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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)

External Directors

Using External Perspectives to Ensure Effective Governance

External directors ensure the effectiveness of the corporate governance function by playing key roles in the Compliance, Nominating and Remuneration Committees. They also focus efforts on compliance and the prevention of corrupt or illegal activities, and openly exchange opinions and provide counsel at Board of Directors meetings in an effort to strengthen the management audit function.

Board of Directors and External Auditors Rate of Attendance
(Year ended March 2017)

Name Independent
director
Reasons for selection
Rate of Attendance
Directors
Hiroshi Yasuda Appointed with overall consideration for character, business acumen and successive appointments to important posts
Board of Directors Attended 14 of 15 meetings (93.3%)
Masao Sato Appointed to leverage the wealth of experience and knowledge accumulated during many years in law enforcement administration to help the company further enhance its corporate governance
Board of Directors Attended 11 of 11 meetings (100%)
Toru Muranaka A legal professional able to provide precise guidance and advice and ensure the effectiveness of corporate governance
Board of Directors Attended 10 of 11 meetings (90.9%)
Directors who are Members of the Audit and Supervisory Committee
Yoshihiko Iwasaki It was determined that his professional experience in tax administration would be of benefit to the company
Board of Directors Attended 15 of 15 meetings (100%)
Audit and Supervisory Committee Attended 9 of 9 meetings (100%)
Makoto Matsuo A legal professional able to provide precise guidance and advice and ensure the effectiveness of corporate governance
Board of Directors Attended 14 of 15 meetings (93.3%)
Audit and Supervisory Committee Attended 9 of 9 meetings (100%)
Takayuki Morinaga Appointed with overall consideration for management experience at other companies, professional career, track record, and personal connections in the business world
Board of Directors Attended 15 of 15 meetings (100%)
Audit and Supervisory Committee Attended 9 of 9 meetings (100%)

Related Principles of the Corporate Governance Code

Principle 4.6- 13

Officer Remuneration

The Remuneration Committee Makes Recommendations to Ensure Fairness and Transparency

To ensure fairness and transparency, the compensation of Directors is consulted on with the voluntary Remuneration Committee which has an external director as chairman and is decided upon by the Board of Directors based on this committee's recommendations. The current remuneration system is composed of set monthly remuneration and performance-based bonuses paid in cash but the percentage of set remuneration is high. Because of this, we are looking into introducing a new remuneration system to increase the directors' incentive to increase corporate value over the medium- to long-term. And also, as part of an overall environment to support risk-taking, the remuneration linked to performance will be set to an appropriate percentage.

Related Principles of the Corporate Governance Code

Principle 4.2

Policy Regarding Deciding the Calculation Method and
Amount of Directors' Remuneration

1 The remuneration of the directors other than directors who serve as members of the Audit and Supervisory Committee

Directors' remuneration is determined by the Board of Directors based on the recommendation made by the Remuneration Committee, chaired by an external director. The Remuneration Committee calculates the amount determined as appropriate for each director's title, duties, tenure, full/part-time service, etc., as well as the Company's earnings and individual work performances.

  • (i) Monthly remuneration is fixed.
  • (ii) The amount of bonus is determined within the reasonable range based on the monthly remuneration and the Company's performance.
  • (iii) Other than the remunerations listed above, appropriate remuneration based on individual achievement may be paid within a determined range.
2 The remuneration of the directors who serve as
members of the Audit and Supervisory Committee

The remuneration of the directors who serve as members of the Audit and Supervisory Committee is not linked to the Company's earnings, but is fixed in amount from the perspective of securing their independence and thus determined through discussions, taking full-time/part-time status and other such factors into account, among the directors who serve as members of the Audit and Supervisory Committee.

Officer Remuneration (Year ended March 31, 2017)

Total remuneration, etc. by type of director for delivery companies, total amount by type of remuneration, etc., and number of directors the remuneration was paid to

Type of director Total
Remuneration
(million yen)
Total of
remuneration, etc. by type
(million yen)
Number of directors paid
Basic remuneration Stockoptions Bonus Severance
Director
(excluding Directors who are audit and supervisory committee members)
(excluding external directors)
278 228 - 50 - 5
Directors who are Members of the Audit and Supervisory Committee
(excluding external auditors)
25 25 - - - 2
Auditor
(excluding external auditors)
5 5 - - - 1
External director 69 69 - - - 10
  • Notes 1: The above figures include remuneration for one external corporate auditor who retired upon the expiry of his term of office at the conclusion of the 37th ordinary general meeting of shareholders held on June 17, 2016.
  • 2. The Company has transformed from a "Company with Kansayaku Board" into a "Company with Audit and Supervisory Committee" at the conclusion of the 37th ordinary general meeting of shareholders held on June 17, 2016. Accordingly, the amount paid to corporate auditors relates to the period before said transformation, whereas the amount paid to directors who serve as members of the Audit and Supervisory Committee relates to the period after said transformation.

Total amount of consolidated remuneration,
etc. by director of delivery company

Name Total of
consolidated
remuneration, etc.
(million yen)
Type of director Type of company Total of consolidated remuneration,
etc. by type (million yen)
Basic remuneration Stock
options
Bonus Severance
Kenzo
Tsujimoto
101 Director Delivery company 80 - 21 -

Note: The listing of total of consolidated remuneration, etc. is restricted to persons with 100 million yen or more.

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