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IR Top Page > Management Objectives > Corporate Governance

Corporate Governance

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Shareholders and investors have made the practical and effective functioning of internal control into a key issue amidst an epidemic of corporate misconduct in Japan and overseas. In this section, Capcom will explain the corporate governance structure and systems that it has initiated so far based on the key concepts of "effectiveness and visibility" in terms of the results of third party assessment.

(Assessment areas are highlighted in yellow.)

PDF Corporate Governance Report  (PDF: 528KB/62pages) ( June 12, 2017 )

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

How the Company has Addressed All 73 Principles of the Corporate Governance Code

(as of July 10, 2017)

Structure and Initiatives

コーポレートガバナンス体制

Corporate Governance Structure

Enhancing Management Health and Transparency while Responding to Changes in the Environment

The Company is aware that comprehensive corporate governance ranks among management's most important priorities. Therefore, the Company aims to improve its corporate value by enhancing the soundness and transparency of corporate management and by building a relationship of trust with stakeholders including shareholders, business partners, employees and the local community.

Shareholders' Meeting (Convened on June 9, 2017)

Determines Important Matters as the Highest Decision-Making Body

Capcom's general shareholders' meeting serves as its highest decision-making body and determines important matters as well as reports audit results of consolidated financial statements.

We have scheduled the meeting to take place around 10 days prior to the date on which most other companies in Japan hold their general shareholders' meetings to ensure as many shareholders as possible can be in attendance. We have also made it possible for shareholders to exercise their voting rights over the Internet using a computer or smartphone. In addition, we participate in an electronic voting rights exercise platform for institutional investors.

Two resolutions were brought up for discussion at this year's shareholders' meeting, all of which were approved and passed.

Please see the following page for the number of votes in favor, opposed or abstained for the matters to be resolved at the year ended March 31, 2017, general shareholders' meeting, as well as the results of voting.

Related Principles of the Corporate Governance Code

General Principle 1, Principle 1.1- 2

Board of Directors (Convened 15 times in the year ended March 31, 2017) Supervision

Management Decisions that Incorporate Outside Opinions

The Board of Directors is represented by twelve directors, consisting of seven directors (three of which are external directors) (excluding directors who serve as members of the Audit and Supervisory Committee) and five directors who serve as members of the Audit and Supervisory Committee (three of which are external directors). Furthermore, external directors account for six, or the half, of the members of the Board, all of whom have been filed as independent officers to Tokyo Stock Exchange, Inc.

The Company holds regular Board of Directors' meetings monthly, as well as additional meetings as necessary.

Related Principles of the Corporate Governance Code

General Principle 4, Principle 4.1- 3, Principle 4.5- 8, Principle 4.12- 3

Audit and Supervisory Committee
(Convened nine times in the year ended March 31, 2017)Audit

Accounting Auditors Partner with Internal Auditing Department to Monitor Management

The Audit and Supervisory Committee, which consists of five directors who serve as members of the Audit and Supervisory Committee (three of which are external directors), facilitates information sharing through the designation of two full-time Audit and Supervisory Committee members and conducts organized audits and supervision by utilizing the internal control system.

Accordingly, the Audit and Supervisory Committee directly supervises the Internal Audit Division, etc., consisting of nineteen dedicated staff members as organizations and performs its duties appropriately through organizational audits, including periodically receiving reports from said Division and giving instructions as necessary.

In principle, the Company holds a regular Audit and Supervisory Committee meeting on a monthly basis, as well as additional meetings as necessary.

Committee's Composition and Attributes of Chairperson
All Committee Members Full-time Members Inside Directors Outside Directors Chairperson
5 2 2 3 External (Outside) Director

Related Principles of the Corporate Governance Code

General Principle 4, Principle 4.4- 8, Principle 4.13

The Nominating Committee
(Convened two times in the year ended March 31, 2017)

A Consulting Organization For Selecting Candidates for Director

The Company has established the Nominating Committee as a voluntary advisory organization for the Board of Directors chaired by an external director in order to secure the objectivity and appropriateness of the decision-making process regarding the selection of candidates for the position of director.

Committee's Composition and Attributes of Chairperson
All Committee Members Full-time Members Inside Directors Outside Directors Outside Experts Other Chairperson
3 0 1 2 0 0 External (Outside) Director

Yoshihiko Iwasaki (Chairman, Full time member of the Audit and Supervisory Committee, External Director), Kenkichi Nomura (Director), Toru Muranaka (External Director)

Related Principles of the Corporate Governance Code

Principle 4.10- 11

The Remuneration Committee (Convened two times in the year ended March 31, 2017)

Recommending Details of Director Compensation

The Company has established the Remuneration Committee as a voluntary advisory organization for the Board of Directors chaired by an external director in order to secure the objectivity and appropriateness of the decision-making process regarding remuneration, etc., for directors (excluding directors who serve as audit and supervisory committee members).

Committee's Composition and Attributes of Chairperson
All Committee Members Full-time Members Inside Directors Outside Directors Outside Experts Other Chairperson
3 0 1 2 0 0 External (Outside) Director

Hiroshi Yasuda (Chairman, External Director), Kazushi Hirao (Full time member of the Audit and Supervisory Committee, Director), Takayuki Morinaga (A member of the Audit and Supervisory Committee, External Director)

Related Principles of the Corporate Governance Code

Principle 4.2, Principle 4.10

The Compliance Committee (Convened four times in the year ended March 31, 2017)

Focusing on Compliance as an Important Management Issue

The Company has established the Compliance Committee chaired by an external director who is qualified as a lawyer in order to thoroughly ensure compliance. Accordingly, the Company makes efforts to prevent any violation of laws and regulations by establishing the "Corporate Ethics Hotline Rules" and appointing the "department responsible for accepting whistleblower reports" to enable officers and employees to make whistleblower reports regarding any illegal and wrongful acts, as well as by performing periodical monitoring using the "periodic compliance check sheet." In order to ensure the effectiveness thereof, the Company appropriately handles problems confirmed by said committee and matters to be addressed.

Related Principles of the Corporate Governance Code

Principle 2.3, Principle 4.3, Principle 4.10

Accounting AuditorsAudit

Ensuring and Verifying Accounting Transparency

Capcom has engaged KPMG AZSA LLC for financial audits as prescribed by the Companies Act and financial audits as prescribed by the Financial Instruments and Exchange Law. There is no relationship involving financial or other interests between Capcom and this audit corporation or the engagement partners at this firm who perform audits at Capcom.

Auditor Remuneration (Year ended March 31, 2017)
  Audit Operations Non-Audit Operations
Delivery company 42 million yen 0 million yen
Consolidated subsidiary 2 million yen -
Total 44 million yen 0 million yen
Auditing Company Names of Certified Public Accountants
KPMG AZSA LLC Designated Limited
Liability Partner
Masaaki Doi
Hiroshi Miura
Takuya Obata

Note: Assistants to certified audit operations; Certified public accountants: 8; Others: 9 (those who have passed the certified public accountant exam and persons in charge of system audits)

Related Principles of the Corporate Governance Code

Principle 3.2

Internal Audit DivisionAudit

Ensuring and Verifying Legal Compliance and Operating Efficiencies

We have established an internal audit division as an internal audit organization in support of the Audit and Supervisory Committee.
This division primarily conducts regular monitoring of each division and Group companies from the standpoint of risk management.
In addition information is collected and analyzed from the standpoint of legality, propriety, and efficiency so internal operational risk and inefficiencies are properly understood, working to prevent the occurrence of crises and improve operations. In addition, in the event of an unforeseen situation, the Audit and Supervisory Committee contributes to the formulation of appropriate management decisions by quickly reporting to the Audit and Supervisory Board with a report examining and analyzing the causal factors in an attempt to minimize losses to the company.

Related Principles of the Corporate Governance Code

Principle 4.13

Corporate Management Council
(Convened 25 times in the year ended March 31, 2016) Implementation

Supporting the Board of Directors' Decisions

The Corporate Management Council is attended by the representative directors and executive directors and held before the date of the Board of Directors' meeting. At the Corporate Management Council, specific matters, matters discussed by the Board of Directors and matters delegated to the representative director are deliberated in order to secure the fairness and transparency of the decision-making process of persons to whom duties are assigned.

Board of Corporate Officers
(Convened 11 times in the year ended March 31, 2017) Implementation

Executing Operations Based on Clear Management Policy

The Company has established the "Shikko Yakuin" (corporate officers) System in order to clarify the supervision of corporate management and business execution. In principle, the Board of Corporate Officers' meeting is held monthly. At the Board of Corporate Officers' meeting, matters such as business execution in accordance with the resolutions by the Board of Directors, business execution policies and the development of business plans are reported.

Furthermore, the status of business execution by corporate officers is reported to the Board of Directors' meeting held monthly.

Affiliate Companies Implementation

Ensuring Effective Government through Close, Group-wide Collaboration

We have developed a group-wide internal controls framework through close communication and collaboration between parent company and subsidiaries based on monthly subsidiary board meetings and the "Management Regulations for Subsidiaries." Through this framework, we ensure that our operations are being undertaken properly so that corporate governance functions effectively.

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