Corporate Governance Structure and Initiatives | Directors

Shareholders and investors have made the 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.)

  • Capcom Corporate Governance Guidelines (June 21, 2023)

    PDF

  • Corporate Governance Report (December 14, 2023)

    PDF

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.

In addition, in the fiscal year ended March 31, 2023, we provided information to external directors through on-site tours and roundtable discussions with executive officers and enhanced our support system by establishing a department dedicated to the Board of Directors.

Since all seven of the external directors meet the criteria of independent directors, they have been designated as independent directors.

Reasons for Selection of External Directors
Name Reasons for selection
External Directors
Toru Muranaka Due to expectations for his ability to contribute to the auditing and supervision of the Board of Directors through proposals and advice on legal compliance and propriety from a professional standpoint along with his high level of expertise and broad insight and knowledge as an attorney specializing in corporate and financial instruments and exchange law.
Yutaka Mizukoshi Due to expectations for his ability to contribute to the auditing and supervision of the Board of Directors based on an external perspective, including his enthusiastic provision of opinions and advice from an independent standpoint based on his familiarity with management analysis and establishment of management strategies as well as his deep insight into economic trends and international sensibilities that comes from his experience and knowledge from his many years in the consulting industry.
Wataru Kotani Due to expectations for his ability to contribute to the auditing and supervision of the Board of Directors based on the perspective of risk management and legal compliance, as he possesses broad expertise and extensive experience in IT security and legal affairs from his many years of involvement in police administration and provides opinions and advice from a neutral and objective standpoint.
Toshiro Muto Due to expectations for his ability to contribute to the auditing and supervision of the Board of Directors by providing objective opinions and advice on general management from an independent standpoint with a broad perspective based on his extensive knowledge and experience as he possesses a high level of insight related to fiscal and monetary affairs, general economics, and corporate governance cultivated at the Ministry of Finance, the Bank of Japan, and operating companies.
Yumi Hirose Due to expectations for her ability to contribute to the auditing and supervision of the Board of Directors and improvement of the human resources strategy by actively providing opinions and advice from an outside perspective based on her knowledge and experience, which include specialized knowledge and extensive experience from her many years as a tax administrator of tax agency offices, her considerable knowledge of finance and accounting, and her high level of knowledge related to health management.
External Directors (Audit and Supervisory Committee)
Yoshihiko Iwasaki Due to his expertise and rich experience with tax administration along with his considerable knowledge of finance and accounting, he is expected to contribute to the auditing and supervision of the Board of Directors from the standpoint of tax administration, finance, and accounting with proposals and advice from an external perspective.
Makoto Matsuo Due to his success in the legal world based on his high level of expertise and broad insight and knowledge as an attorney and his familiarity with the business world that comes from his extensive experience as an external officer of listed companies, he is expected to contribute to the auditing and supervision of the Board of Directors with guidance and advice from a legal standpoint at meetings of the Board of Directors and other important meetings.

Director Support System

1. To enhance the deliberations of the Board of Directors, a secretariat to the Board of Directors was established to oversee operations as outlined below.

  • ・Establish an annual schedule of Board of Directors meetings and hold extraordinary meetings as necessary.
  • ・Prepare materials that will help participants get an overview of the agenda items, and distribute them in advance.
  • ・Endeavor to enhance the deliberations of the Board of Directors by delegating some important business execution matters, such as personnel transfers and organizational reforms, to the Representative Directors to confirm the appropriateness of the matters to be discussed.

2. To facilitate thorough discussions during the Board of Directors meetings, the Director in charge of Corporate Management will provide explanations to external directors regarding agenda items and supplementary matters approximately one week in advance of the scheduled board meeting date.

3. To establish a system that allows external directors to make timely and appropriate judgments on proposals, the corporate officers in charge will attend Board of Directors meetings as necessary to assist the director in charge in explaining proposals and answering questions.

4. The directors, officers and employees of the Group will respond promptly and appropriately when asked to provide information necessary for the directors to perform their duties.

5. To facilitate the smooth and appropriate execution of duties by the Audit and Supervisory Committee, an Internal Audit Department independent of the departments conducting business has been established to assist the same committee as an organization directly under the Internal Audit Division and serves as the Secretariat of the committee.

  • ・The Internal Audit Division will strive to maintain independence from business executors, carrying out its duties under the direction of the Audit and Supervisory Committee. It will also provide timely reports to the Audit and Supervisory Committee as necessary.

6. The Executive Support Section and the Internal Audit Division provide support to ensure that non-executive directors, including external directors, can smoothly execute their duties. Also, the support system will be strengthened by establishing a dedicated department for the Board of Directors.

7. To facilitate smooth and appropriate execution of their duties, directors may engage external experts such as consultants as necessary, with the associated costs borne by the Company.

Director Training and Development

The Group provides directors with necessary training opportunities and information, as appropriate.

  • ・When directors assume their position, they are briefed on the Group’s business, finances, and organization, given a tour of the workplaces as well as information on industry trends and such.
  • ・Support is provided for expenses and other costs related to the acquisition of knowledge and exchange of information by directors.
  • ・Audit and Supervisory Committee members are provided with opportunities to study through participation in external training programs as part of our efforts to ensure proper audits.
  • ・The Board of Directors is provided opportunities to hear explanations on business strategies and other measures for each fiscal year and necessary information related to the Company’s business challenges and other issues is provided to external directors on a continuous basis.

Evaluation of the Effectiveness of the Board of Directors

The Company evaluates the effectiveness of the Board of Directors by means of individual questionnaires, interviews, and other methods that facilitate getting individual opinions from all directors. In addition, to further enhance the function of the Board of Directors, in the fiscal year ended March 31, 2023, we worked to provide information to external directors through on-site tours and roundtable discussions with executive officers, as well as to strengthen our support structure through the establishment of a department dedicated to the Board of Directors. The evaluation of the effectiveness of the Board of Directors in the fiscal year ended March 31, 2023, was generally positive.

To further improve the effectiveness for strengthening the supervision function, we will work on the issues below in the fiscal year ending March 31, 2024.

[Main issues]

  • ・Further enhancing the provision of information, including round-table discussions with external directors
  • ・Discussions on nomination and remuneration of directors and senior management for the establishment of a next-generation management structure
  • ・Discussions to facilitate the improvement of corporate value over the medium to long term

We will continue to promote sharing and understanding of various issues at our Board of Directors meetings to further enhance its function.

Officer Remuneration

The Nomination and Remuneration Committee is consulted to ensure fairness and transparency

Policy for setting the calculation method and amount of directors’ remuneration

1 Policy on determining 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 deliberates and makes recommendations based on the policy below, and makes its decision accordingly.

a. Basic remuneration of directors (excluding directors who are members of the Audit and Supervisory Committee)

  • ・Monthly remuneration is fixed.
  • ・The amount is determined after considering each board member’s position, duties, tenure, and status as either an executive director or non-executive director, and an evaluation of individual job performance.

b. Performance linked remuneration of directors (excluding external directors and directors who are members of the Audit and Supervisory Committee)

In regard to performance linked remuneration of directors (excluding external directors and directors who are members of the Audit and Supervisory Committee), short-term performance linked remuneration is based on a bonus for the fiscal year. The Board of Directors consults the Nomination and Remuneration Committee, which performs an evaluation and calculation using the items below based on the Group’s management objective of steady growth of profits, and makes its decision based on their recommendations.

  • I. Single-year net income attributable to owners of parent
  • II. Increase in consolidated operating profit over the previous year
  • III. Multiple consecutive increases in consolidated operating profit over previous years
  • IV. Evaluation of operations that the board member oversees

The ratio of remuneration for directors (excluding external directors and directors who are members of the Audit and Supervisory Committee) is set based on the above items and includes annual basic remuneration, comprised of monthly remuneration, and a single year bonus, which does not exceed 50% of annual basic remuneration.

2 Policy for determining remuneration of the directors who serve as members of the Audit and Supervisory Committee

From the standpoint of securing 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, 2023)

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

Scroll horizontally to view

Scroll
Type of director Total
Remuneration
(million yen)
Total of remuneration by type(million yen) Number of
directors paid
Basic
remuneration
Performance
linked
remuneration
Severance Of those items
to the left,
non-monetary
remuneration
Director
(excluding Audit and
Supervisory Committee and
external directors)
802 514 288 7
Member of Audit
and Supervisory Committee
(excluding external directors)
21 21 1
External directors 54 54 5
Member of Audit and
Supervisory Committee
(external directors)
32 32 2
Total amount of consolidated remuneration by director of delivery company

Scroll horizontally to view

Scroll
Name Total of
consolidated
remuneration, etc.
(million yen)
Type of
director
Type of
company
Total of consolidated remuneration by type(million yen)
Basic
remuneration
Performance linked
Remuneration
Severance Of those items
to the left,
non-monetary
remuneration
Kenzo Tsujimoto 212 Director Delivery company 137 75
Haruhiro Tsujimoto 169 Director Delivery company 109 60
Satoshi Miyazaki 106 Director Delivery company 68 37
Yoichi Egawa 102 Director Delivery company 66 36

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

Related Article