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Corporate Governance

Structure

Changes in Corporate Governance Structure

CyberAgent has been reinventing its management structure by utilizing a unique system that is tailored to the company's growth phases and business strategy. To further strengthen corporate governance, in December 2020 CyberAgent transitioned to a new executive officer structure with a clear separation between supervision and execution, and to further enhance supervisory functions, the structure ensures that half of the board members are from outside the company.

Corporate Governance structure

Corporate Form of Organization

Company with an Audit and Supervisory Committee

Outline of Corporate Governance structure

Board of Directors

The Board of Directors consists of five 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). Regular board meetings are held once a month and special meetings are held when necessary to 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, and delegated some of the Board's executive authority to the Corporate Executive Office. The Board of Directors and the Corporate Executive Office have developed an agile management system and are working to strengthen supervisory functions.

 

Board of Full-time Directors

The Corporate Executive Office consists of eight senior executive officers or higher (including three 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 Office

The Internal Audit Office conducts internal audits of all Group operations according to the audit plan. The results of the audit are reported to the Board of Directors, and the director or a member of the Audit and Supervisory Committee instructs the executive officer 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 action is taken.

 

Accounting Audit

The Company has appointed Deloitte Touche Tohmatsu LLC as the accounting auditor. There are no special interests between the audit firm or its executive members and the Company.

 

Nomination and Remuneration Committee

The Nomination and Remuneration Committee consists of three independent outside directors, one director who is a full-time member of the Audit Committee, and the representative director. In order to strengthen the independency, objectivity and accountability of the Board of Directors' functions in nominating director candidates and determining director compensation, and to further strengthen corporate governance in the Company, the Board of Directors resolved to establish the Committee at its October 30, 2019 meeting. The Nomination and Remuneration Committee consults with the Board of Directors to delib

 

Limitation of Liability Contract

The Company has concluded an agreement with Messrs. Koichi Nakamura, Kozo Takaoka, Masao Horiuchi, Isao Numata, 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

15

Term of Office of Directors who are not Audit Committee Members under the Articles of Incorporation

1 year

Term of Office of Directors who are Audit Committee Members under the Articles of Incorporation

2 year

Chairman of the Board of Directors

President

Number of Directors

8

Number of Female Directors

1

Election of Outside Directors

Elected

Number of Outside Directors

4

Number of Outside Directors Designated as Independent Director

4

Name Executive Director Outside Director Independent Director Audit and Supervisory Committee Notes
Susumu Fujita       President, Chairman of the Board of Directors
Yusuke Hidaka        
Go Nakayama        
Koichi Nakamura      
Kozo Takaoka      
Toko Shiotsuki       Full-time
Masao Horiuchi    
Isao Numata    

Outside Director Selection and Attendance (FY2020)

Name Reason of Selection Attendance
Koichi Nakamura Mr. Nakamura had contributed to business development for many years at Japan Recruit Center Co., Ltd. (currently Recruit Holdings Co., Ltd.) and served as a director and vice president. As an outside director of the Company, he provides practical and objective advice on all aspects of management and supervision of business execution with his wealth of experience and broad insights into business promotion and corporate management. Based on his track record, the Company believes that he can continue to provide appropriate advice on the decision-making process of the Board of Directors and that he will be able to adequately execute his duties as an independent director.We have judged that he meets the Tokyo Stock Exchange's independence standards and that there is no risk of conflicts of interest with general shareholders. Therefore, we have appointed him as an independent director and outside director. Board Meeting
13/13
Kozo Takaoka Mr. Takaoka has a wealth of experience and a wide range of insights into corporate management and is a leading marketing expert in Japan, having driven management and contributed to the business's development as Representative Director and CEO of Nestlé Japan Ltd. for many years. We believe that his support for management from a highly independent and broad perspective, as well as advice on the execution of marketing operations will enhance the corporate value of the Group. We have judged that he meets the Tokyo Stock Exchange's independence standards and that there is no risk of conflicts of interest with general shareholders. Therefore, we have appointed him as an independent director and outside director.  
Masao Horiuchi Since Mr. Horiuchi took office as an Outside Director of the Company in December 2017, he has raised frank discussions with management regarding possible risks based on his wide experience and insight and offered advice on strengthening internal control and corporate governance. Going forward, we continue to expect him to supervise the Board of Directors from an independent standpoint when making decisions.He has been responsible for corporate management departments and internal controls for many years, and has extensive experience and wide insights regarding internal control and corporate governance as a director of UNEXT Co., Ltd. (currently USEN-NEXT HOLDINGS Co., Ltd.) He is a certified tax accountant and has specialized knowledge in finance, accounting and tax. Board Meeting
13/13

Audit and Supervisory Committee
13/13
Isao Numata Mr. Numata has a wealth of experience and extensive knowledge of corporate management, the stock market, and overseas markets, having run a consulting firm for many years that helps companies go public and expand overseas. Since assuming office as an outside director of the Company, he has engaged in wide-ranging discussions from diversified viewpoints using his experience and insights and provided advice based on his extensive information network, contributing to the strengthening of the Company's audit system and corporate governance. Based on this track record, the Company believes that he will continue to be able to provide appropriate advice from an independent standpoint when making decisions at the Board of Directors and that he is well qualified to serve as an independent director. Board Meeting
13/13

Audit and Supervisory Committee
13/13

Analysis and Evaluation of Board of Director Effectiveness

We conducted a questionnaire survey about the effectiveness of the Board of Directors targeted at directors include Audit and Supervisory members on September 30, 2020. The results of the survey showed that deliberations are made with sufficient time secured for the Board meeting. Each director are in close communication with the outside directors. They do not only stick to their own responsibilities but make appropriate decisions which will contribute to the company-wide business expansion, concentration and selection, enhancing enterprise value based upon discussions about budget, performance forecast and risk factors which can affect business and management. Also, there is no problem in regard to the number of times the Board of Directors being held, the scope and quantity of the proposals being submitted, and the content of materials.