Corporate Management

Board of Directors and Audit & Supervisory Board Members

The Company's corporate governance system centers on the Board of Directors, Audit & Supervisory Board Members, and the Audit & Supervisory Board. Four of the 11 directors are external directors to ensure robust mutual monitoring between the directors. The nominating committee and remuneration committee are established voluntarily as advisory bodies to the Board of Directors. The nominating committee and remuneration committee comprise the CEO and independent external 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.

Information of external officer

Reasons for appointment as an External Board Director

                                                       
Name Reasons of Appointment
Atsushi HoribaHaving served as Representative Director of HORIBA, Ltd. for approximately 27 years from 1992 to date, Mr. Horiba has been leading the growth of HORIBA group and therefore has a wealth of management experience. He is elected as external director to have him supervise the Company’s management based on his knowledge and experience and give advice on the overall management of the Company in order to contribute to the Group’s further growth and strengthening corporate governance.
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. He is elected as external director to have him supervise the Company’s management based on his knowledge and experience and give advice on the overall management of the Company in order to contribute to the Group’s further growth and strengthening corporate governance.
Kazuaki OkiMr. Oki has extensive knowledge and experience as a certified public accountant. He is elected as external director to have him supervise the Company’s management based on his knowledge and experience and give advice on the overall management of the Company in order to contribute to the Group’s further growth and strengthening corporate governance.
Kyoko UemuraMs. Uemura has extensive knowledge and experience as a lawyer. She is elected as external director to have her supervise the Company’s management based on her knowledge and experience and give advice on the overall management of the Company in order to contribute to the Group’s further growth and strengthening corporate governance.

Reasons for appointment
as an External Audit & Supervisory Board Member

                       
Name Reasons of Appointment
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.
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.

Remuneration

The remuneration for directors and Audit & Supervisory Board Members at the Company is to determine such remuneration by confirming that it is at an appropriate level compared to remuneration for domestic company managers roughly of the same or larger business scale based on the survey concerning remuneration for domestic company managers conducted by an independent organization.

The policy for determining directors’ remuneration is to enhance the motivation of directors to contribute to improving not only short-term but also medium- to long-term business results, while controlling excessive risk-taking. The policy aims to enable sustainable growth and improvement of medium- to long-term enterprise value, while realizing steady profit growth, creating stable cash flows, and establishing a rapport with stakeholders. The basic policy for the ratio of payment of basic remuneration to performance-based remuneration shall be “basic remuneration: performance-based remuneration = 1 : 2.3-3.2” in principle. The performance-based remuneration is allowed to fluctuate within the range of 0-1.5 times the base amount by position. The performance-based remuneration comprises cash payment and share-based payment, and the ratio of payment has been determined to be “cash payments: share-based payments = 1 : 1.”

As for external directors, who are independent from the execution of duties, 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 (FY2018)

Total remuneration (¥ millions) Subtotals for each type of remuneration (¥ millions) Number of recipients
Basic remuneration Performance-based remuneration*1 Other*2
Cash payment Share-based payment
Directors(excluding external directors) 1,769 426 998 - 345 6
Audit & Supervisory Board Members (excluding external Audit & Supervisory Board Members) 12 12 - - - 1
External directors 36 36 - - - 4
External Audit & Supervisory Board Members 13 13 - - - 2
[Notes]
  • *1
    Performance-based remuneration comprises cash payment and share-based payment. However, performance-based remuneration was fully paid in cash in line with the conventional payment method for FY2018.
  • *2
    The Other category presents amounts of stock options, which is accounted for (recorded as expense) in FY2018. The amounts differ from those actually obtained through exercise of rights and sale. In accordance with the terms of right exercise, the start date for right exercise has yet to come as of the end of FY2018.

Total remuneration and other compensation
paid to respective directors (FY2018)

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 524 Director SoftBank Corp. 120 315 - 89
Jun Shimba 308 Director SoftBank Corp. 84 179 - 45
Yasuyuki Imai 308 Director SoftBank Corp. 84 179 - 45
Junichi Miyakawa 302 Director SoftBank Corp. 78 179 - 45
Kazuhiko Fujihara 239 Director SoftBank Corp. 60 146 - 35
[Notes]
  • *
    Only directors whose total consolidated remuneration and other compensation is ¥100 million or more.
  • *
    The contents of this page are based on information contained in Corporate Governance Report which was revised on June 25, 2019.