CSR

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

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

(As of June 19, 2020)

Organizational configuration Company with Board of Auditors
Directors
Number of directors under Articles of Incorporation 15 persons
Directors' term of office under Articles of Incorporation 2 years
Chairman of Board of Directors President
Number of directors 7 persons
Outside director appointment Appointed
Number of outside directors 2 persons
Among outside directors, number of persons designated as independent officers 2 persons
Statutory Auditors
Board of 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 2 persons
Among outside auditors, number of persons designated as independent officers 2 persons
Incentives
Director incentive grant policy implementation Other
Persons eligible for stock options -
Independent officers
Number of independent officers 4 persons
Supplementary explanation of director incentive grant policy implementation We have introduced a restricted stock compensation plan in June 2020 for the purpose of more strongly incentivizing the Company’s Directors (excluding Outside Directors) to contribute to mid- and long-term performance improvement and sustainable improvement of corporate value, as well as further enhancing value sharing with shareholders.
In this plan, the total amount of monetary compensation claims for Directors of the Company is within the maximum annual compensation amount of not more than ¥1,100 million yen (including not more than ¥50 million for Outside Directors). The total number of shares of common stock to be issued or disposed of by the Company shall not exceed 314,500 shares in any given year. The transfer restriction will be released after 2 years from the date of grant.
The eligible directors, the allotmemnt, the timing to grant etc. have been decided at the Board of Directors.
Compensation of directors The compensation of the Company's directors is ¥243 million (of which the amount for outside directors is ¥9 million).
The number of recipients is 6 directors.
Policy on Setting Compensation We resolve the limit of total compensation amount for each of Director and Auditor at the General Meeting of Shareholders.
In the limit, Director's remuneration is determined by resolution of Board of Director in accordance with Director Compensation Regulations, and Auditor's compensation is determined by consultation with Board of Auditors.
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.
Regarding the compensation of Directors, the Company has decided to introduce a restricted stock compensation plan at the 32nd Annual General Meeting of Shareholders held on June 17, 2020, for the purpose of more strongly incentivizing the Company’s Directors to contribute to improving the mid- and long-term performance and to sustainably improving corporate value, as well as further enhancing value sharing with shareholders.
Reasons for Appointing an Outside Director and Outside Auditors
Outside director
 Status of Attendance at Meetings of Board of Directors (FY2019)
Shigesato Itoi Mr. Shigesato Itoi, our Outside Director, has been providing the Company with significant and helpful advice on our creative and management index based on his broad range of achievements, abundant experience and his original ideas as a copy-writer and essayist. The Board of Directors elected him as the Outside Director, based on its judgment that he would be an appropriate resource for providing the Company with appropriate coaching and supervision on its management and business.
Furthermore, he satisfies the criterion of independence, and was designated as an independent officer after it was judged his appointment would not give rise to conflict of interest with the general shareholders of the Company.

Board of Directors
13/15
Yoriko Aelvoet Ms. Yoriko Aelvoet, our Outside Director, has been involved in the contents business for a considerably long period of time, and has a high level of expertise and knowledge based on her strong managerial accomplishments and abundant experience. The Board of Directors elected her as an Outside Director, expecting that she will provide the Company with further coaching, based on her experience and knowledge, as well as her diverse perspective.
Furthermore, she satisfies the criterion of independence, and was designated as an independent officer after it was judged her appointment would not give rise to conflict of interest with the general shareholders of the Company. 		Board of Directors
14/15
Outside auditors
 Status of Attendance at Meetings of Board of Directors / Auditors(FY2019)
Kenichi Ikezawa Mr. Kenichi Ikezawa, our Statutory Auditor, has been involved in accounting and finance practices for a considerably long time, and and has sufficient knowledge concerning group internal control backed up by his knowledge and insights, etc. cultivated through his career. The Board of Directors elected him as the Company’s Outside Auditor, considering that he would be able to continue to conduct business audit and accounting audit, as well as provide advice to the management, from an independent standpoint.
Furthermore, he satisfies the criterion of independence, and was designated as an independent officer after it was judged his appointment would not give rise to conflict of interest with the general shareholders of the Company. 		Board of Directors
15/15
Board of Auditors
15/15
Yoshika Furuta Mr. Yoshika Furuta, our Outside Auditor, has a depth of experience in national tax practice, and the Board of Directors elected him as the Outside Auditor, considering that he would be able to continue to conduct business audit and accounting audit, as well as provide advice to the management, from an independent standpoint.
Furthermore, he satisfies the criterion of independence, and was designated as an independent officer after it was judged his appointment would not give rise to conflict of interest with the general shareholders of the Company. 		Board of Directors
15/15
Board of Auditors
15/15
Outside directors (outside auditors) support system (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) Auditors
The audit staff assists the work of the Auditors.
Information required by the Board of Auditor is collected by the Auditors themselves, or by the staff at the direction of the Auditors.
The Board of Auditor 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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