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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 2018: 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.

Investment Committee

  • Important investments are discussed carefully in advance, and the results of the discussion are reported to the Board of Directors and the Board of Full-Time Directors.

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.
  • 11 meetings were held in 2018

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 (FY2018)

Name Reason of Selection Attendance
Koichi Nakamura Mr. Koichi Nakamura accumulated years of experience in general management at Recruit Holdings Co., Ltd. Since being appointed as an outside director in December 2016, he has provided valuable advice as an outside director on matters such as strengthening human resources and organizational skills. Based on abundant experience and knowledge built up over the years, his advice is grounded in a firm understanding of CyberAgent's management, corporate value, and corporate culture that considers human resources our assets.
To date, based on abundant experience and from an independent, objective standpoint, he has on many occasions provided practical comments and advice on improving and strengthening corporate governance and internal control. In view of the fact that the Board of Directors can expect to continue receiving appropriate advice from him, we have determined he is capable of appropriately performing the duties expected of an independent director.
CyberAgent has determined that Mr. 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 a Independent Outside Director.
Board Meeting
13/13
(After he took office in December 2016)
Masao Horiuchi Mr. Masao Horiuchi was appointed as an Outside Auditor of CyberAgent in 1998. After working for many years in charge of internal control and the administrative department of USEN-NEXT HOLDINGS, he now draws on this abundant experience to provide valuable advice on internal control at CyberAgent. Based on extensive experience and knowledge in finance, accounting, and taxation as a tax accountant, Mr. Horiuchi contributes to further strengthening CyberAgent's corporate governance by objectively monitoring the company's management and providing useful advice.
Based on a deep understanding of our corporate group's vision and business activities, he also anticipates potential risks before they occur, exchanges unreserved opinions with the management team, and when necessary, openly gives hard-hitting opinions. Because of these traits, we consider him qualified to serve as an independent outside director, which requires a high level of impartiality.
CyberAgent has determined that Mr. Numata 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 a Independent Outside Director.
Board Meeting
12/13

Corporate Auditors meetings
2/2

Audit Committee meetings
11/11
Isao Numata Mr. Isao Numata was appointed as an outside auditor in 2000. After working at Daiwa Securities for 12 years, he utilized the knowledge he built up there to establish a consulting firm mainly engaged in IPO Consulting. Based on extensive experience and knowledge of management and stock markets which he built up as a business operator, Mr. Numata contributes to further strengthening CyberAgent's corporate governance by objectively monitoring the company's management, providing useful advice, enhancing auditing capabilities in overall business implementation, and ensuring transparency in business management.
Mr. Numata also worked from April 1988 to June 2000 at Daiwa securities (currently Daiwa Securities Group headquarters), which is CyberAgent's lead underwriter. It should be noted, however, that he has never held a key position concerning the administration of CyberAgent, and more than 18 years has passed since he left that company. He also had never had any special business relationship with the company after leaving it. Based on this history, we consider him to have more than adequate impartiality concerning CyberAgent.
CyberAgent has determined that Mr. Numata 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 a Independent Outside Director.
Board Meeting
13/13

Corporate Auditors meetings
2/2

Audit Committee meetings
11/11

Analysis and Evaluation of Board of Director Effectiveness

A questionnaire on effectiveness of the Board of Directors was conducted on September 27, 2018, 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.