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.)
Capcom's basic policy for Japan's Corporate Governance Code (PDF: 728KB/49 pages)
- Structure and
- External Directors
- Information on Shareholdings
- Internal Control
- Information Security
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 voluntary 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
(Year ended March 2020)
|Name||Reasons for selection|
|Masao Sato||Due to expectations for his ability to contribute to the auditing and supervision of the Board of Directors from the standpoint of risk management and ensuring legal compliance through proposals and advice from a neutral and objective perspective based on his broad general legal expertise and rich experience from many years serving in police administration|
|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 based on 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 independent external perspective, including enthusiastic provision of opinions and advice 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|
|External Directors (Audit and Supervisory Committee)|
|Yoshihiko Iwasaki||Due to his expertise and rich experience with tax administration along with his advanced 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|
Related Principles of the Corporate Governance Code
The Nomination and Remuneration Committee is consulted to ensure fairness and transparency
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 Chairman and Representative Director is tasked with making 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.
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.
Related Principles of the Corporate Governance Code
Officer Remuneration (Year ended March 31, 2020)
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
|Total of remuneration by type
|Basic remuneration||Performance linked remuneration||Severance|
|Director (excluding Audit and Supervisory Committee and external directors)||385||295||90||-||5|
|Member of Audit and Supervisory Committee (excluding external directors)||21||21||-||-||1|
|Member of Audit and Supervisory Committee (external directors)||31||31||-||-||2|
Note: The above includes one director (not an Audit and Supervisory Committee member) who resigned as of March 31, 2020.
Total amount of consolidated remuneration by director of delivery company
|Total of consolidated remuneration, etc.
|Type of director||Director||Director|
|Type of company||Delivery company||Delivery company|
|Total of consolidated remuneration by type (million yen)|
|Performance linked Remuneration||30||24|
Note: Total consolidated remuneration, etc. is listed only for those with remuneration of 100 million yen or more.