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 & Supervisory Board are outside members. Outside directors are expected to provide advice and supervision from an independent perspective, while outside Audit & Supervisory Board members are expected to provide objective auditing of job performance without being influenced by directors. Outside directors and outside Audit & Supervisory Board members thus ensure the effectiveness of management monitoring systems.
Reason for Nomination
Board of Directors' meeting attendance
Audit & Supervisory Board meeting attendance
Koki Kimura has demonstrated strong leadership since assuming the office of Corporate Officer 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 in June 2018.
17/17 meetings (100%)
Kosuke Taru has held leadership posts in the entertainment industry, and thus has abundant experience and knowledge in the industry of mixi's core business.
17/17 meetings (100%)
Hiroyuki Osawa has held a number of posts in administration and management divisions of the Company, including accounting and finance divisions, and thus has an abundance of knowledge and experience in relation to the overall administration and management of the Group.
17/17 meetings (100%)
Masahiko Okuda has abundant experience dealing with risk management and compliance-related matters and has held a number of offices as Chief General Manager, so he is well acquainted with the overall business of the Group.
|17/17 meetings (100%)||-|
Tatsuma Murase has held a number of posts within technical divisions of the Company, including development divisions, making him able to give a technical perspective through his abundance of knowledge and experience.
|13/13 meetings (100%)||-|
As founder of the Company, Kenji Kasahara 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 overall business of the Group. Even after stepping down from the office of the President and Representative Director, he leads the development of new businesses for the Company based on the knowledge and experience he has accumulated.
|17/17 meetings (100%)||-|
In addition to experience as a member of the House of Representatives, Satoshi Shima possesses from his past career an abundance of insights and achievements related to corporate activities. With this in mind, we recognize his satisfactory performance in areas including managerial decision-making and the supervision of business executions.
|17/17 meetings (100%)||-|
Naoko Shimura possesses specialist knowledge and abundant experience in relation to law and compliance matters that she cultivated as a lawyer. We recognize her satisfactory performance in utilizing these qualities to contribute to further strengthening the Company's Board of Directors supervisory functions.
|17/17 meetings (100%)||-|
|Masuo Yoshimatsu||OutsideIndependent||With his global business management experience, including managing two companies listed on the Tokyo Stock Exchange, Masuo Yoshimatsu possesses an abundance of insights and achievements related to corporate activities. With this in mind, we recognize his satisfactory performance in areas including managerial decision-making and the supervision of business executions. The Company's Board of Directors selected Masuo Yoshimatsu to continue as an outside director for his decision-making ability and ability to supervise on managerial matters to promote further growth of the Group.||-||-|
|Audit & Supervisory Board member||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
(Outside officers only)
|Expertise and experience|
Research and development
|Audit & Supervisory Board member||Takako Kato||Outside||●||●||●||●|
Policy and procedure for deciding officers' compensation
The following is our policy regarding compensation for directors.
Our basic policy for director compensation is to provide a sound incentive for continuous growth by establishing an appropriate ratio between cash compensation and stock compensation.
Based on this policy, compensation for directors (excluding outside directors) consists of two components: monthly cash compensation and stock compensation (stock options) issued annually after an Ordinary General Meeting of Shareholders 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 options; performance-based compensation gives the recipient the choice of either monthly cash compensation or stock compensation (stock options) issued annually after the Ordinary General Meeting of Shareholders. Compensation proposals for base compensation and stock-based compensation ratio are determined by the company's past results and shared compensation data of companies listed on the Tokyo Stock Exchange compiled by specialist companies, discussed by the Nomination and Compensation Committee, then voted on by the Board of Directors.
To maintain their independent status, compensation for outside directors consists of monthly cash compensation only.
Furthermore, there is no retirement benefits system for directors.
Methodology for determining director compensation is as follows:
- Compensation for directors (excluding outside directors)
The level of base compensation and stock-based compensation is determined by factors including representation authority and the director's position. Stock options that can only be used after a set period or retirement are issued as a form of stock-based compensation for the purpose of improving medium- to long-term corporate value and sharing value with shareholders. Performance-based compensation is determined by first considering the director's position, a comprehensive evaluation of their department's performance in the previous period and their personal contribution to their department's performance, as well as the company's performance as a whole. The base amount for performance compensation (based on the director's base compensation) is multiplied by a performance coefficient to determine the final amount of performance compensation.
Performance evaluations are based on company and department sales, comparing actual operating income against forecasts, and YoY change.
- Compensation for outside directors
The amount of cash compensation awarded is determined by the director's position using compensation data of companies listed on the Tokyo Stock Exchange compiled by specialist companies.
In order to protect objectivity and transparency, the compensation system and decision process for directors (excluding outside directors) is discussed by the Nomination and Compensation Committee (consisting of all outside directors, the Representative Director, and the director in charge of personnel affairs) and voted on by the Board of Directors.
The decision on compensation for individual directors is made by resolution of the Board of Directors. For directors other than outside directors, the Nomination and Compensation Committee must deliberate before a resolution is adopted by the Board of Directors.
At the Ordinary General Meeting of Shareholders held on June 28, 2016, it was decided that compensation 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).
As their role as Audit & Supervisory Board members is to audit compliance with laws and regulations, compensation for auditors consists of cash compensation only.
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- Risk Factors