Governance
We believe that sustained growth is critical to realize our Purpose. As a foundation for growth, we aim to build a corporate governance system that not only complies with laws and regulations, but is also fair, transparent, and enables to manage risks better.
Corporate Governance
Basic concept
At kaonavi, we are committed to ensuring compliance as well as clarity in business management and execution and to promoting efficient business management, in order to bring benefits to our stakeholders, including our shareholders, clients, and employees, by maximizing our corporate value through this clarification of our business responsibility and accountability. We will continue to further enhance our corporate governance in the course of these efforts.
Corporate governance system
Overview of our corporate governance system
| Organizational form | Company with an Audit and Supervisory Committee |
|---|---|
| Chairperson of Board of Directors | Representative Director, President & Co-CEO Hiroyuki Sato |
| Number of Directors | 7 |
| Terms of office of Directors | Directors who are not Audit and Supervisory Committee members: 1 year Directors who are Audit and Supervisory Committee members: 2 years |
| Number of outside Directors | 4 |
| Number of independent Directors among outside Directors | 4 |
| Organizational form |
|---|
| Company with an Audit and Supervisory Committee |
| Chairperson of Board of Directors |
| Representative Director, President & Co-CEO Hiroyuki Sato |
| Number of Directors |
| 7 |
| Terms of office of Directors |
| Directors who are not Audit and Supervisory Committee members: 1 year Directors who are Audit and Supervisory Committee members: 2 years |
| Number of outside Directors |
| 4 |
| Number of independent Directors among outside Directors |
| 4 |
The Company strives to build a corporate governance system to achieve sustained growth and increase corporate value over the medium to long term while also carrying out highly transparent management. As part of these efforts, the Regular General Meeting of Shareholders held on June 22, 2022, resolved to shift to the organizational form of a company with an Audit and Supervisory Committee. We believe that the Audit and Supervisory Committee, a majority of whose members are Outside Directors, will help to make corporate governance more effective through auditing and oversight of the legal compliance and validity of business execution.
In accordance with the above resolution, we have established, as organizations pursuant to the Companies Act of Japan, the General Meeting of Shareholders, the Board of Directors, the Audit and Supervisory Committee, and an accounting auditor, as well as the internal audit office to audit everyday business operations. We have adopted this system based on our judgment that mutual cooperation among these organizations will contribute to improving corporate governance.
Organizational chart
Summary of deliberation bodies
The membership of the Board of Directors consists of seven Directors, of whom a majority of four are Independent Outside Directors. To realize appropriate decision-making and business oversight, we appoint Directors who possess a wealth of experience from both inside and outside the Company, high degrees of insight, and high levels of specialized expertise, while considering diversity in terms of gender and career experience. The Independent Outside Directors strive to ensure appropriate decision-making by the Board of Directors through overseeing business execution from objective, independent points of view. To perform its responsibilities, including making decisions on important matters concerning management and business execution, the Board of Directors holds a regular Board meeting once a month, in principle, as well as extraordinary Board meetings held as necessary. The membership of the Board of Directors consists of the following persons:
Hiroyuki Sato (Representative Director, President & Co-CEO), Hiroki Yanagihashi (Representative Director & Co-CEO), Kimitaka Hashimoto, Suguru Kobayashi, Hiroyuki Yamada (Audit and Supervisory Committee member), Masumi Sai (Audit and Supervisory Committee member), and Miyako Ikuta (Audit and Supervisory Committee member)
The membership of the Audit and Supervisory Committee consists of three Directors serving as Audit and Supervisory Committee members, all three of whom are Independent Outside Directors. The Directors serving as Audit and Supervisory Committee members audit and oversee the legal compliance and validity of business execution from independent points of view. The Audit and Supervisory Committee meets once monthly, in principle, to formulate audit plans and exchange information among the committee members through means that include reporting on the state of auditing. In addition, the Audit and Supervisory Committee secretariat has been established and staffed to assist and support the duties of the Audit and Supervisory Committee. This structure is intended to ensure that the Audit and Supervisory Committee can demonstrate its functions fully. Staff in the Audit and Supervisory Committee secretariat, appointed by the Chairpersons of the Audit and Supervisory Committee or by the Audit and Supervisory Committee itself, are able to collect information and express opinions on the state of business execution through means such as participation in the Management Committee and other important meetings, to ensure a structure capable of effective auditing and oversight.
The membership of the Audit and Supervisory Committee consists of the following persons:
Hiroyuki Yamada, Masumi Sai, Miyako Ikuta
The membership of the Management Committee consists of the Representative Directors, Full-time Directors, Executive Officers, and Division General Managers. It meets once a week, in principle. As an advisory body to the Representative Directors, its activities include deliberations on general business execution policies and plans and individual important matters related to administrative, operational, and other sections, as well as Companywide sharing of information on the state of business execution, including overseeing monthly settlement of accounts.
The membership of the Management Committee consists of the following persons:
Hiroyuki Sato, Hiroki Yanagihashi, Kimitaka Hashimoto, Tatsuya Hiramatsu, Takeshi Uchida, Asumi Mogami, Yuko Somano, Junya Shinozaki, Shunsuke Fujii, Hiroki Sotei
List of Directors
(Male: 5; female: 2; percentage of women Directors: 28.6%)
| Title | Name | Independent | Number of Board of Directors meetings attended*1/attendance rate | Number of Audit and Supervisory Committee meetings attended*1 *2/attendance rate |
|---|---|---|---|---|
| Representative Director, President & Co-CEO | Hiroyuki Sato | 16/16 (100%) | ― | |
| Representative Director & Co-CEO | Hiroki Yanagihashi | 16/16 (100%) | ― | |
| Director & CFO | Kimitaka Hashimoto | 16/16 (100%) | ― | |
| Outside Director | Suguru Kobayashi | Y | 16/16 (100%) | ― |
| Outside Director (Audit and Supervisory Committee member) | Hiroyuki Yamada | Y | 16/16 (100%) | ― |
| Outside Director (Audit and Supervisory Committee member) | Masumi Sai | Y | 12/12 (100%) | ― |
| Outside Director (Audit and Supervisory Committee member) | Miyako Ikuta | Y | (Newly appointed) | ― |
- Number of meetings attended and number of meetings held in the fiscal year ended March 2022
- Since the Company shifted to the organizational form of a company with an Audit and Supervisory Committee beginning in June 2022, no Audit and Supervisory Committee meetings were held in the fiscal year ended March 2022.
| Representative Director, President & Co-CEO | Hiroyuki Sato | Since the founding of the kaonavi business, Mr. Sato has demonstrated outstanding strategic executive abilities and leadership in driving the Company's business growth as a cofounder. He has been appointed on the basis of the Company's judgment that he is capable of contributing to further increasing the Company's corporate value and to its sustained growth as an executive who possesses a wealth of management experience and knowledge concerning corporate business administration in the fields of sales and marketing. |
|---|---|---|
| Representative Director & Co-CEO | Hiroki Yanagihashi | Mr. Yanagihashi has demonstrated strong leadership as the founder in driving the Company's business growth based on an solid management vision. He has been appointed on the basis of the Company's judgment that he is capable of contributing to further increasing the Company's corporate value and to its sustained growth as an executive who possesses a wealth of management experience based on years of experience as a Representative Director in engineering and other fields. |
| Director/CFO | Kimitaka Hashimoto | Mr. Hashimoto possesses practical experience and a wealth of specialized expertise in the field of finance, and he plays an important role in the Company's business and financial strategies. He has been appointed on the basis of the Company's judgment that he is capable of contributing to further increasing the Company's corporate value and to its sustained growth in the future as well. |
| Outside Director | Suguru Kobayashi | Mr. Kobayashi possesses a wealth of experience and wide-ranging discernment as a corporate manager in the human-resources consulting field. He has been appointed on the basis of the Company's judgment that he is capable of advising on Company management as a whole and is a suitable candidate for important management decision-making and overseeing business execution. He also is expected to utilize the above knowledge and experience to contribute to improvements in the areas of management oversight and checks-and-balances functions from a manager's perspective as an Outside Director. |
| Outside Director (Audit and Supervisory Committee member) | Hiroyuki Yamada | Mr. Yamada possesses a wealth of experience and specialized discernment as a tax accountant and corporate manager. Through now, he has performed duties that include appropriate auditing and oversight of business execution as a Company Outside Corporate Auditor. He has been appointed an Outside Director serving as an Audit and Supervisory Committee member based on the Company's judgment that he is a suitable candidate for highly effective oversight and auditing of Company management from an independent and objective point of view. He also is expected to utilize the above knowledge and experience to contribute to appropriate oversight of management and ensuring the soundness of business administration to enable the Company's sustained growth and improve its corporate value over the medium to long term from specialized financial and accounting perspectives. |
| Outside Director (Audit and Supervisory Committee member) | Masumi Sai | Ms. Sai possesses specialized discernment in areas that include corporate governance and corporate finance. Through now, she has performed duties that include oversight of important management decisions and business execution as a Company Outside Director. She has been appointed an Outside Director serving as an Audit and Supervisory Committee member based on the Company's judgment that she is a suitable candidate for highly effective oversight and auditing of Company management from an independent and objective point of view. She is also expected to utilize the experience she has amassed through analysis of economics and capital markets and research on financial literacy to contribute to appropriate oversight of management and ensuring the soundness of business administration to enable the Company's sustained growth and improve its corporate value over the medium to long term. |
| Outside Director (Audit and Supervisory Committee member) | Miyako Ikuta | Ms. Ikuta is a licensed attorney in Japan, the State of New York, and France. She has been appointed an Outside Director serving as an Audit and Supervisory Committee member based on the Company's judgment that she is a suitable candidate for highly effective oversight and auditing of Company management from an independent and objective point of view based on her wealth of experience and specialized discernment. She is also expected to utilize her specialization in the field of domestic and international personal information protection law to contribute to the appropriate oversight of management and ensuring the soundness of business administration to enable the Company's sustained growth and improve its corporate value over the medium to long term. Although she has no experience in corporate management other than by serving as an outside director, we have determined that she is well able to perform the duties of an Outside Director appropriate for the reasons described above. |
| Representative Director, President & Co-CEO Hiroyuki Sato |
|---|
| Since the founding of the kaonavi business, Mr. Sato has demonstrated outstanding strategic executive abilities and leadership in driving the Company's business growth as a cofounder. He has been appointed on the basis of the Company's judgment that he is capable of contributing to further increasing the Company's corporate value and to its sustained growth as an executive who possesses a wealth of management experience and knowledge concerning corporate business administration in the fields of sales and marketing. |
| Representative Director & Co-CEO Hiroki Yanagihashi |
| Mr. Yanagihashi has demonstrated strong leadership as the founder in driving the Company's business growth based on an solid management vision. He has been appointed on the basis of the Company's judgment that he is capable of contributing to further increasing the Company's corporate value and to its sustained growth as an executive who possesses a wealth of management experience based on years of experience as a Representative Director in engineering and other fields. |
| Director/CFO Kimitaka Hashimoto |
| Mr. Hashimoto possesses practical experience and a wealth of specialized expertise in the field of finance, and he plays an important role in the Company's business and financial strategies. He has been appointed on the basis of the Company's judgment that he is capable of contributing to further increasing the Company's corporate value and to its sustained growth in the future as well. |
| Outside Director Suguru Kobayashi |
| Mr. Kobayashi possesses a wealth of experience and wide-ranging discernment as a corporate manager in the human-resources consulting field. He has been appointed on the basis of the Company's judgment that he is capable of advising on Company management as a whole and is a suitable candidate for important management decision-making and overseeing business execution. He also is expected to utilize the above knowledge and experience to contribute to improvements in the areas of management oversight and checks-and-balances functions from a manager's perspective as an Outside Director. |
| Outside Director (Audit and Supervisory Committee member) Hiroyuki Yamada |
| Mr. Yamada possesses a wealth of experience and specialized discernment as a tax accountant and corporate manager. Through now, he has performed duties that include appropriate auditing and oversight of business execution as a Company Outside Corporate Auditor. He has been appointed an Outside Director serving as an Audit and Supervisory Committee member based on the Company's judgment that he is a suitable candidate for highly effective oversight and auditing of Company management from an independent and objective point of view. He also is expected to utilize the above knowledge and experience to contribute to appropriate oversight of management and ensuring the soundness of business administration to enable the Company's sustained growth and improve its corporate value over the medium to long term from specialized financial and accounting perspectives. |
| Outside Director (Audit and Supervisory Committee member) Masumi Sai |
| Ms. Sai possesses specialized discernment in areas that include corporate governance and corporate finance. Through now, she has performed duties that include oversight of important management decisions and business execution as a Company Outside Director. She has been appointed an Outside Director serving as an Audit and Supervisory Committee member based on the Company's judgment that she is a suitable candidate for highly effective oversight and auditing of Company management from an independent and objective point of view. She is also expected to utilize the experience she has amassed through analysis of economics and capital markets and research on financial literacy to contribute to appropriate oversight of management and ensuring the soundness of business administration to enable the Company's sustained growth and improve its corporate value over the medium to long term. |
| Outside Director (Audit and Supervisory Committee member) Miyako Ikuta |
| Ms. Ikuta is a licensed attorney in Japan, the State of New York, and France. She has been appointed an Outside Director serving as an Audit and Supervisory Committee member based on the Company's judgment that she is a suitable candidate for highly effective oversight and auditing of Company management from an independent and objective point of view based on her wealth of experience and specialized discernment. She is also expected to utilize her specialization in the field of domestic and international personal information protection law to contribute to the appropriate oversight of management and ensuring the soundness of business administration to enable the Company's sustained growth and improve its corporate value over the medium to long term. Although she has no experience in corporate management other than by serving as an outside director, we have determined that she is well able to perform the duties of an Outside Director appropriate for the reasons described above. |
For the Company to judge an Outside Director (including those who are members of the Audit & Supervisory Committee) as independent, the Outside Director must not be any of the following.
- A person engaged in business execution for the Company (Note 1) or a person who has engaged in business execution for the Company within the past 10 years
- A major shareholder of the Company (a person who directly or indirectly holds 10% or more of the total voting rights) or, if the major shareholder is a corporation, a person who engages in business execution for said corporation, or a person who has fallen under these categories in the past five (5) years.
- A person to whom the Company is a major business partner (client) (Note 2) or a person engaged in business execution for such a partner
- A person who is a major business partner (client) of the Company (Note 3) or a person engaged in business execution for such a partner
- A person who has received donations or grants exceeding a certain amount (Note 4) from the Company (if the one or grantee is a corporation, partnership, or other organization, a person engaged in business execution for said organization)
- A person who is currently or has been for the past three (3) years a member, partner, or employee of an audit firm that has been the Company’s Accounting Auditor (including a person who is currently retired or has left the firm).
- A consultant, accounting professional, or legal professional who does not fall under 6 above and who has received from the Company monetary or other financial benefits exceeding a certain amount (Note 4) in addition to Director compensation (if the person receiving such financial benefits is an organization such as a corporation, partnership, or other organization, a person who belongs to such organization).
- A spouse or relative up to the second degree of kinship of a person falling under 1 to 7 above, if such person is a significant person (Note 5).
Notes
- “A person engaged in business execution” refers to Executive Directors, Statutory Executive Officers, and other officers who execute the business of the Company, employees who execute the business of the Company, persons who are to perform the duties stipulated in Article 598, Paragraph 1 of the Companies Act and other equivalent persons, and employees.
- “A person to whom the Company is a major business partner (client)” means a person (or company) that has received payment from the Company equivalent to 2% or more of the person’s (or company’s) annual consolidated net sales in the past three fiscal years.
- “A person who is a major business partner (client) of the Company” means a person (or company) that has paid the Company an amount equivalent to 2% or more of the Company’s annual sales in the past three(3) fiscal years, or a person (or company) that has provided the Company with a loan equivalent to 2% or more of the Company’s total assets at the end of the most recent fiscal year.
- “Certain amount” means an average annual amount of ¥10 million in the past three (3) fiscal years (if the recipient of the property interest is a corporation, partnership, or other organization, the amount of money or other property interest that exceeds 2% of the total income of the organization in the most recent fiscal year).
- “Significant person” means those in senior management positions such as Directors (excluding Outside Directors), Statutory Executive Officers, Audit & Supervisory Board Members (excluding Outside Audit & Supervisory Board Members), and those ranked Executive Officers or General Managers and above.
Executive Officers
The Company has adopted an executive officer system. Its Executive Officers are shown below.
(Male: 2; female: 1; percentage of female Executive Officers: 33.3%)
| CPO | Tatsuya Hiramatsu |
|---|---|
| Head of the CEO’s Office | Takeshi Uchida |
| General Manager, Customer Engagement Division | Asumi Mogami |
| CPO |
|---|
| Tatsuya Hiramatsu |
| Head of the CEO’s Office |
| Takeshi Uchida |
| General Manager, Customer Engagement Division |
| Asumi Mogami |
Director remuneration
Director remuneration（FY2021）
| Category | Total amount of compensation etc. (JPY thousand) | Total amount of compensation etc. by type (JPY thousand) | Number of eligible Directors | |||
|---|---|---|---|---|---|---|
| Fixed compensation | Defined-contribution pension | Restricted stock-based compensation | Nonmonetary compensation etc. included at left | |||
| Directors (not including outside Directors) | 101,893 | 81,390 | 600 | 19,903 | 19,903 | 3 |
| Audit and Supervisory Board members (not including outside Audit and Supervisory Board members) | － | － | － | － | － | － |
| Outside Directors | 8,600 | 8,600 | － | － | － | 2 |
| Outside Audit and Supervisory Board members | 18,100 | 18,100 | － | － | － | 4 |
- *In its 14th Regular General Meeting of Shareholders, held in June 2022, the Company migrated from the corporate structure of a company with a Board of Auditors to a company with an Audit and Supervisory Committee.
Matters concerning policies on amounts of director compensation and related decision methods
In its regular meeting held February 12, 2021, the Company Board of Directors passed a resolution on the policy for deciding on the details of compensation for individual Directors (not including Audit and Supervisory Committee members). Later, in connection with the migration to the organizational form of a company with an Audit and Supervisory Committee based on a resolution of the General Meeting of Shareholders held June 22, 2022, an extraordinary meeting of the Board of Directors held on the same day passed a resolution on the policy for deciding on the details of compensation for individual Directors (not including Audit and Supervisory Committee members) described below.
The Board of Directors has determined that the compensation for individual Directors for this business year conforms to this policy, since the methods of deciding on the details of compensation and details of compensation decided on are consistent with the above decision-making policy.
Basic policy
As a basic policy, appropriate levels of compensation shall be decided for individual Directors with consideration for their titles and other matters under a compensation structure where compensation of Company Directors (hereinafter in this Policy, this does not include Directors who are Audit and Supervisory Committee members) is linked to shareholder returns to ensure that it functions fully as an incentive toward sustained growth in corporate value. Specifically, compensation for Directors participating in business execution shall consist of fixed remuneration and transfer-restricted stock-based remuneration as a medium- to long-term incentive, while compensation for Outside Directors serving in an oversight function shall consist of fixed remuneration only in consideration of their responsibilities.
A Company Director paid under the defined-contribution pension plan (employer-paid portion) shall be paid in accordance with the handling of fixed remuneration described below.
Policy for deciding on amounts of individual compensation through fixed remuneration (monetary remuneration)
The specific amount of fixed remuneration paid to a Company Director shall be decided through comprehensive consideration of matters that include the Director's title, duties, contributions, and also by comprehensively taking into consideration the level of compensation at other companies, Company business performance, and levels of employee salaries.
Details of nonmonetary compensation and policies for deciding on individual amounts of nonmonetary compensation or calculation methods thereof
Non monetary compensation shall consist of transfer-restricted stock-based remuneration to be decided through comprehensive consideration of matters that include the Director's title, duties, contributions, and years in office, as well as the amount of the Director's fixed remuneration and the number of shares of Company stock held by the Director.
Policy on determination of the ratio of the amount of fixed compensation (monetary compensation) and non-monetary compensation to the amount of total compensation for each individual
Ratios of remuneration by type for Directors participating in business execution shall be decided through comprehensive consideration of matters that include the Director's title, duties, contributions, and years in office, as well as Company business performance, past nonmonetary compensation provided, and the number of shares of Company stock held by the Director.
Policy on determination of the timing and conditions of granting compensation to Directors
Fixed remuneration shall be paid monthly, while transfer-restricted stock-based remuneration shall be paid without delay following the relevant General Meeting of Shareholders resolution, except when exceptional conditions apply.
Matters concerning delegation of decision-making on Directors' individual compensation
Decisions on specific details of individual remuneration amounts shall be delegated through a resolution of the Board of Directors to Representative Director and President Hiroyuki Sato. This authorization shall consist of the decisions on the amounts of fixed remuneration and amounts and numbers of shares of transfer-restricted stock-based remuneration for each Director. To ensure that this authority is exercised appropriately by the Representative Director and President, the Board of Directors shall deliberate on the amounts of fixed remuneration and amounts and numbers of shares of transfer-restricted stock-based remuneration for each Director, and the Representative Director and President shall respect the details of such review.
Remuneration of Directors (not including Audit and Supervisory Committee members) shall consist of fixed remuneration and transfer-restricted stock-based remuneration as a medium- to long-term incentive.
Fixed remuneration
The 14th Regular General Meeting of Shareholders, held June 22, 2022, passed a resolution setting the maximum amount of remuneration for Directors (not including Audit and Supervisory Committee members) to 300,000,000 yen per year (including up to 30,000,000 yen for Outside Directors). The number of Directors subject to this General Meeting of Shareholders resolution is four Directors (including one Outside Director).
The amount of fixed remuneration of each Director (not including Audit and Supervisory Committee members) is determined by the Representative Director and President through comprehensive consideration of matters that include the Director's title, duties, contributions, and also by comprehensively taking into consideration the level of compensation at other companies, Company business performance, and levels of employee salaries. Authority for decision on such specific details has been delegated to the Representative Director and President by the Board of Directors in order to enable appropriate judgment of matters such as the contributions of individual Directors based on ascertaining conditions Companywide.
Transfer-restricted stock-based remuneration
Based on the transfer-restricted stock-based remuneration program, Company Directors (not including Directors serving as Audit and Supervisory Committee members and Outside Director; "subject Directors" hereinafter) receive issue or disposal of shares of Company common stock through the method of payment as investment in kind of all monetary remuneration claims paid by the Company or through a method that does not require monetary payment or payment of investment in kind.
In order to share shareholder value over the medium to long term, one of the objectives of adopting this program, the period for which transfer is restricted is either (i) the period from the date of issue of the transfer-restricted stock shares through the date of retirement or resignation from the post of Company Director or other post as specified by the Company Board of Directors or (ii) a period specified by the Company Board of Directors not shorter than two years in length.
The 14th Regular General Meeting of Shareholders, held June 22, 2022, passed a resolution setting the maximum amount of remuneration for subject Directors under the transfer-restricted stock-based remuneration program to 50,000,000 yen per year and the maximum total number of shares of Company common stock to be issued or disposed of as a result to 20,000 shares. The number of Directors subject to this General Meeting of Shareholders resolution is three Directors.
The specific amount of transfer-restricted stock-based remuneration of each Director is determined by the Representative Director and President through comprehensive consideration of matters that include the Director's title, duties, contributions, and years in office, as well as the amount of the Director's fixed remuneration and the number of shares of Company stock held by the Director. Authority for decision on such specific details has been delegated to the Representative Director and President by the Board of Directors in order to enable appropriate judgment of matters such as the contributions of individual Directors based on ascertaining conditions Companywide.
Compensation for Directors serving as Audit and Supervisory Committee members is determined through consultation among Directors serving as Audit and Supervisory Committee members within the extent of the total remuneration amount decided by a resolution of the General Meeting of Shareholders. The 14th Regular General Meeting of Shareholders, held June 22, 2022, passed a resolution setting the maximum amount of remuneration for Directors serving as Audit and Supervisory Committee members to 25,000,000 yen per year. The number of Directors serving as Audit and Supervisory Committee members subject to this General Meeting of Shareholders resolution is three (all three of whom are Outside Directors).
- June 24, 2021Resolution on Director remuneration decisions (delegating to the Representative Director decisions on specific amounts paid to individual Directors, within the extent of the total remuneration amount decided by a resolution of the General Meeting of Shareholders)
- July 12, 2021Resolution on issue of new shares as transfer-restricted stock-based remuneration (deciding to issue a total of 8,900 shares, with a total paid-in value of 28,480,000 yen, as transfer-restricted stock-based remuneration to three Directors not including Outside Directors)
Details of the activities of the Board of Directors in the process of deciding on the amounts of director compensation, including transfer-restricted stock-based remuneration from the end of the fiscal year ended March 2022 to the date of holding the Regular General Meeting of Shareholders in June 2022, are reviewed below. - May 12, 2022Resolution on decision on remuneration amounts for Directors (not including Audit and Supervisory Committee members) (deciding to submit to the 14th Regular General Meeting of Shareholders, to be held June 22, 2022, a resolution setting the maximum amount of remuneration for Directors [not including Audit and Supervisory Committee members] to 300,000,000 yen per year [including up to 30,000,000 yen for Outside Directors])
- May 12, 2022Resolution on decision on remuneration amounts for issue of transfer-restricted stock share to Directors (not including Audit and Supervisory Committee members) (deciding to submit to the 14th Regular General Meeting of Shareholders, to be held June 22, 2022, a resolution on adoption of a program of transfer-restricted stock-based remuneration and setting the maximum amount of remuneration for Company Directors [not including Directors serving as Audit and Supervisory Committee members and Outside Directors] under the program to 50,000,000 yen per year and the maximum total number of shares of Company common stock to be issued or disposed of as a result to 20,000 shares)
- May 12, 2022Resolution on decision on remuneration amounts for Directors serving as Audit and Supervisory Committee members (deciding to submit to the 14th Regular General Meeting of Shareholders, to be held June 22, 2022, a resolution setting the maximum amount of remuneration for Company Directors serving as Audit and Supervisory Committee members to 25,000,000 yen per year)
- June 22, 2022Resolution on decision on remuneration amounts for Directors (not including Audit and Supervisory Committee members) (deciding to delegate to the Representative Director and President decisions on specific amounts to be paid to individual Directors within the extent of the total remuneration amount decided by a resolution of the General Meeting of Shareholders)
Basic policy on internal controls
Refer on japanese site concerning the Company's internal controls system.
Compliance
Basic concept
Compliance with laws and regulations is essential to Company business activities as a member of society, and we recognize responding appropriately to social norms and other standards to be important to securing coexistence and coprosperity with stakeholders.
Our concept of compliance includes not only conformity to the laws and regulations but responding to social norms as well, and we consider thorough compliance to be an important foundation for sustained growth in corporate value.
Structure, initiatives
We have established Risk and Compliance Rules in order to increase society's trust in us and to realize sustained growth, through thorough compliance and risk management. These rules establish necessary matters concerning compliance and risk management, including those concerning the Risk and Compliance Committee.
Risk and Compliance Committee
The Risk and Compliance Committee carries out the Company's compliance and risk management measures. Established as an organization under the direct supervision of the Representative Director and President, it meets twice a year and is chaired by the Representative Director and President.
This committee assesses risks that should be addressed on a Companywide basis, compiles countermeasures, and checks on the state of their progress, as well as conducting other activities, including submitting to the Board of Directors recommendations on establishment, amendment, and abolition of rules concerning risk and compliance and providing compliance training to employees.
Minutes of the Risk and Compliance Committee are reported promptly to the Board of Directors, which reviews them and, as necessary, decides on important matters such as establishment, amendment, and abolition of rules.
Internal whistleblowing system
We have established a whistleblowing hotline for use by whistleblowers who have witness or suspect any violations in Company business activities. This hotline may be used by all executives, employees, temporary employees, and former employers (within one year of separation) as well as executives and employees of businesses with which we transact. Reports are accepted on acts in violation of laws, regulations, or in-house rules, including harassment, discrimination, corruption, leakage of confidential information, insider trading, and extortion targeting Company employees or transaction counterparties.
We set up this hotline both inside the Company (in the Internal Audit Office) and at an outside law office.
After a whistleblowing report has been received, the head of the Internal Audit Office carefully considers whether or not an investigation is required. If an investigation is required, the head of the Internal Audit Office forms an investigation team reflecting the details of the investigation and investigates the matter in cooperation with related sections.
The privacy and anonymity of whistleblowers are protected, and the content of a report is not shared with any parties other than the hotline and the investigation team without the consent of the whistleblower. Rules call for investigation staff to take care to prevent identification of the whistleblower during the investigation process. In addition, it is prohibited to treat a whistleblower at a disadvantage for reason of having made a whistleblowing report, and the Rules of Employment and other provisions stipulate disciplinary action for any who engage in such acts.
The whistleblower is notified promptly of whether or not an investigation will be conducted, the progress of the investigation, if any, and its findings. In addition, the head of the Internal Audit Office reports to the Risk and Compliance Committee on the findings of the investigation and any corrective measures.
Anti-corruption
In addition to requiring that all executives and employees comply with laws and regulations, the Company also prohibits, in the Rules of Employment, misappropriation, collusion, leakage of confidential information, extortion of Company employees and transaction counterparties, and various other acts of corruption aimed at securing private gain by exploiting one's professional status.
Similarly, we also prohibit various acts of bribery, such as entertainment that deviates from the extent socially acceptable or improper provision or receipt of funds services, and opportunities, whether they involve public- or private-sector counterparties.
Any such acts of corruption or bribery are treated strictly under the Rules of Employment.
The Rules of Employment include the following provisions on prevention of corruption and bribery.
Employees must refrain from misappropriation, collusion, leakage of confidential information, extortion of Company employees and transaction counterparties, and various other acts of corruption aimed at securing private gain by exploiting one's profession or professional status. They also must refrain from various acts of bribery such as entertainment that deviates from the extent socially acceptable or improper provision or receipt of funds services, and opportunities, whether they involve public- or private-sector counterparties.
All cases of establishment and amendment of related rules, including the Rules of Employment, are subject to approval by the Board of Directors.
In FY 2021, no employees were disciplined (including dismissal) in connection with corruption and no fines or other penalties were incurred.
