SUSTAINABILITY
Our Officers
Appointment policy and nomination procedure for directors
The following is our policy regarding the appointment of director candidates.
1. Proposals for the position of director 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.
2. Proposals for the positions of director 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.
3.Proposals for the position of outside directors emphasize appointing individuals who are independent and possess the knowledge, experience, and abilities necessary to provide management oversight and advice from an objective and impartial perspective.
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.
Reasons for candidate nomination / meeting attendance
Three of the seven 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 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 (FY2026) |
Audit & Supervisory Board Meeting Attendance (FY2026) |
||
|---|---|---|---|---|---|---|
| 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; expertise related to the domains of platform businesses and technology and AI; and ability to promote M&A and PMI and corporate governance. These qualities stand to strengthen the Board of Directors and promote further growth of the Group. |
17/17 meetings (100%) | － | ||
| Kohei Shimamura | Kohei Shimamura has successively held a number of positions in the Company’s administrative divisions, including the corporate planning and corporate management divisions, is in charge of accounting, finance, and investor relations functions, among other functions, as an incumbent CFO, and has an abundance of knowledge and experience in planning of managerial strategy and enhancement of management that is conscious of capital costs within MIXI Group. Kohei Shimamura has been selected as director in order to utilize his abundant knowledge and experience related to finance and accounting, business portfolio management and capital policy, M&A and PMI, organizational and human resource development, governance and information disclosure, and compliance and internal control, to strengthen the function of the Company’s board of directors, in order to promote further growth of the Company Group. | 12/12 meetings (100%) | － | |||
| Tatsuma Murase | Tatsuma Murase has successively held a number of posts as a Chief General Manager within technical divisions of the Company, including the development division, and leads efforts for company-wide AI utilization and corporate digital transformation of the Company Group. The Company’s Board of Directors selected Tatsuma Murase to continue as a director in order to utilize his abundant knowledge and experience related to technology and AI, organizational and human resource development, and information security, to strengthen the function of the Company’s board of directors, in order to promote further growth of the Company Group. |
17/17 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 resigning from the office of the President and Representative Director of the Company, 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 he has accumulated. The Company’s Board of Directors selected Kenji Kasahara to continue as a director in order to utilize his principled attitude towards responsible business operations based on the Company’s corporate philosophy and his abundant knowledge and experience related to platform businesses, technology and AI, and M&A and PMI, to strengthen the function of the Company’s board of directors, in order to promote further growth of the Company Group. |
17/17 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. Further, Mr. Akihisa Fujita leads discussions in the area of nomination and compensation as the chairperson of the nomination and compensation committee of the Company. The Company’s Board of Directors has selected Akihisa Fujita to continue as an outside director in the anticipation that he will fulfill the role of supervising the execution of operations and the like of the Company from an objective and independent perspective based on the abundant experience and expertise that he possesses in relation to business portfolio management and capital policy, M&A and PMI, organizational and human resource development, and governance and information disclosure, and because the Company’s board of directors has judged that his fulfillment of that role would contribute to the further growth of the Company Group. |
17/17 meetings (100%) | － | |||
| Hiromi Watase |
Hiromi Watase has been engaged in corporate management as a manager for a number of companies and has a wealth of experience in providing management support, notably in the creation of new businesses, and has abundant experience and broad knowledge of 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 them to continue as an outside director in anticipation that she will fulfill the role of supervising the execution of operations and the like of the Company from an objective and independent perspective based on the abundant experience and expertise that she possesses in relation to platform businesses, M&A and PMI, organizational and human resource development, and governance and information disclosure, and because the Company’s board of directors has judged that her fulfillment of that role would contribute to the further growth of the Company Group. | 17/17 meetings (100%) | － | |||
| Toshiaki Kawai |
Toshiaki Kawai has been selected as outside director in the anticipation that he will fulfill the role of supervising the execution of operations and the like of the Company from an objective and independent perspective based on the abundant experience and expertise that he possesses in relation to platform businesses, business portfolio management and capital policy, M&A and PMI, and governance and information disclosure, and because the Company’s board of directors has judged that his fulfillment of that role would contribute to the further growth of the Company Group. | 12/12 meetings (100%) | － | |||
| 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. The Company has selected Yuichiro Nishimura as an outside ASB member in anticipation that they will further strengthen the Company’s auditing systems from an objective and independent perspective based on their extensive experience and expertise in governance and information disclosure, as well as compliance and internal controls, and has determined that these contributions will support the further growth of the Group. | 17/17 meetings (100%) | 17/17 meetings (100%) | |||
| Nozomi Ueda |
Nozomi Ueda not only has technical expertise in the areas of corporate governance and compliance, but can also utilize their specialized knowledge and experience as an attorney. The Company has selected Nozomi Ueda as an outside ASB member in anticipation that they will further strengthen the Company’s audit system from an objective and independent perspective based on their extensive experience and expertise in governance and information disclosure, as well as compliance and internal controls, and has determined that these contributions will support the further growth of the Group. | 16/17 meetings (94%) | 17/17 meetings (100%) | |||
| Sumiko Takayama |
Sumiko Takayama not only has extensive insight and experience related to corporate activities through serving as an officer of various organizations, but can also utilize their specialized knowledge and experience as a certified public accountant. The Company has selected Sumiko Takayama as an outside ASB member in anticipation that they will further strengthen the Company’s audit system from an objective and independent perspective based on their extensive experience and expertise in governance and information disclosure, financial accounting, as well as compliance and internal controls, and has determined that these contributions will support the further growth of the Group. | 16/17 meetings (94%) | 17/17 meetings (100%) | |||
| Tomoyuki Hirao |
Tomoyuki Hirao has knowledge and experience in the areas of IR, internal controls, compliance, and governance through their work in the advertising industry, and has also served as an auditor at business firms, giving them extensive insight and experience related to corporate activities. The Company has selected Tomoyuki Hirao as an outside ASB member in anticipation that they will further strengthen the Company’s audit system from an objective and independent perspective based on their extensive experience and expertise in governance and information disclosure, as well as compliance and internal controls, and has determined that these contributions will support the further growth of the Group. | － | － | |||
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
Of the skills possessed by each director candidate and corporate auditor, that we expect them to particularly demonstrate in the current fiscal year. These are reviewed based on the policies of each fiscal year.
Notes
1. In the chart above, “O” means “Outside,” and “I” means “Independent.”
The details of each skill are as follows.
The following are respective materialities that particularly relate to each skill.
*The Company has established eight material issues (material social issues to be addressed by the Company) as themes to be adopted through corporate activities.
For details, please see “Material issue information (evaluation indicators and performance)”(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:
The basic policy for compensation for directors is to establish an appropriate balance between compensation in cash and the Company’s shares to function as a sound incentive toward the continued growth of the Company.
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 (restricted shares)” 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 (restricted shares),” and “cash compensation” paid on a monthly basis or “share-based compensation (restricted shares)” 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,” “share-based basic compensation,” and “outcome-based compensation” is determined by the board of directors through the formulation of a proposal based on each officer’s roles, duties, title, and the 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.
Details and methods of determining compensation:
Details of director compensation and methodology for determining director compensation are 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 roles, duties, title, and the like for “basic compensation” and “share-based basic compensation.” With respect to “share-based basic compensation,” restricted shares (shares of common stock of the Company), whose transfer is restricted, are delivered, and monetary compensation claims for granting the restricted shares are provided, during the period from the delivery date of the restricted shares until the director in question resigns or retires from all positions as director, senior corporate officer, corporate officer, or employee (in the event that the name of such position is changed, including the position after the name change), with the purpose of that delivery and provision being the promotion of measures for enhancing corporate value in the mid- to long-term and the sharing of value with the shareholders of the Company. 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 in the previous fiscal year of the Company overall and the performance of the individual in question with respect to his or her expected role. Performance evaluation is conducted by evaluating the net sales, operating income, and net income of the Company overall against the budget achievement rate and the rate of increase or decrease compared with the previous fiscal year. The details of the compensation in the event that “share compensation (restricted shares)” to be delivered once a year after the ordinary general meeting of shareholders is chosen as “outcome-based compensation” will be the same as those stated above, and monetary compensation claims equivalent to the amount of outcome-based compensation determined as described above will be granted.
Total compensation, amount of compensation by type, and number of eligible officers by category of officer (FY2026 results)
| Category | Number of Officers Eligible for Compensation | Compensation Amount, Etc. by Type (Millions of Yen) | Total Compensation (Millions of Yen) | ||
| Basic Compensation | Share-Based Basic Compensation | Outcome-Based Compensation | |||
| Director (Outside Director) | 9 (4) | 224 (35) | 79 | 232 | 536 (35) |
| Audit and Supervisory Board Member (Outside ASB Member) | 3 (3) | 34 (34) | ー | ー | 34 (34) |
Note: further details are available on page 51 of CONVOCATION NOTICE FOR THE 27TH ORDINARY GENERAL MEETING OF SHAREHOLDERS.
Total amount of consolidated compensation by director (FY2026 results)
| Name | Officer Category | Company Category | Total Consolidated Compensation by Type (Millions of Yen) | Total Consolidated Compensation (Millions of Yen) | ||
| Basic Compensation | Share-Based Basic Compensation | Outcome-Based Compensation | ||||
| Koki Kimura | Director | Filing company | 82 | 39 | 149 | 272 |
| Tatsuma Murase | Director | Filing company | 52 | 19 | 74 | 147 |
Note: The above information is limited to those whose total consolidated compensation is 100 million yen or more. Further details are available on page 53 of the annual securities report for the fiscal year ended March 31, 2026 (Japanese only).
Compensation for outside directors
Compensation for outside directors is individually designed based on the roles and responsibilities of the respective directors. Proposals are prepared with reference to the Company’s past results and compensation market survey data for domestic listed companies provided by external specialist organizations, and are then deliberated by the Nomination and Compensation Committee and approved by the Board of Directors.
Decision process:
In order to protect objectivity and transparency, the compensation system and decision process for directors is discussed by the Nomination and Compensation Committee and, based on those deliberations, voted on by the Board of Directors.
The decision on compensation for individual directors is deliberated by the Nomination and Compensation Committee before a resolution is adopted by the Board of Directors.
The maximum compensation for directors was determined by resolution at the 17th Ordinary General Meeting of Shareholders held on June 28, 2016, and subsequently amended at the 24th Ordinary General Meeting of Shareholders held on June 21, 2023. The resolution establishes that the total annual amount, combining monthly compensation and monetary claims for granting stock compensation (restricted shares), should not exceed 1 billion yen (with an allocation of up to 100 million yen for outside directors). In addition, at the 27th Ordinary General Meeting of Shareholders held on June 26, 2026, it was resolved that the total amount of monetary compensation claims to be granted as compensation for performance-linked stock compensation for directors (excluding outside directors) shall not exceed 500 million yen for each applicable performance period, separately from the limit described above.
As their role as ASB members is to audit for compliance with laws and regulations, compensation for ASB members consists of cash compensation only.
