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IR Top Page > Management Objectives > Corporate Governance

Corporate Governance

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.)

PDF Corporate Governance Report (PDF: 1.05MB) (June 22, 2021)

Open HTML version HTML format

(as of June 24, 2021)

Structure and Initiatives

Structure and Initiatives

1. Corporate Governance Structure

Enhancing management soundness and transparency while responding to changes in the environment

Capcom is aware that comprehensive corporate governance ranks among management’s most important priorities. Because of this, in addition to enhancing management soundness and transparency, we are increasing corporate value by building a trusting relationship with our stakeholders. These stakeholders include shareholders, business partners, employees and regional societies.

2. Shareholders' Meeting (Convened on June 22, 2021)

Determines important matters as the highest decision-making body

The general shareholders’ meeting serves as Capcom’s highest decision-making body and determines important matters prescribed by laws, regulations, and the Company’s Articles of Incorporation, as well as serves as a place for communicating the audit results of divisional reports and consolidated financial statements.

Invitations to the general shareholders’ meeting are issued approximately three weeks before convening the session, and efforts are made to allow for greater attendance by having the session about 10 days before the date on which most other companies hold their meetings. We have also made it possible for shareholders to exercise their voting rights over the internet using a computer, smartphone or mobile phone. In addition, we participate in an electronic voting rights exercise platform for institutional investors so that they will have sufficient time to review the proposals.

3. Board of Directors

(a) The Board of Directors is chaired by the Chairman and Representative Director and consists of 11 directors, of whom five are external directors. The General Affairs Department serves as the secretariat for the Board of Directors, and three persons are in charge of its secretariat duties.

Kenzo Tsujimoto (Board Chair, Chairman and CEO, Internal Director)
Haruhiro Tsujimoto (President and COO, Internal Director)
Satoshi Miyazaki (Internal Director)
Yoichi Egawa (Internal Director)
Kenkichi Nomura (Internal Director)
Toru Muranaka (External Director)
Yutaka Mizukoshi (External Director)
Wataru Kotani (External Director)
Kazushi Hirao (Full-time Audit and Supervisory Committee Member, Internal Director)
Yoshihiko Iwasaki (Full-time Audit and Supervisory Committee Member, External Director)
Makoto Matsuo (Audit and Supervisory Committee Member, External Director)

(b) In the fiscal year ended March 31, 2021, the Board of Directors held 10 meetings; in addition to deliberating important matters prescribed by laws and regulations and the Board of Directors Rules, the Board of Directors strives to enhance the supervision function through external directors' suggestions, proposals, forthcoming comments, etc. In regard to attendance, Kenzo Tsujimoto, Haruhiro Tsujimoto, Yoichi Egawa, Kenkichi Nomura, Masao Sato, Yutaka Mizukoshi, Kazushi Hirao, Yoshihiko Iwasaki and Makoto Matsuo each attended 10 out of 10 meetings. Toru Muranaka attended 9 out of 10 meetings.

4. Audit and Supervisory Committee

(a) The Audit and Supervisory Committee is chaired by an external director and consists of three directors (including two full-time members of the Audit and Supervisory Committee), of whom two are external directors.

Makoto Matsuo (Committee Chair, Audit and Supervisory Committee Member, External Director)
Kazushi Hirao (Full-time Audit and Supervisory Committee Member, Internal Director)
Yoshihiko Iwasaki (Full-time Audit and Supervisory Committee Member, External Director)

(b) In principle, the Audit and Supervisory Committee holds a meeting before the time at which the Board of Directors' meeting is convened, and held 10 meetings in the fiscal year ended March 31, 2021. The Audit and Supervisory Committee deliberates important matters, etc. prescribed by the Audit and Supervisory Committee Rules, and makes efforts to enhance audit and supervision. In the fiscal year ended March 31, 2021, each director who serves as a member of the Audit and Supervisory Committee attended all the meetings held.

(c) Members of the Audit and Supervisory Committee selected by the Audit and Supervisory Committee conduct field audits in person, and in order to improve the effectiveness of audits, conduct organized audits in a flexible manner including giving instructions as appropriate to the Internal Audit Division, etc., which is under the direct control of the Audit and Supervisory Committee.

(d) The Internal Audit Division, etc. consist of 15 employees.

(e) The Internal Audit Division, etc. make a report to the Audit and Supervisory Committee on the status of audits, improvements and deficiencies/recommendations pointed out and make other such efforts for the effective functioning of audits.

5. Corporate Management Council

(a) The Corporate Management Council is chaired by the Chairman and Representative Director and consists of six internal directors. The Corporate Planning Department serves as the secretariat for the Corporate Management Council, and two persons are in charge of its secretariat duties.

Kenzo Tsujimoto (Council Chair, Chairman and CEO, Internal Director)
Haruhiro Tsujimoto (President and COO, Internal Director)
Satoshi Miyazaki (Internal Director)
Yoichi Egawa (Internal Director)
Kenkichi Nomura (Internal Director)
Kazushi Hirao (Full-time Audit and Supervisory Committee Member, Internal Director)

(b) In principle, the Corporate Management Council not only holds a meeting a number of days before the Board of Directors' meeting but also holds a meeting whenever necessary. In the fiscal year ended March 31, 2021, the Corporate Management Council held 15 meetings. Meetings are convened for the purpose of preliminary deliberation of matters to be discussed at the Board of Directors’ meetings and discussion of cases regarding other matters, etc.

6. Board of Corporate Officers (Shikko Yakuin)

(a) The Board of Corporate Officers consists of 15 corporate officers (of whom four concurrently serve as directors). At the Board of Corporate Officers’ meetings, corporate officers report the status of business execution, share information with each other and exchange opinions on matters regarding cases, issues to be tackled, etc. The Corporate Planning Department serves as the secretariat for the Board of Corporate Officers, and three persons are in charge of its secretariat duties.

(b) In principle, the Board of Corporate Officers holds a meeting on a monthly basis; 12 meetings were held in the fiscal year ended March 31, 2021.

7. The Nomination and Remuneration Committee

(i) The Nomination and Remuneration Committee (voluntary) consists of the following five directors (i.e., two internal directors and three external directors), including a majority of external directors. Each member of the Nomination and Remuneration Committee has been selected by the Board of Directors in consideration of his knowledge, insight, experience, etc. No secretariat has been established for the Nomination and Remuneration Committee.

Yoshihiko Iwasaki (Committee Chair, Full-time Audit and Supervisory Committee Member, External Director)
Kenkichi Nomura (Internal Director)
Yutaka Mizukoshi (External Director)
Kazushi Hirao (Full-time Audit and Supervisory Committee Member, Internal Director)
Makoto Matsuo (Audit and Supervisory Committee Member, External Director)

(ii) In response to the Board of Directors' request for advice on the nomination or remuneration of directors, etc., the Nomination and Remuneration Committee gives advice to the Board of Directors after holding deliberations.

(iii) The Committee held three meetings in the fiscal year ended March 31, 2021; as for the attendance status of directors who serve as members of the Committee, Yoshihiko Iwasaki, Kenkichi Nomura, Yutaka Mizukoshi and Kazushi Hirao attended all three meetings, while Makoto Matsuo attended two out of three meetings.

8. The Compliance Committee

(a) The Compliance Committee consists of 10 directors, half (five) of whom are external directors, and is chaired by an external director who is qualified as a lawyer. The Internal Audit Division serves as the secretariat for the Compliance Committee, and three persons are in charge of its secretariat duties.

Toru Muranaka (Committee Chair, External Director)
Haruhiro Tsujimoto (President and COO, Internal Director)
Satoshi Miyazaki (Internal Director)
Yoichi Egawa (Internal Director)
Kenkichi Nomura (Internal Director)
Yutaka Mizukoshi (External Director)
Wataru Kotani (External Director)
Kazushi Hirao (Full-time Audit and Supervisory Committee Member, Internal Director)
Yoshihiko Iwasaki (Full-time Audit and Supervisory Committee Member, External Director)
Makoto Matsuo (Audit and Supervisory Committee Member, External Director)

(b) In principle, the Compliance Committee holds quarterly meetings and held four meetings in the fiscal year ended March 31, 2021.
Its main activities are as follows;

  • To amass the information from the Company and its group companies, evaluate any possible internal risks
  • To make report on probabilities, etc. of exposure of inherent risks to the Board of Directors.
  • To take proactive actions to prevent possible illegal conducts and tort-claims at the earlier stage.

9. Internal Audit Division, etc.

The Company has established the Internal Audit Division, etc. to conduct effective audits. The Internal Audit Division, etc. consist of 15 employees and determine such matters as the audit policy, audit plan, audit method and division of duties after the conclusion of the general meeting of shareholders.
The main activities of the Internal Audit Division, etc. are to perform verification, evaluation, etc. of the status of business execution and the effectiveness and operating status of the internal control system, make a report to the Audit and Supervisory Committee, and as necessary, conduct field audits of offices, domestic and overseas subsidiaries, etc. by accompanying the selected members of the Audit and Supervisory Committee.

10. Accounting Auditors

Capcom has concluded an auditing contract with 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 special 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

(million yen)

  FY2019 FY2020
Section Compensation for Audit Operations Compensation for Non-Audit Operations Compensation for Audit Operations Compensation for Non-Audit Operations
Delivery company 47 3 50 -
Consolidated subsidiary - - - -
Total 47 3 50 -

Compensation for non-audit operations entails expenses for agreed upon procedural services.

Auditing Company Names of Certified Public Accountants
KPMG AZSA LLC,
a limited liability audit corporation
Designated Limited
Liability Partner
Yasuhito Kondo
Tomohiro Yamanaka

Note: The financial audit team was composed of: certified public accountants (14 members), and candidates for CPA who passed the new CPA exam, plus associates in charge of system audits (eight members).