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IR Top Page > Management Objectives > Corporate Governance

Corporate Governance

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: 1.05MB) (June 22, 2021)

Open HTML version HTML format

(as of June 24, 2021)

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 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

Name Reasons for selection
External Directors
Toru Muranaka The Company appointed him as External Director given that, although he has never participated in the management of companies other than by serving as External Director and External Corporate Auditor, he is a lawyer specializing in such fields as the Companies Act and the Financial Instruments and Exchange Act with a high level of expertise as well as broad insight and knowledge, and he has been giving recommendations and counsel on such matters as legitimacy and validity from an expert’s perspective, and is expected to contribute to the enhancement of audit and supervision of the Board of Directors from legal and other viewpoints. He is clear on the independence checks defined by the Tokyo Stock Exchange. Accordingly, the Company determines that he is unlikely to have a conflict of interest with general shareholders, and files him as an independent director to the Tokyo Stock Exchange. He is a member of Legal Professional Corporation (LPC) Dai-Ichi Law Office, with which the Company has entered into legal counsel agreement. Since the total amount involved in transactions between the two parties on an annual basis accounts for less than one (1) % of consolidated net sales of either party and less than ¥10 million, the Company made judgment that such agreement does not affect the independence of External Director as he meets the criteria laid down by the Company.
Yutaka Mizukoshi The Company appointed him as External Director given that he has expertise in management analysis, formulation of management strategy, etc. stemming from many years of experience in and knowledge of the consultancy business and has proactively been giving his opinions and making proposals from an independent standpoint based on his deep insight into economic trends and his international sensibility, and is thus expected to contribute to the enhancement of audit and supervision of the Board of Directors from an outsider's perspective. He is clear on the independence checks defined by the Tokyo Stock Exchange. Accordingly, the Company determines that he is unlikely to have a conflict of interest with general shareholders, and files him as an independent director to the Tokyo Stock Exchange.
Wataru Kotani Mr. Wataru Kotani has never participated in company management but has engaged in police administration for many years and has a broad range of expertise and extensive experience in the fields of IT security and law in general. The Company has appointed him as External Director since it is expected that he will contribute to stronger audit and supervision of the Board of Directors by, for example, providing the management of the Company with recommendations and advice with a view to ensuring proper risk management and legal compliance from an impartial and objective perspective. He is clear on the independence checks defined by the Tokyo Stock Exchange. Accordingly, the Company determines that he is unlikely to have a conflict of interest with general shareholders, and files him as an independent director to the Tokyo Stock Exchange.
External Directors (Audit and Supervisory Committee)
Yoshihiko Iwasaki The Company appointed him as External Director and a member of the Audit and Supervisory Committee given that, although he has never participated in the management of companies other than by serving as External Director and External Corporate Auditor, he has financial and accounting knowledge in addition to expertise and a wealth of experience in tax administration, and is thus expected to contribute to the enhancement of audit and supervision of the Board of Directors in the light of his expertise with giving counsel, advice, etc. from an outsider's perspective. He is clear on the independence checks defined by the Tokyo Stock Exchange. Accordingly, the Company determines that he is unlikely to have a conflict of interest with general shareholders, and files him as an independent director to the Tokyo Stock Exchange.
Makoto Matsuo The Company appointed him as External Director and a member of the Audit and Supervisory Committee, although he has never participated in the management of companies other than by serving as External Director and External Corporate Auditor, since he actively engages in the legal community based on a high level of professional knowledge and a wide range of insight as a lawyer, is acquainted with the business world through abundant experience accumulated through his career as external officer of numerous listed companies, and delivers guidance and advice from legal and other viewpoints at the Board of Directors and the like. He is expected to contribute to the enhancement of audit and supervision of the Board of Directors with his professional legal knowledge. He is clear on the independence checks defined by the Tokyo Stock Exchange. Accordingly, the Company determines that he is unlikely to have a conflict of interest with general shareholders, and files him as an independent director to the Tokyo Stock Exchange. He is a partner lawyer of Momoo Matsuo & Nanba with which the Company has entered into legal counsel agreement. Since the total amount involved in transactions between the two parties on an annual basis accounts for less than one (1) % of consolidated net sales of either party and less than ¥10 million, the Company made judgment that such agreement does not affect the independence of External Director as he meets the criteria laid down by the Company.

Officer Remuneration

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

i. The policy for determining the remuneration, etc., of directors on an individual basis is as follows:

In setting the policy for determining the remuneration, etc., of the Company's directors (the policy, below) on an individual basis, based on the deliberation held and advice given by the Nomination and Remuneration Committee (comprising a majority of external directors and chaired by an external director), the Board of Directors determined the following at the January 28, 2021 Board of Directors meeting.

ii. Summary of the policy for determining the remuneration etc., of directors

a. Policy for determining the remuneration, etc., of directors other than directors who serve as members of the Audit and Supervisory Committee

For the purpose of ensuring its transparency and fairness, the remuneration, etc., of the Company's directors (excluding directors who serve as members of the Audit and Supervisory Committee) is determined by the Board of Directors based on the deliberation held and advice given according to the policy below by the Nomination and Remuneration Committee (comprising a majority of external directors and chaired by an external director) in response to the Board of Directors' request to the Nomination and Remuneration Committee for advice.

a) Base remuneration for directors other than directors who serve as members of the Audit and Supervisory Committee

  • Monthly remuneration shall be fixed in amount, i.e., fixed remuneration.
  • Remuneration shall be in the amount deemed reasonable after taking into consideration each director's position, his/her job responsibilities, how long he/she has been in office, whether he/she is an executive director or non-executive director and other such factors and evaluating his/her performance as an individual.

b) Performance-linked remuneration, etc., for directors (excluding external directors and directors who serve as members of the Audit and Supervisory Committee)

Performance-linked remuneration, etc., for directors (excluding external directors and directors who serve as members of the Audit and Supervisory Committee) is based on short-term performance-linked remuneration in the form of bonus payment in cash for a single fiscal year. The Board of Directors requests the Nomination and Remuneration Committee (comprising a majority of external directors and chaired by an external director) for advice, and in response, the Nomination and Remuneration Committee performs an evaluation according to the following criteria based on the Company's management goal of "stable profit growth" and deliberates and advises on the draft plan, based on which the Board of Directors determines such performance-linked remuneration, etc.

  • Net profit attributable to the parent in the black on a single fiscal year basis
  • Year-on-year increase in consolidated operating income
  • Multi-year consecutive increase in consolidated operating income
  • Evaluation of operations that the relevant director is in charge of

Furthermore, the percentage of remuneration, etc., for directors (excluding external directors and directors who serve as members of the Audit and Supervisory Committee) is set based on the above items, within the limit of the bonus payment for a single fiscal year which is capped at 50% of the annual base remuneration amount, in addition to monthly remuneration (i.e., base remuneration).

The consolidated operating profit for the consolidated fiscal year ended March 31, 2021—which in the prior consolidated fiscal year was 22,827 million yen—was 34,596 million yen (a 51.6% increase year-over-year), and net income attributable to owners of the parent was 24,923 million yen.

b. Policy for determining the remuneration, etc., of 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.

(2) Matters concerning the resolution of the Ordinary General Meeting of Shareholders on the remuneration, etc., of directors

It was resolved at the 37th Ordinary General Meeting of Shareholders held June 17, 2016 that the remuneration amount for directors (excluding members of the Audit and Supervisory Committee) shall not exceed 550 million yen annually (of those who are external directors the remuneration amount shall not exceed 50 million yen annually). The number of directors (excluding members of the Audit and Supervisory Committee) at the time the said Ordinary General Meeting of Shareholders concluded was seven (of which three were external directors).

Further, it was resolved at the same Ordinary General Meeting of Shareholders that the renumeration amount for directors who serve as members of the Audit and Supervisory Committee shall not exceed 100 million yen annually (of those who are external directors who serve as members of the Audit and Supervisory Committee the remuneration amount shall not exceed 50 million yen annually). The number of directors who served as members of the Audit and Supervisory Committee at the time the said Ordinary General Meeting of Shareholders concluded was five (of which three were external directors who served as members of the Audit and Supervisory Committee).

(3) Reasons for the Board of Directors’ decision that the content of the remuneration etc., of individual directors shall follow the policy for determining the remuneration etc., of directors

For the purpose of ensuring transparency and fairness in determining the content of remuneration, etc., of the Company's directors on an individual basis, based on the deliberation held by the Nomination and Remuneration Committee to examine matters including consistency with the policy, and based on consultation with the same committee to keep the amount within the limit approved at the Ordinary General Meeting of Shareholders, and given its decision to respect the findings of the same committee, the Board of Directors determined that the content would follow the policy.

However, the individual renumeration etc., of directors who serve as members of the Audit and Supervisory Committee is determined through consultation with each of the directors who serve as members of the Audit and Supervisory Committee.

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 Performance linked remuneration Severance Non-monetary
remuneration etc.,
included in "Severance"
Director (excluding Audit and Supervisory Committee and external directors) 393 261 131 - - 4
Member of Audit and Supervisory Committee (excluding external directors) 21 21 - - - 1
External directors 34 34 - - - 3
Member of Audit and Supervisory Committee (external directors) 32 32 - - - 2

Note: It was resolved at the 30th Ordinary General Meeting of Shareholders held on June 17, 2009 to abolish the Company’s retirement gratuities system for directors and instead pay a lump sum; as of the end of the fiscal year ended March 31, 2021, the planned total amount of these lump sums to be paid to two directors (excluding members of the Audit and Supervisory Committee) and one director who is a member of the Audit and Supervisory Committee is 338 million yen.

Total amount of consolidated remuneration by director of delivery company

Name Kenzo
Tsujimoto
Haruhiro
Tsujimoto
Total of consolidated remuneration, etc.
(million yen)
150 120
Type of director Director Director
Type of company Delivery company Delivery company
Total of consolidated remuneration by type (million yen)
Basic remuneration 100 80
Performance linked Remuneration 50 40
Severance - -
Non-monetary remuneration etc.,
included in "Severance"
- -

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