by the Board of Directors.
|Number of directors specified in Articles of Incorporation
|Term of office of directors specified in Articles of Incorporation
|Chairperson of the board
|Number of directors
|Appointment of outside directors
||Outside directors are appointed
|Number of outside directors
|Number of outside directors designated as independent directors
Supervisory Board Members
|Whether the company has an Supervisory Board
|Number of Supervisory Board members specified in Articles of Incorporation
|Number of Supervisory Board members
Activities of Outside Directors
||12/16 (100%) ※After assuming the position of outside director.
(1) Basic policy
The Company's basic policy is to structure its remuneration system so as to promote sustainable corporate growth and enhancement of medium to long-term corporate value.
(2) Composition and method of determining remuneration, etc.
· Composition of remuneration
The Company has a policy regarding the amounts of remuneration, etc. of its officers and determination on the method of calculating such amounts. Directors' remuneration comprises fixed remuneration, which is paid at a fixed amount, and performance-linked remuneration (bonus and long-term incentive in the form of restricted stock compensation) which is paid based on business results of the relevant fiscal year. Performance-linked remuneration reflects annual performance evaluations based on evaluations according to the directors' respective roles. Remuneration of non-executive directors, including outside directors, and Supervisory Board members consists solely of fixed remuneration which is paid at a fixed amount.
· Method of determining directors' remuneration
Directors' remuneration is determined by resolution of the Board of Directors.
The maximum amount of directors' remuneration is 700 million yen per year (which includes 50 million yen or less for outside directors; it does not include the portions of remuneration as employees), which was approved at the 47th Ordinary General Meeting of Shareholders held on June 26, 2015.
Separate from this limit on remuneration, a resolution was passed at the 50th Annual General Meeting of Shareholders held on June 28, 2018 for monetary compensation claims to be paid to directors (excluding outside directors) for granting restricted stock to them in an amount not exceeding 100 million yen per year
· Method of determining remuneration of Supervisory Board members
Remuneration of Supervisory Board members is determined through discussion amongst the Supervisory Board members.
The maximum amount of remuneration of Supervisory Board members is 60 million yen per year, which was approved at the 27th Ordinary General Meeting of Shareholders held on June 29, 1995.
(3) Determination process and method of calculating remuneration, etc.
The total amount of directors' remuneration is determined by resolution of the Board of Directors, on the basis of business results of the relevant fiscal year, within the approved maximum amount. The total amount of directors' remuneration for the year under review was determined by the Board of Directors at its meeting held on March 26, 2020. Individual remuneration amount is determined at the discretion of Isao Tsukamoto, Founder & CEO, and Ryoichi Kado, President & COO, with due consideration to the responsibilities associated with the respective roles and performance evaluations based on achievements or other measurements, taking into account the Company's business results and operating environment.
The indicators for performance-linked remuneration are operating income, ordinary income and profit attributable to owners of parent. These indicators are selected to reflect the profit-focused management as set out in the Medium Term Management Plan 2021 (dated November 6, 2018). The amount of performance-linked remuneration takes into account the consolidated financial results.
Total amounts of remuneration, etc.
Eight (8) directors : Amount paid 530 million yen
(216 million yen as fixed remuneration, 281 million yen as performance-linked remuneration,
32 million yen as restricted stock compensation)
Three (3) outside directors : Amount paid 28 million yen
Total remuneration, etc. paid to persons who received 100 million yen or more in remuneration, etc.
Isao Tsukamoto: 161 million yen paid
Ryoichi Kado: 110 million yen paid
Corporate Governance Organizational Diagram
The following committees are subordinate organizations of the CSR Promotion Committee.
1. Compliance Committee
2. Risk Management Committee
3. Information Disclosure Committee
4. Personal Information Management Committee