CSR

Corporate Governance / Matters Related to Directors, Auditors and Independent Officers

Matters related to directors, auditors and independent officers (summary)

(As of June 21, 2018)

Organizational configuration Company with board of company Auditors
Directors
Number of directors under Articles of Incorporation 15 persons
Directors' term of office under Articles of Incorporation 1 years
Chairman of Board of Directors President
Number of directors 7 persons
Outside director appointment Appointed
Number of outside directors 1 person
Among outside directors, number of persons designated as independent officers 1 person
Statutory Auditors
Board of Statutory Auditors established? Established
Number of auditors under Articles of Incorporation 4 persons
Number of auditors 3 persons
Outside auditor appointment Appointed
Number of outside auditors 3 persons
Among outside auditors, number of persons designated as independent officers 3 persons
Incentives
Director incentive grant policy implementation Not implemented
Persons eligible for stock options -
Independent officers
Number of independent officers 4 persons
Compensation of directors The compensation of the Company's directors is ¥527 million (of which the amount for outside directors is ¥9 million).
Recipients number 13 directors.
Policy on Setting Compensation In accordance with the 26th Annual General Meeting of Shareholders resolution of June 18, 2014, the annual compensation amount for directors was set at within ¥1,100 million (including an amount within ¥50 million for compensation of outside directors). At the 17th Annual General Meeting of Shareholders held on June 29, 2005, the annual compensation amount for auditors was set at within ¥50 million.
Reasons for Appointing an Outside Director and Outside Auditors
Outside director
Shigesato Itoi Shigesato Itoi was appointed as the outside director to adequately coach and supervise management and business of the Company. He provides important and beneficial advice to the creative initiatives and management index of the Company, because of his various activities such as a copywriter and an essayist, and of his abundant experience and original ideas.
Furthermore, he satisfies the criterion of independence, and was designated as an independent member of the Board after it was judged his appointment would not give rise to conflict of interest with the general shareholders of the Company.
Outside auditors
Kenichi Ikezawa Standing auditor Kenichi Ikezawa has worked in accounting and finance for many years. He also has considerable experience in the Group’s internal control leveraging the knowledge and insight he has developed throughout his career. We appointed Mr. Ikezawa with a view to reflecting his broad range of expertise in management. Furthermore, he satisfies the criterion of independence, and was designated as an independent member of the Board after it was judged his appointment would not give rise to conflict of interest with the general shareholders of the Company.
Yoshika Furuta Part-time auditor Yoshika Furuta is a veteran certified tax accountant who was an official with the National Tax Agency. He was appointed with a view to reflecting his specialist tax viewpoint in the Company’s management. He satisfies the criterion of independence, and was designated as an independent member of the Board after it was judged his appointment would not give rise to conflict of interest with the general shareholders of the Company.
Yoriko Aelvoet Part-time auditor Yoriko Aelvoet has worked in contents business industry for many years.
We appointed her with a view to receiving advice from independent position and diversified viewpoints based on her advanced knowledge and specialty with her extensive experience.　Furthermore, she satisfies the criterion of independence, and was designated as an independent member of the Board after it was judged her appointment would not give rise to conflict of interest with the general shareholders of the Company.
Outside directors (outside auditors) support system Administration Department carries out assistance to the outside directors.
The Department makes advance notification of Board of Directors convening and agenda.
The audit staff and Audit Office assist the work of the Audit Committee.
Information required by the Committee is collected by the auditors themselves, or by the staff and Audit Office at the direction of the auditors.
The Audit Committee arbitrarily shares information with the Audit Office.
When the Board of Directors is convened, advance briefings of outside auditors are conducted by the Administration Department, acting as the Board's Secretariat, which distributes any necessary documents in advance to the auditors.
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