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Corporate Governance

Structure

Corporate Governance structure

Corporate Form of Organization

Company with an Audit and Supervisory Committee

Outline of Corporate Governance structure

Board of Directors

  • The Board consists of 15 directors including 3 outside directors
  • The Board meets regularly once a month and also holds unscheduled meetings whenever necessary
  • Meetings in 2019: 13

Board of Full-time Directors

  • Consisting of eleven full-time executive Directors and a full-time Director who is an Audit and Supervisory committee member.
  • Practicing flexible discussion and faster decision making for matters that are not regarded as a matter to be resolved by the Board of Directors.
  • Be held on weekly basis.

Audit and Supervisory Committee

  • ・Directors who are members of the Audit Committee attend Board of Directormeetings and other important meetings to audit and supervise the legality andappropriateness of the directors' business execution.
  • As necessary, the Audit and Supervisory Committee receives reports orexplanations from company executives and employees, and implements surveysetc. of major subsidiaries or workplaces.
  • The committee meets regularly once a month and holds unscheduled meetingswhenever necessary.
  • 13 meetings were held in 2019

Internal Audit Office

  • Carrying out the internal audits of the Company’s divisions and subsidiaries in cooperation with the Audit and Supervisory Committee member, report the audit results to the Board of Directors once every quarter.

Board Composition

Number of Directors Stipulated in Articles of Incorporation

15

Term of Office for Directors Stipulated in Articles of Incorporation

1 year

Chairman of the Board of Directors

President

Number of Directors

12

Number of Female Directors

1

Election of Outside Directors

Elected

Number of Outside Directors

3

Number of Outside Directors Designated as Independent Director

3

Name Executive Director Outside Director Independent Director Audit and Supervisory Committee Notes
Susumu Fujita       President, Chairman of the Board of Directors
Yusuke Hidaka        
Yasuo Okamoto        
Go Nakayama        
Masahide Koike        
Takahiro Yamauchi        
Koki Ukita        
Tetsuhito Soyama        
Takahito Naito        
Norishige Nagase        
Riku Yamada        
Koichi Nakamura      
Toko Shiotsuki       Full-time
Masao Horiuchi    
Isao Numata    

Outside Director Selection and Attendance (FY2019)

Name Reason of Selection Attendance
Koichi Nakamura The Company has nominated Koichi Nakamura as a candidate for an outside director because he has provided practical and objective indications regarding overall management and supervision of business execution from a third party perspective when making decisions at the board of directors. He also provides a number of useful advices on the use of human assets, which we value, and contributes to our corporate value enhancement. He has contributed to business development for many years at Japan Recruit Center Co., Ltd. (currently Recruit Holdings Co., Ltd.). He served as a director and vice president of the company, and has vast experience and broad insight into business promotion and corporate management. Board Meeting
13/13
Masao Horiuchi The Company has nominated Masao Horiuchi as a candidate for a Director serving on the Audit and Supervisory Committee. Because since he 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 U-NEXT 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 The Company has nominated Isao Numata as a candidate for a Director serving on the Audit and Supervisory Committee because since taking office as an outside director of the Company, he has exchanged extensive discussions from various perspectives, and provided advice based on an abundant information network. Based on these contributions, we continue to expect him to give appropriate supervision from an independent standpoint when making decisions at the Board of Directors. He has run a consulting company for many years to support public offering and overseas operations. He has broad experience and deep insights regarding corporate management, stock markets, and foreign markets. Board Meeting
13/13

Audit and Supervisory Committee
13/13

Analysis and Evaluation of Board of Director Effectiveness

A questionnaire on effectiveness of the Board of Directors was conducted on end of september, 2019, which evaluated directors (including those currently serving as Audit and Supervisory Committee Members). With regard to the number of times the Board of Directors convened as well as scope, quantity and content of recommendations presented, the questionnaire found that there were no indications of problems and sufficient time was set aside for deliberation. The questionnaire also found that directors have an appropriate decision making process which is rooted in discussions that consider budget, earnings outlook, risk of impact on business or management, etc., and that the board strives to improve corporate value, selection and concentration, and business expansion not only the directors' specific realm of responsibility, but also across the entire company.