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 positions of director (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.
Director candidates (except outside director candidates) 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 directors 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 seven members of the Board of Directors and all three 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 ASB members 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 Appointment | Board of Directors’ Meeting Attendance (FY 2023) |
Audit & Supervisory Board Meeting Attendance (FY 2023) |
||
|---|---|---|---|---|---|---|
| Director | Koki Kimura | Koki Kimura has demonstrated strong leadership since becoming a 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 assuming the office of President and Representative Director in June 2018. The Company’s Board of Directors selected Koki Kimura to continue as a director specifically for outstanding leadership, especially in management strategy skill, insights into marketing strategy, and ability to promote corporate governance. These qualities stand to strengthen the Board of Directors and promote further growth of the Group. |
18/18 meetings (100%) | － | ||
| Hiroyuki Osawa | Hiroyuki Osawa has held a number of posts in administration and management divisions of the Company, including accounting and finance divisions,and divisions in charge of investment and thus has an abundance of knowledge and experience in relation to the overall administration and management and investments of the Group. The Company’s Board of Directors selected Hiroyuki Osawa to continue as a director specifically for their knowledge and experience in the areas of management strategy formulation,organizational and human resource development, M&A and post-merger integration, promotion of the financial and accounting aspects of risk management, and promotion of corporate governance. These qualities stand to strengthen the Board of Directors and promote further growth of the Group.
|
18/18 meetings (100%) | － | |||
| Tatsuma Murase | Tatsuma Murase has held a number of posts within technical divisions of the Company, including development divisions, making them able to give a technical perspective through their abundance of knowledge and experience. The Company’s Board of Directors selected Tatsuma Murase to continue as a director specifically for their knowledge and experience in the areas of management strategy formulation, organizational and human resource development,management promotion (in the areas of business strategy, marketing strategy, and technology and research), and promotion of the technological aspects of risk management. These qualities stand to strengthen the Board of Directors and promote further growth of the Group.
|
18/18 meetings (100%) | － | |||
| Kenji Kasahara | 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 has, as a person who exemplifies the Company’s corporate philosophy, led the development of new businesses for the Company based on the knowledge and experience they have accumulated. The Company’s Board of Directors selected Kenji Kasahara to continue as a director specifically for their knowledge and experience in the areas of management strategy formulation,and deep understanding of the corporate philosophy as well as management promotion in the areas of business strategy, marketing strategy, and technology and research. These qualities stand to strengthen the Board of Directors and promote further growth of the Group.
|
18/18 meetings (100%) | － | |||
Satoshi Shima  |
In addition to experience as a member of the House of Representatives, Satoshi Shima possesses an abundance of experience and extensive expertise related to corporate activities. With this in mind, we deem them to have played an appropriate role in areas including managerial decision-making and the supervision of business executions. The Company’s Board of Directors has selected Satoshi Shima to continue as an outside director in anticipation that they will utilize past experience and expertise to strengthen the functions of the Board of Directors, namely by formulating management strategies, providing recommendations regarding M&A and post-merger integration, promoting corporate governance, and supervising managerial matters to further the growth of the Group. |
18/18 meetings (100%) | － | |||
| Akihisa Fujita |
With business management experience, including advertising and digital media business and tourism-related business, Akihisa Fujita possesses an abundance of experience and extensive expertise related to corporate activities. With this in mind, we deem them to have made appropriate contributions in areas including managerial decision-making and the supervision of business executions. The Company’s Board of Directors has selected Akihisa Fujita to continue as an outside director in the anticipation that they will utilize past experience and expertise to strengthen the functions of the Board of Directors, namely by formulating management strategies, promoting management from the perspective of business and marketing strategies, providing recommendations regarding M&A and post-merger integration, promoting corporate governance, and supervising managerial matters to further growth of the Group. |
14/14 meetings (100%) | － | |||
| Yuki Nagata |
Yuki Nagata possesses an abundance of experience and extensive expertise related to global business,corporate branding and marketing. With this in mind, we deem them to be adept in areas including managerial decision-making and the supervision of business executions. The Company’s Board of Directors has selected Yuki Nagata as an outside director in anticipation that they will utilize past experience and expertise to strengthen the functions of the Board of Directors, namely by promoting management from the perspective of business and marketing strategies, promoting risk management from the perspective of PR, promoting Corporate Governance, and supervising managerial matters to promote further growth of the Group. |
13/14 meetings (93%) | － | |||
| Audit & Supervisory Board member | Yuichiro Nishimura |
Yuichiro Nishimura has knowledge and experience in the areas of human resources and general affairs through their work at automobile and automobile parts manufacturers, and has been selected as an outside ASB member to strengthen the Company’s auditing system,as well as the function of the Company’s board of directors through risk management and promotion of corporate governance utilizing his expertise in his field of specialization.
|
18/18 meetings (100%) | 17/17 meetings (100%) | ||
| Hiroyuki Wakamatsu |
Hiroyuki Wakamatsu has expert knowledge and experience as a certified public accountant, and has been selected as an outside ASB member to strengthen the Company’s auditing system using their aforementioned knowledge and experience, as well as strengthen the functions of the Board of Directors in areas such as corporate governance and risk management using their knowledge of finance and accounting. As they do not fall into any of the categories for determining independence stipulated by the Tokyo Stock Exchange, as required by said stock exchange, or the ones stipulated by the Company, we have determined that there is no risk of conflict of interest with general shareholders and have designated them as an independent officer.
|
18/18 meetings (100%) | 17/17 meetings (100%) | |||
| Nozomi Ueda |
Nozomi Ueda has been selected as an outside ASB member because she possess specialized expertise related to corporate governance and compliance,and she also has specialized knowledge and experience as an attorney, which she will use to strengthen the Company’s auditing system,as well as to strengthen the function of the Company’s board of directors through risk management and promotion of corporate governance utilizing her expertise in her field of specialization.
|
16/18 meetings (89%) | 17/17 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.
- Business executives of MIXI or one of MIXI’s subsidiaries
- Business executives of counterparties of MIXI that exceed the transaction standard set by MIXI (Note 1)
- 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
- Principal shareholders of MIXI (Note 3) and their business executives
- Business executives of major lenders and banks that work with MIXI
- Business executives of MIXI’s book runners
- Business executives of auditing firms that work with MIXI
- Close relatives of individuals that fall into categories 1-3 (Note 4)
- Individuals that fell into categories 1-7 within the past 3 years
Note 1: “Counterparties of MIXI that exceed the transaction standard 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 Article 163, Paragraph 1 of the Financial Instruments and Exchange Act, “principal 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, holding thereof, or other circumstances) exceeding 10 percent of the voting rights held by all shareholders, whether held in their own name or that of another person, or under a fictitious name.
Note 4: “Close relative” means any relative up to the second degree.
Composition of officers
Skill Matrix of Directors and ASB members
Among the skills possessed by each candidate for director and audit and supervisory board member, demonstration of the following is particularly anticipated in the current term. The Company conducts reviews based on the policies adopted for each term.
*The Company has established eight materialities (material social issues to be addressed by the Company) as themes to be adopted through corporate activities.
For details, please see “Materiality information and SDG relevance”(https://mixi.co.jp/en/sustainability/materiality_sdgs/).
Policy and procedure for deciding officers’ compensation
The following is our policy regarding compensation for directors.
Basic policy:
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.
Compensation system:
Based on the basic policy, compensation for directors (excluding outside directors) is provided in two forms: “cash compensation” paid on a monthly basis; and “share-based compensation (share compensation-type stock options)” delivered once a year after the ordinary general meeting of shareholders for the relevant fiscal year. Specifically, compensation is composed of the three elements “basic compensation,” “share-based basic compensation,” and “outcome-based compensation,” and with respect to each form of compensation, “basic compensation” is “cash compensation,” “share-based basic compensation” is “share-based compensation (share compensation-type stock options),” and “cash compensation” paid on a monthly basis or “share-based compensation (share compensation-type stock options)” delivered once a year after the ordinary general meeting of shareholders for the relevant fiscal year may be chosen as “outcome-based compensation.” The ratio of “basic compensation” and “share-based basic compensation” is determined, with an emphasis on “share-based basic compensation,” by the board of directors through the formulation of a proposal based on each officer’s title and like with reference to the past performance of the Company and compensation market survey data for Japanese listed companies provided by external professional organizations and after deliberation by the nomination and compensation committee.
From the perspective of ensuring adequate supervisory functions for the execution of business, the compensation structure for outside directors is composed solely of cash compensation.
There is no retirement bonus system for directors.
Calculating compensation:
Methodology for determining director compensation is as follows:
Compensation for directors (excluding outside directors)
Compensation amounts are decided based on whether the officer has the right of representation, the officer’s title, and the like for “basic compensation” and “share- based basic compensation.” With respect to “share-based basic compensation,” subscription rights to shares as share compensation-type stock options are delivered with the purpose of promoting measures for enhancing corporate value in the mid- to long-term and sharing of value with the shareholders of the Company, on the condition that the director in question’s term as a director is more than a certain period and the subscription rights to shares may be exercised at the time of retirement. With respect to “outcome-based compensation,” compensation amounts are decided by (i) predetermining the evaluation ratio in accordance with the title of the individual in question and the division managed by the individual and (ii) multiplying the base amount of outcome-based compensation determined in accordance with the basic compensation by the evaluation coefficient in accordance with the combined evaluation of the performance of the Company overall and the division managed by the individual in question and that individual’s degree of contribution in the previous fiscal year. Performance evaluation is conducted by evaluating the net sales and operating income of the Company overall and the division managed by the individual in question against the budget achievement rate and the rate of increase or decrease compared with the previous fiscal year.
Compensation for outside directors
The amount of compensation in cash is decided in accordance with the title and the like of the individual in question, taking into consideration compensation market survey data for domestic listed companies and the like provided by external professional organizations.
Decision process:
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 one internal director) 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 ASB members is to audit for compliance with laws and regulations, compensation for ASB members consists of cash compensation only.
