Governance

Our Officers

Appointment policy and nomination procedure for directors

The following is our policy regarding the appointment of director candidates (except outside directors).

  • Proposals for the position of director (except outside directors) are given considering both the diversity and appropriate size of the Board of Directors, with directors possessing a good overall balance of the knowledge, experience, and abilities to efficiently fulfill their roles and responsibilities.
  • Proposals for the position of directors (except outside directors) who are to be in charge of business executions are given for the persons who can make forward-looking, accurate, appropriate, and swift business decisions and executions to help the Company achieve continual growth and higher corporate value over the medium to long term.

Candidate directors (except outside directors) are selected in accordance with this policy, and final decisions are made by a resolution of the Board of Directors after deliberation by the Nomination and Compensation Committee.
Nominations for outside director are given considering both the diversity and appropriate size of the Board of Directors, with directors possessing a good overall balance of knowledge, experience, and abilities.

Reasons for candidate nomination / meeting attendance

Three of the nine members of the Board of Directors and all four members of the Audit and Supervisory Board are outside members. Outside directors are expected to provide advice and supervision from an independent perspective, while outside corporate auditors are expected to provide objective auditing of job performance without being influenced by directors. Outside directors and outside Audit and Supervisory Board members thus ensure the effectiveness of management monitoring systems.

Title Officer Reason for Nomination Board of Directors' meeting attendance
(FY 2019)
Board of Statutory Auditors' meeting attendance
(FY 2019)
Director Koki Kimura Mr. Koki Kimura has demonstrated strong leadership since assuming the office of Corporate Officer of the Company in 2014 and has made a great contribution to the Group's improved performance, while also leading efforts to improve the corporate value of the Group after he assumed the office of President and Representative Director of the Company in June 2018. The Company's board of directors proposes Mr. Koki Kimura as a candidate for reelection as director due to the expectations for his outstanding leadership to strengthen the function of the Company's board of directors and to promote the further growth of the Group. 17/17 meetings (100%) -
Kosuke Taru Mr. Kosuke Taru has successively held posts as a person in charge within the digital entertainment business, which is the Group's core business, and he possesses abundant knowledge and experience in that core business of the Company. The Company's board of directors proposes Mr. Kosuke Taru as a candidate for reelection as director due to the expectations for his knowledge and experience to strengthen the function of the Company's board of directors and to promote further growth of the Group. 17/17 meetings (100%) -
Hiroyuki Osawa Mr. Hiroyuki Osawa has successively held a number of posts at administration and management divisions of the Company, including the accounting and finance division, and has an abundance of knowledge and experience in relation to the overall administration and management of the Group. The Company's board of directors proposes Mr. Hiroyuki Osawa as a candidate for reelection as director due to the expectations for his knowledge and experience to strengthen the function of the Company's board of directors and to promote further growth of the Group. 17/17 meetings (100%) -
Masahiko Okuda Mr. Masahiko Okuda has abundant experience dealing with risk management and compliance-related matters and has successively held a number of offices as an executive general manager of the Company, so he is well acquainted with the overall business of the Group. The Company's board of directors proposes Mr. Masahiko Okuda as a candidate for reelection as director due to the expectations for his knowledge and experience to strengthen the function of the Company's board of directors and to promote further growth of the Group. 17/17 meetings (100%) -
Tatsuma Murase Mr. Tatsuma Murase has successively held a number of posts within technical divisions of the Company, including the development division, and has an abundance of knowledge and experience from technical perspectives. The Company's board of directors proposes Mr. Tatsuma Murase as a candidate for election as director due to the expectations for his knowledge and experience to strengthen the function of the Company's board of directors and to promote further growth of the Group. 13/13 meetings (100%) -
Kenji Kasahara As founder of the Company, Mr. Kenji Kasahara has served as the president and representative director for many years in the past and has extensive knowledge and experience in relation to the management and the overall business of the Group. Even after retiring from the office of the president and representative director of the Company, he leads the development of new businesses for the Company based on the knowledge and experience he has accumulated.
The Company's board of directors proposes Mr. Kenji Kasahara as a candidate for reelection as director due to the expectations for his knowledge and experience to strengthen the function of the Company's board of directors and to promote further growth of the Group.
17/17 meetings (100%) -
Satoshi Shima OutsideIndependent In addition to experience as a member of the House of Representatives, he possesses from his past career an abundance of insights and achievements related to corporate activities. We expect him to monitor decisions related to management matters in addition to performance of duties, based on this knowledge and experience. 17/17 meetings (100%) -
Naoko Shimura OutsideIndependent She possesses specialist knowledge and abundant experience in relation to the law and compliance matters that she cultivated as a lawyer, and it is anticipated that these qualities will enable her to contribute to further strengthening the function of supervision of the Company's Board of Directors. 17/17 meetings (100%) -
Masuo Yoshimatsu OutsideIndependent From his experience in managing businesses globally, he possesses an abundance of insights and achievements related to corporate activities, and it is anticipated that these qualities will enable him to contribute to further strengthening the function of supervision of the Company's Board of Directors. - -
Auditor Takako Kato OutsideIndependent She has accumulated many years of accounting experience and has considerable expertise in finance and accounting. We believe this knowledge and experience will enable her to give appropriate advice and recommendations during deliberation of agenda items and on other occasions. 17/17 meetings (100%) 19/19 meetings (100%)
Yuichiro Nishimura OutsideIndependent He has accumulated many years of accounting experience and has considerable expertise in human resources and general affairs. We believe this knowledge and experience will enable him to give appropriate advice and recommendations during deliberation of agenda items and on other occasions. 13/13 meetings (100%) 13/13 meetings (100%)
Hiroyuki Wakamatsu OutsideIndependent He is a certified public accountant and a licensed tax accountant, and we believe that he will give appropriate advice and recommendations during deliberation of agenda items and on other occasions from his specialist viewpoint. 17/17 meetings (100%) 19/19 meetings (100%)
Nozomi Ueda OutsideIndependent She is an attorney, and we believe that she will give appropriate advice and recommendations during deliberation of agenda items and on other occasions from her specialist viewpoint. 13/13 meetings (100%) 13/13 meetings (100%)

Criteria for judging independence of outside officers

Based on a reasonable amount of research by mixi and the criteria for judging independence prescribed by the Tokyo Stock Exchange, mixi deems its outside officers and outside officer candidates to have sufficient independence as long as they do not fall into any of the following categories.
1. Business executives of mixi or one of mixi's subsidiaries
2. Business executives of counterparties of mixi that exceed the standards set by mixi (Note 1)
3. Consultants, accountants, or jurists that receive large amounts of cash or other assets aside from officer compensation (Note 2)
(If the recipient is a corporate body or organization, then this refers to members of that corporate body or organization)
4. Major shareholders of mixi (Note 3) and their business executives
5. Business executives of major lenders and banks that work with mixi
6. Business executives of lead underwriters of mixi
7. Business executives of auditing firms that work with mixi
8. Close relatives of individuals that fall into categories 1-3 (Note 4)
9. Individuals that fell into categories 1-7 in the past 3 years

Note 1: "Counterparties of mixi that exceed the standards set by mixi" means counterparties whose transactions with mixi exceed 2% of mixi's consolidated net sales.
Note 2: The value of "large amounts of cash or other assets aside from officer compensation" is an amount more than or equal to 10 million JPY for individuals, or an amount more than or equal to 2% of their consolidated net sales for corporate bodies or organizations.
Note 3: In accordance to section 1 of article 163 of the Financial Instruments and Exchange Act, "major shareholders of mixi" means any shareholder that holds voting rights (excluding those specified by a Cabinet Office Ordinance in consideration of the manner of acquisition or holding thereof or other circumstances) exceeding 10 percent of the voting rights held by all the shareholders, etc. in the name of him/herself or another person (or under a fictitious name).
Note 4: "Close relatives" means any relatives up to the second degree.

Composition of officers

Officer Male
Female
Independence
(Outside officers only)
Expertise and experience
Corporate management
Management strategy
M&A Business strategy
Marketing
Technology
Research and development
Finance
Accounting
Legal affairs
Compliance
Internal control
Director Koki Kimura
Kosuke Taru
Hiroyuki Osawa
Masahiko Okuda
Tatsuma Murase
Kenji Kasahara
Satoshi Shima Outside
Naoko Shimura Outside
Masuo Yoshimatsu Newly appointedOutside
Auditor Takako Kato Outside
Yuichiro Nishimura Outside
Hiroyuki Wakamatsu Outside
Nozomi Ueda Outside

Policy and procedure for deciding officers' compensation

The following is our policy regarding the compensation for directors (except outside directors).

  • Our basic approach to compensation for directors (except outside directors) is to establish an appropriate ratio between cash compensation and mixi stock compensation so as to function as a sound incentive for continual growth.

Based on this policy, compensation for directors (except outside directors) consists of two components: monthly cash compensation and stock compensation (stock compensation-type stock options) tied to medium- to long-term corporate value.
More specifically, compensation can be categorized as base compensation, stock-based compensation, or performance-based compensation. Base compensation consists of cash compensation, stock-based compensation consists of stock compensation (stock compensation-type stock options), and performance-based compensation gives the choice of either cash compensation or stock compensation (stock compensation-type stock options).
While the amounts of base salary and stock-based remuneration are determined according to responsibilities, etc., the amount of remuneration for performance-based remuneration is determined based on a comprehensive evaluation of the performance of the entire company and the departments in charge and the contributions of each individual in the previous fiscal year.
The compensation system and level of compensation for directors (except outside directors) are at the discretion of the President and Representative Director at the Board of Directors' meeting in light of deliberation by the Nomination and Compensation Committee, from the perspective of ensuring objectivity and transparency of the decision-making process.
Compensation for outside directors consists of cash compensation only, from the standpoint of independence.
Compensation for outside corporate auditors consists of cash compensation only, in light of their role of mainly being responsible for compliance audits.
At the Ordinary General Meeting of Shareholders held on June 28, 2016, it was decided that remuneration for directors, including monthly remuneration and stock options, shall not exceed 1 billion JPY per year (and no more than 100 million JPY for outside directors).