Corporate Management

The Company's corporate governance system centers on the Board of Directors, Audit & Supervisory Board Members, and the Audit & Supervisory Board. Six of the 13 directors are external directors to ensure robust mutual monitoring between the directors. The nominating committee, remuneration committee and SDGs promotion committee are established voluntarily as advisory bodies to the Board of Directors. The nominating committee and remuneration committee comprise the CEO and four independent external directors (elected by a resolution of the board of directors) to ensure independence of the committees. Two of the four Audit & Supervisory Board Members are external members to ensure independent auditing functions, thereby strengthening the monitoring of management.

Board of Directors

Reasons of appointment

External Board Director

                                                                                                               
Name Reasons of Appointment Attendance at Board of Directors meeting in FY2020*1
Atsushi HoribaHaving served as Representative Director of HORIBA, Ltd. for approximately 29 years from 1992 to date, Mr. Horiba has been leading the growth of HORIBA group and therefore has a wealth of management experience. The Company expects him to supervise the Company's management based on his knowledge and experience and give advice on the overall management of the Company. He is elected as external director so he can contribute to the Group's further growth and strengthening corporate governance.Attended 12 out of 12 Board of Directors meetings
(attendance rate of 100%)
Takehiro KamigamaHaving served as Representative Director of TDK Corporation for 12 years from 2006, Mr. Kamigama has a wealth of management experience to demonstrate leadership in enhancing profitability of TDK's business and expanding business fields. The Company expects him to supervise the Company's management based on his knowledge and experience and give advice on the overall management of the Company. He is elected as external director so he can contribute to the Group's further growth and strengthening corporate governance.Attended 12 out of 12 Board of Directors meetings
(attendance rate of 100%)
Kazuaki OkiMr. Oki has extensive knowledge and experience as a certified public accountant. The Company expects him to supervise the Company's management based on his knowledge and experience and give advice on the overall management of the Company. He is elected as external director so he can contribute to the Group's further growth and strengthening corporate governance.Attended 12 out of 12 Board of Directors meetings
(attendance rate of 100%)
Kyoko UemuraMs. Uemura has extensive knowledge and experience as a lawyer. The Company expects her to supervise the Company's management based on her knowledge and experience and give advice on the overall management of the Company. She is elected as external director so she can contribute to the Group's further growth and strengthening corporate governance.Attended 12 out of 12 Board of Directors meetings
(attendance rate of 100%)
Reiko HishiyamaMs. Hishiyama is a professor of the Faculty of Science and Engineering at Waseda University, and her research interests include management system engineering. She has a wealth of knowledge and experience in the area of cutting-edge technology such as AI and IoT. The Company expects her to supervise the Company's management based on her knowledge and experience and give advice on the overall management of the Company. She is elected as external director so she can contribute to the Group's further growth and strengthening corporate governance.*2
Naomi KoshiIn addition to her extensive knowledge and experience as a lawyer in Japan and overseas, Ms. Koshi engages in a broad range of activities including municipal government initiatives and support measures for the promotion of women's career advancement. The Company expects her to supervise the Company's management based on her knowledge and experience and give advice on the overall management of the Company. She is elected as external director so she can contribute to the Group's further growth and strengthening corporate governance.*2
[Notes]
  • *1
    The number of Board of Directors meetings by written resolution is excluded.
  • *2
    Ms. Reiko Hishiyama and Ms. Naomi Koshi were appointed as external directors of the Company on June 22, 2021.

External Audit & Supervisory Board Member

                               
Name Reasons of Appointment Attendance at Board of Directors meeting in FY2020*
Yasuharu YamadaMr. Yamada has extensive knowledge and experience relating to risk management and compliance at financial institutions as well as considerable expertise of finance and accounting. The Company designated him as an external Audit & Supervisory Board Member to leverage his knowledge and experience to perform audits from a specialist perspective and to ensure a more independent perspective in the audits.Attended 12 out of 12 Board of Directors meetings
(attendance rate of 100%)
Kenichiro AbeMr. Abe has extensive knowledge and experience as a CPA. The Company designated him as an external Audit & Supervisory Board Member to leverage his knowledge and experience to perform audits from a specialist perspective and to ensure a more independent perspective in the audits.Attended 12 out of 12 Board of Directors meetings
(attendance rate of 100%)
[Note]
  • *
    The number of Board of Directors meetings by written resolution is excluded.

Remuneration

The Company shall determine the remuneration of the Company's directors and audit & supervisory board members by verifying whether the amount is at a level that is highly competitive with the remuneration of the executives at the Japanese and overseas companies with largely comparable scale of business, based on the survey of domestic executive remuneration carried out by a third party organization.

The remuneration of directors shall be intended as incentive for achieving sustainable growth as well as enhancement of corporate value over the medium to long term, along with the creation of constant earnings growth, stable cash flows and sound relationship with stakeholders, while ensuring to restrain excessive risk-taking but to enhance motivation of directors to contribute to improving corporate performance not only over the short term, but also medium to long term.

The basic remuneration shall be determined by position on an annual basis, specifically at ¥96 million for the representative director & chairman, ¥120 million for the representative director, president & CEO, ¥84 million for the representative director, and ¥60 million for the board director & executive vice president, which shall be paid in cash in monthly installments. The performance-based remuneration shall consist of short-term performance-based remuneration and medium-term performance-based remuneration, which shall be paid wholly in the form of restricted stock. The amount of the medium-term performance-based remuneration shall be determined based on the Company's performance over a three-year term, and the determined remuneration shall be paid to the grantee directors after the finalization of performance for the three-year evaluation period. Under the basic policy of the Company, the composition ratio between the basic remuneration and the short-term performance-based remuneration shall, in principle, be 1:2.3-3.2, while the short-term performance-based remuneration shall fluctuate in a range of 0 to 2.5 times the base amount by position. The composition ratio between the basic remuneration and the medium-term performance-based remuneration shall, in principle, be 1:1.7-2.1, while the medium-term performance-based remuneration shall fluctuate in a range of 0 to 3.0 times the base amount by position. If any material revision or amendment occurs to the figures in the financial statements that are used as the basis for calculating performance-based remuneration, the Company may take measures such as acquiring the allotted shares without compensation, taking the job responsibility of the relevant grantee director into account.

As for external directors, who are independent from business execution, audit & supervisory board members and external audit & supervisory board members, who audit the execution of duties by directors, the policy is to pay them only basic remuneration.

Total remuneration for directors and Audit & Supervisory Board Members with subtotals for each type of remuneration
and numbers of recipients (FY2020)

Total remuneration (¥ millions) Subtotals for each type of remuneration (¥ millions) Number of recipients
Basic remuneration Performance-based remuneration*1 Other*3
Cash payment Share-based payment*2
Directors(excluding external directors) 2,061 432 701 701 228 6
Audit & Supervisory Board Members*4 (excluding external Audit & Supervisory Board Members) 17 17 - - - 1
External directors 48 48 - - - 4
External Audit & Supervisory Board Members 22 22 - - - 2
[Notes]
  • *1
    Performance-based remuneration comprises cash payment and share-based payment.
  • *2
    Share-based payment is scheduled to be granted on July 20, 2021 in the form of restricted stock, which will be accounted for (expensed) in FY2021.
  • *3
    “Other” represents the amounts accounted for (expensed) in FY2020 concerning the stock options allotted as non-monetary payment in March 2018, which are different from the amounts to be gained as a result of the exercise or sale of the stock options.
  • *4
    The annual aggregate remuneration paid to audit & supervisory board members shall not exceed ¥80 million, pursuant to the resolution of the Extraordinary General Meeting of Shareholders held on February 25, 2015 (at which time, the Company was served by six audit & supervisory board members).

Total remuneration and other compensation
paid to respective directors (FY2020)

Name Total consolidated remuneration
(¥ millions)
Title Company name Subtotals for each type of remuneration (¥ millions)
Basic remuneration Performance-based remuneration Other
Cash payment Share-based payment
Ken Miyauchi 635 Director SoftBank Corp. 120 228 228 59
Jun Shimba 373 Director SoftBank Corp. 84 130 130 29
Yasuyuki Imai 373 Director SoftBank Corp. 84 130 130 29
Junichi Miyakawa 373 Director SoftBank Corp. 84 130 130 29
Kazuhiko Fujihara 250 Director SoftBank Corp. 60 84 84 22
Kentaro Kawabe 265 Director Z Holdings Corporation 85 112 68 -
[Note]
  • *
    Only directors whose total consolidated remuneration and other compensation is ¥100 million or more.