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IR Top Page > Management Objectives > Governance > How Listed the Company Have Addressed Corporate Governance Code

Corporate Governance

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How the Company has Addressed the Corporate Governance Code

(as of June 30, 2017)

All 73 principles of the Corporate Governance Code, comprised of General Principles, Principles, and Supplementary Principles, and including disclosures based on each principle, are listed in this report. Please refer to the following page for the content of the General Principles, Principles, and Supplementary Principles.

Japan's Corporate Governance Code (PDF) (Jump to Japan Exchange Group, Inc. Website)

PDF Capcom's basic policy for Japan's Corporate Governance Code ( PDF: 360KB/46 pages )
(June 12, 2017)

Section 3: Ensuring Appropriate Information Disclosure and Transparency

General / Supplementary Principle Compliance
Status
The Company’s Stance
General Principle 3 (1) The Company believes that it is the responsibility of a listed company, and also is essential from the corporate governance perspective, to disclose information appropriately and on a timely basis and sufficiently fulfill its accountability to shareholders and investors. Therefore, the Company realizes highly transparent management embracing (1) the establishment of the framework for responsible IR, (2) extensive information disclosure, and (3) the establishment of the framework for timely disclosure as its basic stance in promoting IR activities.
(2) The details of the publication of IR materials on our website and other IR-related activities are described in "III-2. IR Activities" of the Corporate Governance Report.
(3) The Company has received various awards from third-party assessment organizations, etc. for our IR activities and various IR tools in recognition of our past activities to actively promote timely and appropriate information disclosure. Specific awards that we have received in the past are published on the website of the Company.
Principle 3.1
Full Disclosure
(1) The business principles of the Company and other information are published on the website of the Company.
(2) The Company's basic views on corporate governance are stated in "I-1. Basic Views" section of the Corporate Governance Report.
(3) The remuneration of individual directors other than those who serve as members of the Audit and Supervisory Committee is determined by the Board after receiving advice from the Remuneration Committee chaired by an external director to ensure its transparency and fairness. Furthermore, the remuneration for individual directors who serve as members of the Audit and Supervisory Committee is determined through discussions by the directors who serve as members of the Audit and Supervisory Committee.
(4) For reference, the current remuneration consists of the fixed monthly remuneration and the performance-based remuneration in the form of bonus payment in cash and the percentage of the fixed remuneration is high. Therefore, as part of efforts to create an environment that incentivizes risk taking, the Company is considering, from every point of view, the introduction of a new remuneration scheme to achieve an appropriate percentage of the performance-based remuneration and to increase the incentive to directors from the perspective of the medium/long-term enhancement of the corporate value.
(5) The nomination of candidates for the position of director (excluding directors who serve as members of the Audit and Supervisory Committee) and those for the position of a director who serves as members of the Audit and Supervisory Committee is determined by the board after receiving advice from the Nominating Committee, which is established as a voluntary committee and chaired by an external director.
The selection of candidates for the position of a director who serves as members of the Audit and Supervisory Committee is also subject to the consent of the Audit and Supervisory Committee.
(6) Information relevant for the decision on the election of individual directors and directors who serve as members of the Audit and Supervisory Committee, such as their career summary and the status of significant concurrent positions held, is included in the notice of convocation.
Supplementary Principle 3.1.1 Regarding the disclosure of information, the Company strives to ensure that the description on the website of the Company and in the integrated reports (annual reports) is specific and plain so that information is accurately communicated and that high value added information is provided including non-financial information on corporate governance such as the status of deliberation by the Board of Directors.
Supplementary Principle 3.1.2 In view of the percentage of our foreign shareholders, the Company provides various information in English including the English version of our website, notice of convocation, integrated reports (annual reports), and other disclosure materials.
Principle 3.2
External Auditors
The Company tries its best to ensure that an appropriate audit environment that enables the accounting auditor to perform his/her duties is in place by establishing an adequate audit schedule and providing adequate information to the accounting auditor through the coordination among the Audit and Supervisory Committee, Internal Audit Division and the accounting department to secure the proper execution of audits by the accounting auditor.

[Related]

Supplementary Principle 3.2.1 (1) The Audit and Supervisory Committee developed the evaluation standards for the selection of the accounting auditor in coordination with the departments such as the accounting department and Internal Audit Division.
(2) Upon the nomination of the accounting auditor, the Audit and Supervisory Committee requests multiple candidates to submit proposals and selects the accounting auditor based on the evaluation standards set as above.
(3) Upon the re-election of the accounting auditor, the Audit and Supervisory Committee considers the audit method of the accounting auditor and the appropriateness of the audit results and determines the eligibility through an interview and the exchange of opinions exchange with the accounting auditor.
(4) The Audit and Supervisory Committee conducts interviews with the accounting auditor regarding the independence and expertise of the accounting auditor as appropriate including the existence of any conflict of interest based on the Certified Public Accountants Act.
Supplementary Principle 3.2.2 (1) The Company tries to secure sufficient time for the accounting auditor to perform adequate audits through such measures as early preparation and prompt information provision of financial statements and other relevant materials.
(2) The accounting auditor gathers information and exchanges opinions through interviews with the CEO, the COO and the CFO as appropriate.
(3) The accounting auditor, the Audit and Supervisory Committee and the Internal Audit Division have consultation with each other as necessary and appropriate to exchange opinions and information on audit so that audits by both sides are enhanced and improved through such collaboration.
(4) When the accounting auditor has detected a fraud, it reports it to the Board of Directors and the Audit and Supervisory Committee. Upon receipt of such a report, the Board of Directors, the Audit and Supervisory Committee, the Internal Audit Division and relevant divisions closely share the information and exchange opinions in order to respond it appropriately.
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