Changes in Corporate Governance Structure
Corporate Governance structure
Corporate Form of Organization
Outline of Corporate Governance structure
Board of Directors
The Board of Directors consists of seven directors who are not members of the Audit Committee (including two outside directors) and three directors who are members of the Audit Committee (including two outside directors).Regularboardmeetings are held once a month and special meetings are held when necessaryto make important decisions and supervise the executions and operations. In addition, the Company established the Corporate Executive Office on October 2, 2020, with the aim of separating management oversight from business execution anddelegated some of the Board's executive authority to the CorporateExecutive Office.The Board of Directors and the Corporate Executive Office have developed an agile management system and are working to strengthen supervisoryfunctions.
Corporate Executive Office
The Corporate Executive Office consists of eight senior executive officers or higher (including five who also serve concurrently as directors). It holds meetings as necessary to improve the efficiency and speed of management decision-making and business execution. In addition, a director, who is a full-time member of the Audit and Supervisory Committee, attends meetings occasionally and supervises important business execution decisions with the directors.
Audit and Supervisory Committee
The Audit and Supervisory Committee consists of three directors (including two independent outside directors). It generally holds a monthly meeting to audit the business execution by the directors.
Internal Audit Department
The internal audit departmentconducts internal audits of all Group operations accordingtothe audit plan.The results of the audit are reported to the Board of Directors, and the director or a member of the Auditand SupervisoryCommittee instructs theexecutiveofficer in charge to make improvements. The results of the audit are reported to the Board of Directors and improvements are instructed to the executive officer in charge through the director or the director who is a member of the Audit Committee, in order to ensure immediate actionis taken.
Accounting Audit
The Company has appointed Deloitte Touche Tohmatsu LLC as theaccounting auditor. There are no special interests between the audit firm oritsexecutive members and the Company.
Nomination Advisory Committee
Composed of two independent outside directors, one outside director who is an Audit and Supervisory Committee member, and two representative directors, this committee was established by the Board of Directors on October 30, 2019. Its purpose is to strengthen the independence, objectivity, and accountability of the Board’s functions in nominating director candidates. An independent outside director serves as the chairperson, and the committee deliberates on the nomination and compensation of directors, based on consultations with the Board, and provides reports back to the Board.
Compensation Advisory Committee
Composed of two independent outside directors and one representative director, this committee was established by the Board of Directors on October 30, 2019. Its purpose is to strengthen the independence, objectivity, and accountability of the Board’s functions related to the determination of director compensation. An independent outside director serves as the chairperson, and the committee deliberates on the nomination and compensation of directors, based on consultations with the Board, and provides reports back to the Board.
Limitation of Liability Contract
The Company has concluded an agreement with Messrs. Koichi Nakamura, Kozo Takaoka, Tomomi Nakamura, Takahiro Kanzaki and Ms. Toko Shiotsuki to limit their liability for damages under Article 423, Paragraph 1 of the Companies Act in accordance with the provisions of Article 427, Paragraph 1 of the same Act. The limit of compensation for damages based on the agreement is the minimum liability limit stipulated by law.
Board Composition
- Number of Directors Stipulated in Articles of Incorporation
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15
- Term of Office of Directors who are not Audit Committee Members under the Articles of Incorporation
-
1 year
- Chairman of the Board of Directors
-
Chairman
- Number of Directors
-
10
- Election of Outside Directors
-
Elected
- Number of Outside Directors
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4
- Number of Outside Directors Designated as Independent Director
-
4
| Name | Executive Director | Outside Director | Independent Director | Audit and Supervisory Committee | Notes |
|---|---|---|---|---|---|
| Susumu Fujita | ○ | Representative Director,Chairman | |||
| Takahiro Yamauchi | ○ | Representative Director | |||
| Yusuke Hidaka | ○ | ||||
| Go Nakayama | ○ | ||||
| Yuko Ishida | ○ | ||||
| Koichi Nakamura | ○ | ○ | |||
| Kozo Takaoka | ○ | ○ | |||
| Toko Shiotsuki | ○ | Full-time | |||
| Tomomi Nakamura | ○ | ○ | ○ | ||
| Takahiro Kanzaki | ○ | ○ | ○ |
Outside Director Selection and Attendance (FY2025)
| Name | Reason of Selection | Attendance |
|---|---|---|
| Koichi Nakamura |
Koichi Nakamura has extensive experience, achievements, and broad insight in corporate management, human resource strategy, and M&A, having led the administration of Japan Recruit Center Co., Ltd. (currently Recruit Holdings Co., Ltd.) for a long period as its Director and Executive Vice President. In addition, he is committed to decision-making on investment and other essential matters from his standpoint.Also, a voluntary meeting of directors (“Outside Directors’ Meeting”) is held every month to discuss a wide range of issues, including the enhancement of medium to long-term corporate value, sustainable growth, management supervision, succession plan, and executive compensation. This meeting leads to the discussion and formulation of a framework for the selection, development and structuring of senior executives, including future candidates for the Board of Directors. He participates in the Nomination and Compensation Advisory Committee and provides advice for the current fiscal year. Based on this experience, accomplishments, and insight, the Company believes that he is suited to serve as an independent director and outside director as he can be expected to supervise management, provide advice, and make proposals from a third-party perspective when making decisions at the Board of Directors, to continuously strengthen corporate governance and enhance the corporate value of the Group. The Company has determined that Koichi Nakamura meets the qualifications of an independent director as set by the Tokyo Stock Exchange and poses no risk in terms of conflict of interest with ordinary shareholders and has thereby appointed him as an independent outside director. |
Board Meeting 14/14 |
| Kozo Takaoka |
Kozo Takaoka has a wealth of experience and a wide range of insights as a corporate executive and leading expert in the field of marketing in Japan, having driven management and contributed to the development of the business as President and CEO of Nestlé Japan Ltd. and a board member of Nestlé Global. In addition, he is committed to the decision-making of investment and other important matters from his standpoint as an independent and Outside Director.He participates in the Outside Directors’ Meeting every month. In this context, the Company is also committed to succession planning for representative directors and directors, including discussions on the qualities, abilities, and processes required of successors, and reviewing the required abilities and training content as necessary. He participates in the Nomination and Compensation Advisory Committee and provides advice for the current fiscal year. Based on his experience, accomplishments, and insight, the Company believes that he is suited to serve as an independent and outside director as he can be expected to supervise management, provide advice, and make proposals from a third-party perspective when making decisions at the Board of Directors meetings to continuously strengthen corporate governance and enhance the corporate value of the Group. The Company has determined that Kozo Takaoka meets the qualifications of an independent director as set by the Tokyo Stock Exchange and poses no risk in terms of conflict of interest with ordinary shareholders and has thereby appointed him as independent and outside director. |
Board Meeting 14/14 |
| Tomomi Nakamura |
Tomomi Nakamura has many years of experience as an attorney in the field of corporate legal affairs, as well as three (3) years of teaching experience as a civil defense instructor at the Legal Training and Research Institute.He also has extensive expertise and deep insight into laws and regulations, including the Companies Act, Civil Code, and Intellectual Property Law. He has leveraged his experience and insight to engage in discussions with management regarding possible risks and other issues, provide advice that contributes to strengthening internal controls, supervise management from an external and independent standpoint, and contribute to strengthening the Company's auditing system and corporate governance.Based on his experience, achievements, and insight, we believe that he is suited to serve as an independent director and outside director as we can expect him to contribute to strengthening the Company’s auditing system and corporate governance and to supervise management from an outside and independent standpoint and provide appropriate suggestions in the decision-making process of the Board of Directors, based on his high expertise and experience. CyberAgent has determined that Tomomi Nakamura meets the qualifications of an independent director as set by the Tokyo Stock Exchange and poses no risk in terms of conflict of interest with ordinary shareholders, and has thereby appointed him as an independent and outside director. |
Board Meeting 14/14 Audit and Supervisory Committee 13/13 |
| Takahiro Kanzaki |
Takahiro Kanzaki has experience in audit practice as a certified public accountant at a major audit firm and has served as the representative director of the company he founded. He possesses not only expertise in finance and accounting but also extensive experience and insight as a business leader. In addition to his experience overseeing management as an outside director, he has a strong background in conducting audits and supervision as an outside auditor for listed companies. The company believe he can provide oversight of management and appropriate advice with his specialized knowledge and multifaceted perspective, and have therefore nominated him as a candidate for the position of independent outside director serving on the Audit and Supervisory Committee. |
Board Meeting - Audit and Supervisory Committee - |