Corporate Governance
- Corporate governance report
- Basic View of Corporate Governance, Capital Structure, Corporate Profile and Other Basic Information
- Business Management Organization and Other Corporate Governance Systems Regarding Decision Making,
Execution of Business, and Oversight in Management - Implementation of Measures for Shareholders and Other Stakeholders
- Matters Related to the Internal Control System
- Others
Corporate governance report
Basic View of Corporate Governance, Capital Structure,
Corporate Profile and Other Basic Information
1.Basic Views
Based on the managing policy “Creating new entertainment to provide “Wonder” and “Excitement” to the world.”, the Group aims to be appreciated and trusted by all stakeholders that includes shareholders, customers, clients, and local communities.
Reason for Non-compliance with the Principles of the Corporate Governance Code Updated
【Supplementary Principle4.8(1)】
Our independent officers have outstanding knowledge, and regardless of “a meeting consisting of only independent outsiders”, active discussions from the independent standpoint in the discussions at the current board of directors participate and contribute to. We believe that sharing of recognition to outside officers is achieved through prior distribution of meeting materials by the division in charge of the board of directors and prior explanation of important proposals. In addition, there is nothing to prevent the exchange of information between independent officers on a daily basis.
【Supplementary Principle4.10(1)】
The Company selects 2 Independent Outside Director who contributes through active discussion from independent and objective standpoint in the Board of Directors. Consequently, the Company recognizes the independence and objectivity of the Board of Directors are ensured and the Company believes there is no need for establishing any advisory such as nominating committee and remuneration committee.
【Principle4.11: Prerequisites for ensuring the effectiveness of the Board of Directors and Supervisory Board】
The Company's directors are composed of persons with expert knowledge and abundant experience in various fields such as management, finance, marketing, contents industry, etc., and have a variety of functions to effectively fulfill the roles and responsibilities of the Board of Directors. The Company recognizes that it constitutes both diversity and appropriate scale. Regarding securing diversity in view of gender and international nature, the Company will consider it as one of efforts to improve the effectiveness of the Board of Directors as a whole. In addition, the company's corporate auditors have knowledge, experience and ability necessary to fulfill that role, one of whom is a certified public accountant who has sufficient knowledge on finance and accounting.
【Supplementary Principle4.11(3)】
The Company will consider the analysis, evaluation and disclosure of the effectiveness of the Board with the practical method.
All the principles are described based on the code after the revision of June 2018
【Disclosure Based on the Principles of the Corporate Governance Code】Updated
【Principle1.4: Shares owned by policy】
When we hold listed shares for purposes other than net investment purposes, we are basically targeting the stock price of companies that will enhance corporate value, as mutual business collaboration is high. When holding listed shares politically, we will thoroughly investigate whether the purpose for possession is appropriate, whether the benefits and risks associated with holding are commensurate with the cost of capital, and we will verify the appropriateness of possession each year at the Board of Directors. If it is judged that the significance of policy holding is not necessarily sufficient, we will try to reduce such shares. Also, when exercising the voting rights of the shares held by the policy, the basic policy is to determine whether or not the investee companies will improve the corporate value and the shareholder value over the medium to long term, taking account of the corporate governance improvement situation and the compliance system, etc. Above, we will make various judgments and judge comprehensively.
【Principle 1.7: Related Party Transactions】
The Company sets the manual of deal of party transactions for both conflict interest and related parties to establish the dealing flow, the basis of judging importance, and the basis of necessity of decision in the Board of Directors. Accounting & Finance department judges the importance on disclosure of related parties. After that, Legal department secondary judges whether the dealing condition is equal to the independent third party and afterwards the Company holds the Board of Director if necessary. Also, the dealings with related parties are reported in the Board of Directors quarterly regardless of the importance of disclosure.
【Principle 2.6: Function as an asset owner of corporate pension】
Although we have not adopted the corporate pension system, we have introduced a corporate type defined contribution pension plan to enhance employee's retirement asset formation and welfare system. In the existing definite contribution pension system, the Company does not act as an asset owner in terms of the system structure, but when introducing the corporate pension system, in order to demonstrate the functions expected of the asset owner, We will make appropriate efforts in terms of personnel management and operation, and we will disclose it.
【Principle 3.1: Enhancement of Disclosure】
- （１）
- Company Objectives, Business Strategies and Business Plans
The Group establishes “ Marvelous Bible” and discloses “ Managing Policy”, “ Mission”, “ Vision” and “Action Guidelines” in its website (url: https://corp.marv.jp/vision/bible.html) - （２）
- Basic Views and Guideline on Corporate Governance
Basic View of Corporate Governance of the Company is described in １．Basic Views in this Report. The Company also discloses in its website and asset securities reports. - （３）
- Remuneration for Directors
The company installs the performance-linked incentive system in addition to monthly remuneration to motivate Directors for raising the value of the Company. The Company also installs BBT（＝Board Benefit Trust） to enhance consciousness of Directors to devote to raising performances to increase the value of the Company in medium term by sharing benefit and risk of the stock price changes with general shareholders. Regarding BBT, it is basically paid as shares when a Director is resigned, conversing the points which the Directors gains based on the Regulations of Board Benefit Trust. - （４）
- Policies and Procedures for Nominating Directors and Auditors
The Company selects the Nominee of Directors and Managing Staff with the ability to make precise and speedy decision, to manage risks properly and to execute the duties including supervising other employees. Also, to keep balance between the Business Unit, the Company appoints The Board of Directors appoints a Directors and a Manager with deliberation. Also, the Company selects an Auditor with high experience in accounting and finance and deep insight of business of the Company and business management. And, the Board of Directors appoints an Auditor with full agreement of Audit Committee. In addition, in the event that there is a fraudulent or serious violation of laws or regulations in executing the duties of executives, we will decide to dismiss. - （５）
- Explanation of Individual Appointments for Directors and Auditors
The Company individually discloses significant factors considered in the selection of nominees in the Notice of Convocation of the Annual Shareholders’Meeting. Regarding dismissal, we also decide to dismiss the proposal to the general meeting of shareholders, and we will disclose the reason for the dismissal of the person concerned by notifying the general meeting of shareholders.
【Supplementary Principle 4.1.1: The Scope of the Delegation of Authority to the Management】
The Company sets Rules and Delegation of Authority Rules to allocate authority which specifically defines the appropriate allocation of authority related to decision, consideration, and approval to all the Board of Directors, Manager’s meeting, Supervisors, and Heads of all business units.
【Principle 4.9: Independence Standards and Qualifications for Independent Directors】
It is the Company’s policy to appoint independent directors who meet the independence standards prescribed by the Companies Act and the Tokyo Stock Exchange. Also, the Company considers select the candidate who is expected to contribute to the constructive discussion in Board of Directors in candid and active manner.
【Supplementary Principle 4.11 (1): Overall Balance of the Board Composition, and the Policies and Procedures for Appointment】
The Company recognizes that current Board is maintained with appropriate manner with diverse Directors from all the business units and business function to ensure sound and swift decision making to match the size and other factors relating to the Company’s business areas. Also, the Company’s Board is mutually checked for management, and composed of in total of 11 members, 7 Directors including 3 Outside Director and 4 Auditors including 3 Outside Auditors. 5 of them are Independent Officer.
【Supplementary Principle 4.11 (2): Common Directors and Auditors】
The Company discloses positions concurrently held by each director and auditor nominee in the Notice of Convocation of the Annual Shareholders’ Meeting. Also, the companies which nominees are in positions are in reasonable range such as the Company’s subsidiary, which don’t affect to fulfill their responsibility in the Company.
【Supplementary Principle 4.14.2: Training Policy for Directors and Auditors】
The Company provides, at the Company’s cost, the directors and auditors with opportunities to acquire knowledge of laws and regulations as required for executing their duties and to better understand the Company’s business and organizational, as well as other training opportunities
【Principle 5.1: Policy for Constructive Dialogue with Shareholders】
The Company’s takes following policies to encourage a constructive discussion with Shareholders.
- （１）
- The Company appoints Officer supervises the Administration Unit to be responsible for the matters of IR, and the department in charge is Corporate Planning Department.
- （２）
- To support the communication with Shareholders, Corporate Planning Department collects and controls the information from Accounting & Finance department and other departments involved. In the meantime, Corporate Planning Department communicates often with other department related to IR, to encourage active dialog with Shareholders.
- （３）
- Besides the Individual Interview, the Company holds financial result briefing and CEO regularly explains directly to analysts and institutional investors. Also, the Company actively discloses IR related items such as all documents except legal disclosure and videos of major briefings
- （４）
- The Company effectively share and accept the Shareholders’ opinion which the Company obtains from the dialog by distributing and making feedback to Officers and departments
- （５）
- The Company sets Rules of preventing Insider dealing to avoid the risk in the dialog, and control the information to disclose. And the Company sets the quiet period quarterly from the next day of account close to the date of announcement of financial result to prevent a divulging of information.
※All the principles are described based on the code after the revision of June 2018.
2.Capital Structure
| Percentage of Foreign Shareholders | 10%-20％ |
|---|
【Status of Major Shareholders】Updated
| Name/Company Name | Number of Shares Owned | Percentage |
|---|---|---|
| Hayao Nakayama | 9,822,500 | 18.81 |
| Amuse Capital Inc. | 6,700,000 | 12.83 |
| Haruki Nakayama | 5,482,400 | 10.50 |
| Amuse Capital Investment Inc. | 1,840,000 | 3.52 |
| Japan Trustee Services Bank, Ltd. (trust) | 1,505,200 | 2.88 |
| The Master Trust Bank Of Japan, Ltd. (trust) | 1,406,300 | 2.69 |
| J.P.MORGAN BANK LUXUXEMBOURG S.A. 1300000 | 1,240,363 | 2.38 |
| TOHOKUSHINSHA FILM CORPORATION | 780,000 | 1.49 |
| Japan Trustee Services Bank,Ltd．(trust 5) | 596,200 | 1.14 |
| Trust & Custody Services Bank, Ltd. (trust E) | 500,000 | 0.96 |
| Controlling Shareholder（Except for parent company） | ――― |
|---|---|
| Parent Company | None |
3.Corporate Attributes
| Listed Stock Market and Market Section | Tokyo Stock Exchange First Section |
|---|---|
| Fiscal Year-end | March |
| Type of Business | Telecommunications |
| Number of Employees (Consolidated) as of the End of the Previous Fiscal Year |
Over 500 to less than1000 |
| Sales (Consolidated) as of the End of the Previous Fiscal Year | Over 10 billion JPY to less than 100 billion JPY |
| Number of Consolidated Subsidiaries as of the End of the Previous Fiscal Year |
Below 10 |
4.Policy on Measures to Protect Minority Shareholders in Conducting Transactions with Controlling Shareholder
―――
5.Other Special Circumstances Which May Have Material Impact on Corporate Governance
None
Business Management Organization and Other Corporate Governance Systems
Regarding Decision Making, Execution of Business, and Oversight in Management
Organizational Composition and Operation
| Structure of Organization | Company with Board of Auditors |
|---|
【Directors】
| Maximum Number of Directors Stipulated in Articles of Incorporation | 9 |
|---|---|
| Term of Office Stipulated in Articles of Incorporation | 1 year |
| Chairperson of the Board | President |
| Number of Directors | 7 |
| Election of Outside Directors | Elected |
| Number of Outside Directors Updated | 3 |
| Number of Independent Directors Updated | 2 |
Relation with the Company (1) Updated
| Name | Attribute | Relationship with the Company* | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| a | b | c | d | e | f | g | h | i | j | k | ||
| Shunichi Nakamura | From Other Company | |||||||||||
| Makoto Arima | From Other Company | △ | ○ | |||||||||
| Shinji Hatano | From Other Company | △ | ||||||||||
- *
- Categories for “Relationship with the Company
“○” When the director currently falls or has recently fallen under the category
“△”When the director currently falls or has recently fallen under the category
“●” When the director fell under the category in the past
“▲”When a close relative of the director currently falls or has recently fallen under the category
- a
- Executive of the Company or its subsidiaries
- b
- Non-executive director or executive of a parent company of the Company
- c
- Executive of a fellow subsidiary company of the Company
- d
- A party whose major client or supplier is the Company or an executive thereof
- e
- Major client or supplier of the Company or an executive thereof
- f
- Consultant, accountant, or legal professional who receives a large amount of monetary consideration or other property from the Company other than compensation as a director/auditor
- g
- Major shareholder of the Company (or an executive of said major shareholder if the shareholder is a legal entity)
- h
- Executive of a client or supplier company of the Company (which does not correspond to any of d, e, or f) (the director himself/herself only)
- i
- Executive of a company, between which and the Company outside directors/auditors are mutually appointed (the director himself/herself only)
- j
- Executive of a company or organization that receives a donation from the Company (the director himself/herself only)
- k
- Others
Relation with the Company(2) Updated
| Name | Designation as Independent Director | Supplementary Explanation of the Relationship | Reasons for Appointment | Rate of Attendance (FY 2019) |
|---|---|---|---|---|
| Shunichi Nakamura | ――― | Appointed in recognition of his wealth of experience and breadth of insight as an executive. | Board of Directors Attended 15 of 15 meetings | |
| Makoto Arima | ○ | He was in Google Inc., which the Company currently dealing with in Online Game distribution,from 2010-2014, however the deal between the Company and Google Inc. is ordinary dealing, which is not affected to independence of the Company. He is from Interworks Inc., which the Company currently dealing with in temporary staffing, however the deal between the Company and Interworks Inc. is ordinary dealing, which is not affected to independence of the Company. He also is working as Executive Vice President of Rakuten Inc., which the Company currently dealing with in Video distribution license, from September 2017, however the deal between the Company and Rakuten Inc. is ordinary dealing, which is not affected to independence of the Company. |
Appoint in recognition of his breadth insight in business management and high experience in IT business designed to enhance corporate governance and to ensure the adequacy and appropriateness by his neutral and fair standpoints as Outside Director with a voting rights in the Board. Also, his personal record in the other company which was/is the Company's client is not affected to the decision in the dealing, nor related to the merit of the person appointed to be an Independent Officer. Thus, the Company recognizes the nominee has no conflict of interests with other general shareholders. |
Board of Directors Attended 13 of 15 meetings |
| Shinji Hatano | ○ | He was in Nintendo Inc., which the Company currently dealing with in Consumer Game Business,from 1972-2013, however the deal between the Company and Nintendo Inc. is ordinary dealing, which is not affected to independence of the Company. | Appointed in recognition of his breadth insight in business management and high experience in game industry designed to enhance corporate governance and to ensure the adequacy and appropriateness by his neutral and fair standpoints as Outside Director with a voting rights in the Board. Also, his personal record in the other company which was/is the Company's client is not affected to the decision in the dealing, nor related to the merit of the person appointed to be an Independent Officer. Thus, the Company recognizes the nominee has no conflict of interests with other general shareholders. |
――― |
| Voluntary Establishment of Committee(s) Corresponding to Nomination Committee or Remuneration | None |
|---|
【Auditors】
| Establishment of Board of Auditors | Established |
|---|---|
| Maximum Number of Auditors Stipulated in Articles of Incorporation | 5 |
| Number of Auditors | 4 |
Cooperation Among Auditors, Accounting Auditors, and Internal Audit Department
Auditors and Accounting Auditors communicate often regarding the schedule, plans, and method of auditing regularly to make sufficient exchange of opinion.
| Appointment of Outside Auditors | Appointed |
|---|---|
| Number of Outside Auditors | 3 |
| Number of Independent Auditors | 3 |
Outside Auditors’Relationship with the Company(1) Updated
| Name | Attribute | Relationship with the Company* | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| a | b | c | d | e | f | g | h | i | j | k | l | m | ||
| Hisashi Miyazaki | From Other Company | |||||||||||||
| Masaaki Suzuki | From Other Company | |||||||||||||
| Takanobu Yamaguchi | From Other Company | |||||||||||||
- *
- Categories for “Relationship with the Company
“○” When the director currently falls or has recently fallen under the category
“△”When the director currently falls or has recently fallen under the category
“●” When the director fell under the category in the past
“▲”When a close relative of the director currently falls or has recently fallen under the category
- a
- Executive of the Company or its subsidiaries
- b
- Non-executive director or executive of a parent company of the Company
- c
- Executive of a fellow subsidiary company of the Company
- d
- A party whose major client or supplier is the Company or an executive thereof
- e
- Major client or supplier of the Company or an executive thereof
- f
- Consultant, accountant, or legal professional who receives a large amount of monetary consideration or other property from the Company other than compensation as a director/auditor
- g
- Major shareholder of the Company (or an executive of said major shareholder if the shareholder is a legal entity)
- h
- Executive of a client or supplier company of the Company (which does not correspond to any of d, e, or f) (the director himself/herself only)
- i
- Executive of a company, between which and the Company outside directors/auditors are mutually appointed (the director himself/herself only)
- j
- Executive of a company or organization that receives a donation from the Company (the director himself/herself only)
- k
- Others
Outside Auditors’Relationship with the Company(2) Updated
| Name | Designation as Independent Auditor | Supplementary Explanation of the Relationship | Reasons for Appointment | Rate of Attendance (FY 2019) |
|---|---|---|---|---|
| Hisashi Miyazaki | ○ | ――― | Appoint in in recognition of his breadth and high experience in accounting from famous game company and its related company and insight of management of entertainment company from his experience of auditors in several companies. The Company recognizes that he has no special interest with the Company, no risk of conflict of interest with general shareholders. |
Board of Directors Attended 15 of 15 meetings Board of Auditors Attended 14 of 14 meetings |
| Masaaki Suzuki | ○ | ――― | Appoint in in recognition of his wealth insight as a CPA, and successively worked as an auditor invarious companies. In addition, he has deep knowledge on business management in Entertainment industry. The Company recognizes that he has no special interest with the Company, no risk of conflict of interest with general shareholders. |
Board of Directors Attended 10 of 11 meetings Board of Auditors Attended 10 of 10 meetings |
| Takanobu Yamaguchi | ○ | ――― | Appointed in recognition of his breadth insight in business management and high experience in financial institution, retail business, and human resources service industry. The Company recognizes that he has no special interest with the Company, no risk of conflict of interest with general shareholders. |
――― |
【Independent Directors/Auditors】
| Number of Independent Directors/Auditors Updated | 5 |
|---|
Matters Relating to Independent Directors/Auditors
The Company designates as independent directors/auditors all outside directors/auditors that fulfill the independent director/auditor criteria.
【Incentives】
| Incentive Policies for Directors | Installment of performance-linked incentive, Others |
|---|
Supplementary Explanation
Regarding the remuneration of members of Board, the company installs the performance-linked incentive system in addition to monthly remuneration to motivate Directors for raising the value of the company. The Company also installs BBT（＝Board Benefit Trust） to enhance consciousness of Directors to devote to raising performances increase the value of the Company in medium term by sharing benefit and risk of the stock price changes with general shareholders.
| Recipients of Stock Options | None. |
|---|
Supplementary Explanation
【Remuneration for Directors】 Updated
| Disclosure of Individual Directors’ Remuneration | Partial Disclosure |
|---|
Supplementary Explanation
The Company discloses the total amount of remuneration of Directors, and also total amount of Auditors.
Followings are the total amount of remuneration in FY 2019 (JPY)
8 Directors ： 216,325,000 JPY
5 Auditors ： 14,700,000 JPY
Total 231,025,000 JPY
| Policy on Determining Remuneration Amounts and Calculation Methods | Established |
|---|
Disclosure of Policy on Determining Remuneration Amounts and Calculation Methods
The remuneration of Directors is composed of monthly remuneration, performance-linked incentives to motivate Directors for raising the value of the company, and BBT（＝Board Benefit Trust）. The performance-linked incentives are decided in Board of Directors in discussion based on consolidated operating profit of a fiscal year, past records. Regarding BBT, it is basically paid as shares when a Director is resigned, conversing the points the Directors gains based on the Rules of Board Benefit Trust.
【Supporting System for Outside Directors and/or Auditors】
The Company provides the agenda and related information prior to the meeting, collects documents and information, and has a individual hearing meeting to support Outside Directors and Auditors when in necessary by the corporation of standing statutory auditor and Corporate Planning Department.
2.Matters on Functions of Business Execution, Auditing, Oversight, Nomination,
and Remuneration Decisions (Overview of Current Corporate Governance System) Updated
The Company establishes both the Board of Directors and Audit Committee. The Board of Directors consists of 7 Directors including 3 Outside Directors and 4 Auditors including 3 Corporate Auditors to hold monthly regular Board Meeting and temporary Board meeting as needed. The execution of duties are reported on the Board on the regulation of allocation of authority to be deliberated in the Managers’ Meeting, and depending on the item, the supervisor and general manager decide to make it speedy. Auditors enghances the mutual check system by attending in the Board of Directors and other important meetings to audit the execution of duties of Directors objectively and referring to the important document according to the report from CPA and Director, etc.
The remuneration of Directors is composed of monthly remuneration, performance-linked incentives to motivate Directors for raising the value of the company, and BBT（＝Board Benefit Trust）. The performance-linked incentives are decided in Board of Directors in discussion based on consolidated operating profit of a fiscal year, past records. Regarding BBT, it is basically paid as shares when a Director is resigned, conversing the points the Directors gains based on the Rules of Board Benefit Trust.
3.Reasons for Adoption of Current Corporate Governance System Updated
The Company adopts current system in the reason of recognition that the mutual checking is sufficiently works by 3 Outside Directors and 3 Corporate Auditors.
Implementation of Measures for Shareholders and Other Stakeholders
1.Measures to Revitalize the General Shareholders’ Meeting and Facilitate the Smooth Exercise of Voting Rights Updated
| Supplementary Explanations | |
|---|---|
| Scheduling Annual General Meeting to Avoid the Peak Time | It has been held at 3:00 p.m., June 18th 2019 for FY2019. And the Company sets the meeting place considering the accessibility. |
| Allowing the Electronic Exercise of Voting Rights | The Company accepts online voting via personal computers and mobile phones. It also participates in the Electronic Voting Platform. |
| Participation in Electronic Voting Platform | The Company participates Electronic Voting Platform operated by ICJ, Inc. |
| Providing Convocation Notice in English | The Company provides on its website abridged English translations of the key portions of the convocation notice. |
| Other | The Company considers the Shareholders Meeting is important opportunity to gain frank and honest opinions/questions from Shareholders. From the standpoints, The Company makes visual efforts such as using videos to report performance |
2.IR Activities
| Supplementary Explanations | Explanation by CEO | |
|---|---|---|
| Preparation and Publication of Disclosure Policy |
The Company sets and announces a principle to disclose the information, fiscal status of the Company timely, accurately and fairly to make shareholders and investors understand the Group. | |
| Regular Investor Briefings for Analysts and Institutional Investors |
The Company holds Financial result report meeting twice a FY, in the end of 2Q and end of FY. And in the meantime, the Company discloses its video of the meeting and QA script in the website. Also, in 1Q and 3Q, the Company discloses the video of CEO to explain the result of the quarter, and the document of the presentation for the result in its website. | yes |
| Posting of IR Materials on Website | In addition to statutory document like security report, the Company discloses documents of Annual report, Current Management Briefing and other presentation in website. Also, the video of the main meeting is on the website to be referred. | |
| Establishment of Department and/or Manager in Charge of IR | The corporate planning department is responsible for IR. |
3.Measures to Ensure Due Respect for Stakeholders
| Supplementary Explanations | |
|---|---|
| Stipulation of Internal Rules for Respecting the Position of Stakeholders |
Aiming the right corporate activities which trusted by stakeholders, the Company sets code of Conduct for Marvelous Inc. |
| Environmental conservation and CSR activities | The Company is making a social contribution through following activities ＜Relation to environment and local community＞ ・Accepting Students and Child for visiting office. ・Support UNICEF ・Support UNHCR ・Consideration for the environment（Reduce office paper use, promote to collect PET bottle cap to join “ Network for collecting PET bottle cap”） |
| Principle for sharing information to stake holders |
The Company makes effort to share the information fairly, timely and correctly not only for statutory document but also other information through the meeting and website. |
Matters Related to the Internal Control System
1.Basic Views on Internal Control System and the Progress of System Development
1.System for ensuring that the duties of directors and employees of the Company and of the employees, directors, etc. of its subsidiaries are executed in accordance with laws and regulations as well as the Company’s Articles of Incorporation
- （１）
- The Company announces to the society the Corporate Code of Conduct that Directors and Employees should comply to keep legal compliance and moral of corporation.
- （２）
- The Company sets Rules of compliance to keep the Corporate Code of Conduct, and decides policy of basic rules of regulations and legal compliance. Also the company establishes a Compliance committee to maintain the company’s structure.
- （３）
- To practically exercise the Rules of compliance and establish compliance management, the Company also sets the compliance guideline which indicate the rules to communicate with stakeholders, and the Rues of internal report to make the Directors and Employee report the injustice and unfairness. In the meantime, the Company enlightens Directors and Employees through education and training to make them more complied to the Corporate Code of Conduct.
- （４）
- To block the relationship with the anti-social forces, the Company sets the Basis of abandoning anti-social forces to educate and train Directors and Employees and to support the person who threatened by unfair requirements.
- （５）
- The Company monitors the exercise in the Group by setting internal auditing department to audit the appropriateness of the business and of flow at fixed intervals.
2.System for storing and managing information related to the execution of the duties of the Company’s directors
Directors and Employee keep the documents and digital memories related to their job exercise in accordance to the decision of the Board of Directors and the Regulations of keeping documents which the Company decides. And, the Directors and Auditors can refer to the documents every time they needs. The Company requires decision in the Board of Directors to revise and abolish the Regulation of important document dealing.
3.Rules and other systems regarding the management of risk of losses at the Company and Group companies
To evaluate and recognize the risk of the loss which damages the management severely, the Company sets the regulation of risk control and build a system to manage the business risks and individual risks. Also, the Company appoints responsible persons in each company, subsidiary and business units to operate a cross-sectional organization to prevent and rapidly correspond to a critical risk, and to cope with the speedy change in business circumstances.
Internal Audit Department evaluates the risk in the job exercise through auditing and report the result to CEO and Auditors. At the same time, the Internal Audit Department reports to CEO and Audits when it finds the risks in the job of the Group.
4.System for ensuring that the duties of the Company’s directors and those of the directors, etc. Of the Business Group companies are executed efficiently
The Company builds the system to execution of duties by Directors, control funds, manage target and report.
In the execution of duties by Director, the Group clearly defines the duties of each Director to execute budget and other managing system under the self-supporting accounting system in each business unit and project. On the decision-making in the Board of Directors, sufficient and appropriate information should be provided to the Directors and in the case of important issue, the agenda will be on the Board after the careful and diverse discussion in Management meeting. In addition, the Board of Directors reviews the monthly result in every month, and the Director in charge reports the analysis and remedy of the discrepancy between target and result. Also, the Company holds necessary meetings regularly or temporary to make business more efficient.
5.System for reporting to the Company on matters related to the execution of the duties of the directors, etc. Of Group companies and other systems for ensuring appropriate operations within the corporate group comprising the company and its subsidiaries
The Group builds a system to manage and control the HR, funds and information regulation. And the Company educate, enhance the Directors and Employees of the each company based on the idea of this principle. The Company also promote to corporate mutually in the Group. Regarding issues of internal control accompany with the expansion of business area and basis, the Company manages controls and operates the regulation of related company and requests the participation of the Company to important decision, practices internal audit by Internal Audit Department of the Company to ensure the appropriateness of subsidiaries. In addition, the Company makes efforts to build a system that Directors and Employees of the company in the Group report the items related to the execution of duties to Directors in the Company.
6.Matters related to employees who should assist with the Audit & Supervisory Committee duties
Auditors can appoint an Employee to support auditing. Appointed Employee researches the required matter and report the result to Auditors.
7.Matters concerning the ensuring of the independence of the employees mentioned in 6 above from the Company’s directors who are not Audit & Supervisory Committee Members and the enforcement of the Company’s Audit & Supervisory Committee’s instructions to the aforementioned employees
Appointed Employee should not accept orders from Directors or other Employees, as for the matter to research and report by the Auditors request.
8.System concerning reporting to the Company’s Audit & Supervisory Committee
The Group builds the system to allow Directors and Employees report to Auditors in case of statutory items, items which has great impact on the Group and other company in the Group and result & progress of internal audit without being treated unfairly. Also, Audit Committee attends the meeting to comprehend the process of decision and execution of duties, refers to the document which relate to execution of duties and requests report of Directors and Employees in necessary.
9.Matters of the cost of Auditors
The Company would not deny the cost which Auditors requires for support from lawyers, CPA other specialists, in the relation to Auditors’ execution of their duties, except in the case the Company claims that the requirement is disapproved.
10.Other systems for ensuring that the audits of the Audit & Supervisory Committee are conducted effectively
In the Group Directors and Employees disclose the practice of their duties and document related to their duties in case of an audit of the Auditors. Also, the Auditors consult CPAs, lawyers and other specialists to report solution to the Board of Directors. Audit Committee communicates with CEO of the Company and CPA when necessary. Also, Audit Committee attends to the Board of Directors and other important meetings.
2.Basic Views on Eliminating Anti-social Forces
To eliminate the relationship with the anti-social forces, the Company sets the Basis of abandoning it by educating and training Directors and Employees and supporting the person who threatened by unfair requirements.
Specifically, the Company researches the credibility of a company to start dealing with, and continue to research it once in 2 years. Also, the Company installs the article indicate elimination of anti-social forces in contracts. In addition, the Company joins to Federation of Anti-special violence in Tokyo Metropolitan Police Department (Tokubouren) and cooperates them with collecting information etc.
Others
1.Adoption of Anti-takeover Measures
| Adoption of Anti-takeover Measures | Not Adopted |
|---|
Disclosure of Policy on Determining Remuneration Amounts and Calculation Methods
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2.Other Matters Concerning Corporate Governance System
The status of the Company’s current internal system concerning timely disclosures is described below.
1.Basic View on timely disclosure of company information
The Company’s basic view on timely disclosure is to disclose actively, timely, fairly and correctly in accordance to regulation in Tokyo Stock Exchange to make all stakeholders such as the shareholders and investors understand deeply of the Company.
2.Systems for timely disclosure of the company information
（１）System to disclose
The Company appoints Officer supervises the Administration Unit to be responsible for the matters of timely disclosure and control the information to disclose, and the department in charge is Corporate Planning Department to collect and check information from Accounting and Finance department and other related department.
（２）Matters of Settlement Report
As for matters of Settlement report and adjustment on the earning forecast, Corporate Planning Department collects the settlement result cooperating with Accounting & Financial Department as soon as it is clear, and Corporate Planning Department judges whether it hits to item to disclose. Corporate Planning Department submit the items to the Board of Directors to disclose immediately.
（３）Matters of decision and fact
All decisions and facts are reported in the meetings which management leaders attend to be summarized in Corporate Planning Department. Each information which Corporate Planning department gains is to be judged whether it includes items to disclose, and proceed to disclose if it includes the item required to do so.
（４）Method to disclose
The Company disclose the item which Tokyo Stock Exchange requires to do so on TDnet, and the information disclosed immediately to the shareholders and investors on the Company’s website. And, other information which may affect to the judge of investing is also disclosed in the website in understanding of the regulation of timely disclosure.
3.Regulation of timely disclosure in the Group
The Company sets Rules for insider dealing to prevent insider dealing and control the information in the Company. At the same time the Company educates the new employee in HR training, and makes announcement from the department in charge to make the Employees certainly informed.
