Basic Views on Corporate Governance
The Company, upholding its corporate philosophy of “Contributing to society through insights,” is committed to its mission of constantly pursuing optimal and new services that align with the times while at the same time enhancing its corporate value and maintaining positive relationships with a broad range of stakeholders including its shareholders by generating insight into the ideal society and economy and creating joy and value for society. To bring these goals to life, the Company considers the reinforcement of corporate governance as one of the crucial management tasks of the Group, and through its improvement, it will strive to ensure and maintain a sound and highly transparent management execution structure thereby ultimately realizing new business strategies and increasing the profitability of existing businesses.
Overview of Our Corporate Governance System and Why We Adopt This System
The Company is a company with an audit and supervisory committee, and as part of our efforts to strengthen corporate governance, we have worked to further enhance the functionality of the Board of Directors while ensuring the legality and efficiency of corporate management and also build a flexible management execution structure by establishing systems for fraud prevention, risk management, and disclosure.
Corporate Governance System Diagram
Policy on the Determination of the Details of Remuneration of Directors (excluding Directors Who Are Audit and Supervisory Committee Members) on an Individual Basis
1. Basic policy
The Company’s basic policy is to take into consideration the remuneration of Directors in such manner that it will sufficiently function as an incentive to sustainably increase corporate value, and to set the remuneration of individual Directors at an appropriate level based on their respective positions and responsibilities.
2. Policy for deciding the amount of basic remuneration (monetary compensation) of the individual remuneration, etc. (inclusive of policy for deciding the timing or conditions for providing the remuneration, etc.)
The basic remuneration of the Company’s Directors shall consist of a monthly fixed remuneration decided by comprehensively taking into account their position, responsibilities, years in office, standards of other companies, the Company’s performance, and the wage levels of our employees.
3. Policy for deciding the content of non-monetary remuneration and the amount, quantity, or calculation method of non-monetary remuneration (inclusive of policy for deciding the timing or conditions for providing the remuneration, etc.)
In order to provide incentives to sustainably increase medium- to long-term corporate value and shareholder value, the Company shall grant stock options (stock acquisition rights) as non-monetary remuneration within the maximum amount of remuneration approved separately from the basic remuneration at the General Meeting of Shareholders. The number of stock options granted to each Director and the timing of the grant shall be decided by comprehensively taking into account their position, responsibilities, years in office, and other factors such as the Company’s performance.
4. Policy for deciding the proportion of the individual remuneration, etc. of Directors in relation to the amount of monetary compensation, the amount of performance-linked remuneration, etc., or non-monetary remuneration, etc.
The proportion shall be decided in such manner that it is of an optimal payment proportion for the Director to contribute to sustainably increasing corporate value, while taking into consideration their position and responsibilities, and trends among other companies conducting business at a scale similar to that of the Company.
5. Matters regarding decisions concerning the details of the individual remuneration, etc. of Directors
The amount for monetary compensation of the individual remuneration shall be delegated to the President and CEO based on a resolution of the Board of Directors, and the delegated authority shall be for the amount of the basic remuneration of each Director. The Board of Directors shall consult with and receive recommendations on their original plan from the Nomination and Remuneration Committee, a majority of whose members shall be independent Outside Directors, so that the delegated authority is appropriately exercised by the President and CEO, and the President and CEO with the authority shall make decisions on the individual amounts of monetary compensation while referencing the details of the recommendations received. Regarding stock options, the Board of Directors shall consult with and receive recommendations on their original plan from the Nomination and Remuneration Committee, and the Board of Directors shall form a resolution on the number of shares to be allotted to each individual Director while referencing the details of the recommendations received.
Corporate Governance Report
The Company submits the “Corporate Governance Report” to the Tokyo Stock Exchange.