Corporate Management

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, 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 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.

Board of Directors

Reasons of appointment

External Board Director

                                                                       
Name Reasons of Appointment Attendance at Board of Directors meeting in FY2019
Atsushi HoribaHaving served as Representative Director of HORIBA, Ltd. for approximately 28 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.Attended 14 out of 14 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. 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.Attended 14 out of 14 Board of Directors meetings (attendance rate of 100%)
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.Attended 14 out of 14 Board of Directors meetings (attendance rate of 100%)
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.Attended 14 out of 14 Board of Directors meetings (attendance rate of 100%)
[Note]
  • *
    The number of Board of Directors meetings by written resolution is excluded.

External Audit & Supervisory Board Member

                               
Name Reasons of Appointment Attendance at Board of Directors meeting in FY2019
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 14 out of 14 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 14 out of 14 Board of Directors meetings (attendance rate of 100%)
[Note]
  • *
    The number of Board of Directors meetings by written resolution is excluded.

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 (FY2019)

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) 2,034 432 628 628 345 6
Audit & Supervisory Board Members*4 (excluding external Audit & Supervisory Board Members) 14 14 - - - 2
External directors 48 48 - - - 4
External Audit & Supervisory Board Members 16 16 - - - 2
[Notes]
  • *1
    Performance-based remuneration comprises cash payment and share-based payment.
  • *2
    Share-based payment is made in the form of restricted stock, which was introduced at the 34th Annual General Meeting of Shareholders held on June 24, 2020. The restricted stock is scheduled to be granted on July 20, 2020, and will be accounted for (recorded as expense) in FY2020.
  • *3
    The Other category presents amounts of stock options, which is accounted for (recorded as expense) in FY2019. 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 FY2019.
  • *4
    Audit and supervisory board members include one audit and supervisory board member who retired during FY2019.

Total remuneration and other compensation
paid to respective directors (FY2019)

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 608 Director SoftBank Corp. 120 200 200 89
Jun Shimba 355 Director SoftBank Corp. 84 113 113 45
Yasuyuki Imai 355 Director SoftBank Corp. 84 113 113 45
Junichi Miyakawa 355 Director SoftBank Corp. 78 113 113 45
Kazuhiko Fujihara 270 Director SoftBank Corp. 60 89 89 35
Kentaro Kawabe 223 Director Z Holdings Corporation 85 98 40 -
[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 26, 2020.