CAPCOM Investor Relations

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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.)

(as of October 31, 2019)

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 Committee and the Nomination and Remuneration Committee. 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. The Secretariat staff helps with the work of the external directors who are not members of the Audit and Supervisory Committee. For external directors who are members of the Audit and Supervisory Committee, the full-time staff of the Internal Audit Division helps with their work.

Since all five of the external directors meet the criteria for independent directors, these five individuals have been registered with Tokyo Stock Exchange, Inc. as independent directors.

Reasons for Selection of External Directors and Their Rate of Attendance
(Year ended March 2019)

Name Independent
director
Reasons for selection
Board of Directors/Audit and Supervisory Committee
Rate of Attendance (Year ended March 2019)
External Directors
Masao Sato Due to expectations for his ability to contribute to the auditing and supervision of the Board of Directors through his rich experience and knowledge from many years serving in police administration
Board of Directors: Attended 10 of 10 meetings (100%)
Toru Muranaka Due to expectations for his ability to contribute to the auditing and supervision of the Board of Directors through precise counsel and advice as a legal expert
Board of Directors: Attended 10 of 10 meetings (100%)
Yutaka Mizukoshi Due to expectations for his ability to contribute to the auditing and supervision of the Board of Directors through his experience and knowledge as a business consultant
Board of Directors: Attended 8 of 8 meetings (100%)
External Directors (Audit and Supervisory Committee)
Yoshihiko Iwasaki Due to his experience with tax administration, he is expected to be beneficial to the Company
Board of Directors: Attended 10 of 10 meetings (100%)
Audit and Supervisory Committee: Attended 10 of 10 meetings (100%)
Makoto Matsuo Due to his ability to enable effective corporate governance through precise counsel and advice as a legal expert
Board of Directors: Attended 10 of 10 meetings (100%)
Audit and Supervisory Committee: Attended 10 of 10 meetings (100%)

Related Principles of the Corporate Governance Code

Principle 4.7 Roles and Responsibilities of Independent Directors

Officer Remuneration

The Nomination and Remuneration Committee is Consulted to Ensure Fairness and Transparency

To ensure fairness and transparency, the Board of Directors consults the voluntary Nomination and Remuneration Committee, which has an external director as chairman, on the compensation of Directors (excluding directors who are members of the Audit and Supervisory Committee) and then sets remuneration based on this committee's recommendations.

Related Principles of the Corporate Governance Code

Principle 4.2 Roles and Responsibilities of the Board (2)

Policy for Setting the Calculation Method and Amount of Directors' Remuneration

1 Regarding remuneration of directors (excluding directors who are members of the Audit and Supervisory Committee)

To ensure the fairness and transparency of remuneration for directors (excluding directors who are members of the Audit and Supervisory Committee), the Board of Directors consults the Nomination and Remuneration Committee, which has an external director as chairman. The Nomination and Remuneration Committee considers each board member’s position, duties, tenure, and status as either an executive director or non-executive director, evaluates individual job performance and recommends an appropriate amount. The Board of Directors then makes a decision based on this amount.

  • a. Monthly remuneration is fixed.
  • b. The bonuses are set within a reasonable range based on monthly remuneration and the Company's performance.

The Company has adopted a single fiscal year bonus as short-term performance-linked remuneration. Upon consultation with the Board of Directors, the Nomination and Remuneration Committee deliberates on the following items, then makes a preliminary recommendation. The Board of Directors discusses this recommendation before making a final decision.

  • a. Monthly remuneration (fixed)
  • b. Consolidated operating income performance
  • c. Evaluation of individual performance
2 The remuneration of the directors who serve as members of the Audit and Supervisory Committee

In order to secure their independence, the remuneration of the directors who serve as members of the Audit and Supervisory Committee is not linked to performance; it is a fixed amount determined through discussions, taking the difference of full-time or part-time service and other factors into account, by the directors who serve as members of the Audit and Supervisory Committee.

Officer Remuneration (Year ended March 31, 2019)

Total remuneration, total amount by type of remuneration, and number of directors the remuneration was paid to, by type of director

Type of director Total
Remuneration
(million yen)
Total of remuneration by type
(million yen)
Number of directors paid
Basic remuneration Stock options Performance-linked Remuneration Severance
Director (excluding Audit and Supervisory Committee and external directors) 357 272 - 85 - 5
Member of Audit and Supervisory Committee (excluding external directors) 21 21 - - - 1
External directors 29 29 - - - 4
Member of Audit and Supervisory Committee (external directors) 35 35 - - - 3

Notes: The above includes one external director and one external director who was an Audit and Supervisory Committee member who left at the end of the 39th General Shareholders' Meeting on June 11, 2018 due to the expiration of their terms.

Total amount of consolidated remuneration by director of delivery company

Name Kenzo
Tsujimoto
Haruhiro
Tsujimoto
Total of consolidated remuneration, etc.
(million yen)
130 104
Type of director Director Director
Type of company Delivery company Delivery company
Total of consolidated remuneration by type (million yen)
Basic remuneration 100 80
Stock options - -
Performance-linked Remuneration 30 24
Severance - -

Note: Total consolidated remuneration, etc. is listed only for those with remuneration of 100 million yen or more.

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