Fundamental concept of corporate governance
With the management philosophy of the "'Amazement' and 'Emotion' to the world with New Entertainment," the Group aims to be a company that earns the appreciation and trust of all stakeholders including shareholders, customers, business partners, and local communities.
The governance type adopted by the Company stipulates statutory corporate auditors as a governance organ.
The board of directors consists of seven directors including two external directors and comprises four corporate auditors including three external corporate auditors. Important decisions concerning the management of the Company are made at regular monthly meetings of the board of directors and at extraordinary meetings convened when necessary.
The execution of operations is subject to approval based on decision criteria defined in Operating Authority Regulations, with deliberations held at weekly management conference. Depending on the subject matter, the representative director, the executive officers in charge, and the operating division managers pass decisions, reflecting the importance assigned to speedy decision-making.
Corporate auditors are present at important meetings, including board of directors' meetings. They audit from a neutral perspective the execution of duties by the directors, receive reports from the accounting auditor and from directors, review important documents, and in such other ways perform a full range of management supervisory functions.
Furthermore, the Company maintains an appointment committee, comprised (by resolution of the board of directors' meeting) of three members including the standing statutory auditor, the representative director / chairman, and an external director. Additionally, the Company maintains a compensation committee comprised of three members including the standing statutory auditor, the president, and an external director. These committees respectively determine the nomination of candidates for positions as board directors and executive officers and determine the remunerations associated with those positions.
Support framework for external directors (external corporate auditors)
As a support framework assisting in the duties of external directors and external corporate auditors, the Company maintains an officer for the Internal Audit Department who facilitates needed communication and coordination. Moreover, depending on necessity, the Corporate Planning Department and the Internal Audit Department in cooperation with the standing statutory auditor provide support in ways such as communicating in advance information concerning the content of meeting agenda points, aggregating necessary information and providing materials, and by holding individual information meetings.
Remunerations of directors and corporate auditors are respectively disclosed in total amounts.
Remunerations, etc., paid by the Company to directors and corporate auditors in the fiscal year to March 2015 are shown below.
- Nine directors: 146,924 thousand yen
- Four auditors: 16,200 thousand yen
- Total for all 13 officers: 163,124 thousand yen
The above includes one director retired from office at the end of the 17th Annual General Meeting of Shareholders held on June 23, 2014. Further included are 13,800 thousand yen in transfers to provisions for bonuses of corporate officers for the fiscal year ended March 2015 and an aggregate total of 25,499 thousand yen in remunerations, etc., for altogether five external officers comprised of two external directors and three external corporate auditors.
Information about external directors
Names and reasons for appointment of the two external directors of the Company are as follows.
|External directors||Reasons for appointment||Attendance to the Board of Directors meetings
（FY2014; Number of attendance/ Number of meetings held）
|The appointment is based on the expectation that the appointee will provide counsel based on his wide ranging experience and insight in matters of corporate management.||17/18|
|The appointee has for many years passed through a career in the contents industry and has gained wide ranging insight in matters of general corporate management. In particular, the appointee has outstanding expert knowledge in the entertainment business and in the area of technology. It is expected that the appointee will apply this experience and knowledge toward strengthening the corporate governance of the Company. It is also expected that the appointee, as an external director with the right to vote at meetings of the board of directors, will fulfill from an independent standpoint of neutrality and impartiality the function of ensuring the adequacy and appropriateness of decision making at meetings of the board of directors. Moreover, with regard to transactions between the Company and principal business-partner companies at which the appointee has held posts, given the absence of an influence on the decision making of such principal business-partner companies and the absence of any particular stakeholder relationship between the Company and the individual designated independent director, it has been judged that potential for conflict of interest with general shareholders does not exist. Moreover, the appointee has acquired insight of yet greater depth as external director of multiple corporations while serving at and after retirement from the said companies. Thus the appointee has been judged equipped with the knowledge suited for the purpose of achieving objectivity of management supervisory functions, and soundness and transparency of management.||17/18|
Aiming to achieve growth in financial results and gains in the enterprise value of the Company over the medium and long-term, in order to further strengthen employee motivation, morale, and group cohesion, the Company will issue stock options for purchase by employees and corporate officers.
Basic concept and action status in the elimination of anti-social forces
The Company has established a Corporate Code of Conduct and issued internal and external declarations to ban any relations with anti-social forces. Moreover, standards for the elimination of anti-social forces have been established and internal frameworks for operational practice have been put into place such as education and training sessions, and contacts for advice, guidance, and support for dealing with attempts at extortion.
Specifically, in order to prevent transactions with anti-social forces, credit checks are conducted before the initiation of trading with new counterparties. Follow-up surveys are conducted every two years. Moreover, protective reinforcement measures have been introduced, including the introduction of agreement provisions designed to eliminate anti-social forces. Furthermore, the Company is a member of the Tokyo Metropolitan Police Department's Special Anti-Violence Countermeasures Federation and cooperates by gathering information and through such other activities.