sportsbook ag,top betting picks,casino royale megashare,Corporate Governance
As of November 5, 2021
The bat365 login Group Vision is to provide new value to society and solve social issues by enabling "living in health and comfort" and "harmony with the natural environment" under the Group Mission of "contributing to life and living for people around the world." With this as a base, the Company aims to contribute to society, achieve sustainable growth, and enhance corporate value over the medium to long term by promoting innovation and creating synergy through integration of various businesses. The Company continues to pursue optimal corporate governance as a framework to make transparent, fair, timely, decisive, and appropriate decision-making in accordance with changes in the business environment.
While taking proper measures to secure shareholders' rights, the Company develops a proper environment for exercise of shareholders' rights including paying attention to foreign shareholders and minority shareholders and providing information necessary for the exercise of rights accurately and in a timely manner.
The Group Vision of the Company is to provide new value to society and solve social issues by enabling "living in health and comfort" and "harmony with the natural environment" for people around the world, and the Company works to facilitate cooperation with its stakeholders.best-football-betting-sites
The Company, in addition to disclosure required by laws and regulations, actively provides information to various stakeholders including financial information such as financial position and operating results, management strategy/issues, and non-financial information concerning risks and governance, etc.betzela
In order to achieve sustainable growth, enhance medium to long term corporate value, and increase earnings ability and capital efficiency, the Board of Directors of the Company presents the overall direction of its management strategy, develops an environment to support risk-taking by the management, and effectively oversees the business management of the Company from an independent and objective standpoint, based on the fiduciary responsibility and accountability to shareholders.
The Company develops a system to have a constructive dialog with shareholders/investors and actively promotes such dialog.
|No. of meetings held||Average attendance||Main subjects of agenda|
|Board of Directors||14||98%
(Directors and Audit & Supervisory Board Members)
|Nomination Advisory Committee*||3||100%
|Remuneration Advisory Committee*||4||100%
|Audit & Supervisory Board||18||96%
(Audit & Supervisory Board Members)
- * The Nomination Advisory Committee and Remuneration Advisory Committee are comprised of the 3 Outside Directors and Representative Directors Hideki Kobori and Shigeki Takayama as members, with the Nomination Advisory Committee and the Remuneration Advisory Committee chaired by Outside Director Tsuyoshi Okamoto.
In selecting candidates for Directors, the Company chooses persons with deep insight and excellent skills suitable for Directors. For inside Directors, the Company chooses those with expertise, experience and skills in the required field as candidates. Meanwhile, for Outside Directors, the Company chooses as candidates corporate executives, academic experts, and former civil servants with abundant experience, expecting objective oversight of management based on their deep insight.
To further increase the objectivity and transparency of the nomination of candidates for Directors, the Company has established the Nomination Advisory Committee whose members mainly comprise outside Directors. This committee is involved in the examination of the composition and size of the Board of Directors and the nomination policy for officers and provides advice.
In order to achieve sustainable growth and improve corporate value over the medium to long term, the Company considers the makeup of the Board of Directors, paying attention to the diversity of knowledge, experience, and abilities, so that it can supervise and audit the execution of operations at the Group, which runs a wide variety of businesses. In particular, in order to realize multifaceted deliberation in the Board of Directors by reflecting the high sensitivity that swiftly tracks changes in the social environment surrounding the Group and perspectives of external stakeholders, as well as the knowledge cultivated through the practice of corporate management, the Company believes that it is essential that there be diversity in the fields of expertise and experience of Outside Directors and Outside Audit & Supervisory Board Members, who have standpoints that are independent of the Group.
|Corporate Management||Finance & Accounting||Legal Affairs & Intellectual Property||Environment & Society|
|Outside Directors||Tsuneyoshi Tatsuoka||★||★|
|Outside Audit & Supervisory Board Members||Akio Makabe||★||★|
The Board of Directors of the Company conducts regular evaluations of its own effectiveness through discussion in the Board of Directors, having collected questionnaires from Directors and Audit & Supervisory Board Members after the end of each fiscal year. The main measures implemented in fiscal 2020 and issues recognized for the future are as follows:
The Board of Directors of the Company implemented the following measures in fiscal 2020 based on evaluation of the previous fiscal year.
- (1) Enhanced agenda items
The Board of Directors more frequently discussed agenda items relating to medium- to long-term management issues, such as the management of business portfolio, initiatives for promoting sustainability, and support for digital transformation, in an effort to effectively supervise these issues in the Board of Directors.
- (2) Enhanced provision of information to Outside Directors and Outside Audit & Supervisory Board Members
The Board of Directors secured opportunities for visits to the Group's sites, which had been conducted regularly, while taking measures to prevent the spread of COVID-19. Meanwhile, preliminary briefings for Board of Directors resolutions were expanded in order to facilitate deeper discussion on the days of its meetings by utilizing online meetings.
- (3) Improved committee operations
The Board of Directors decided that an Outside Director shall chair the Nomination Advisory Committee, in addition to the Remuneration Advisory Committee. Furthermore, the Board of Directors entrusted the Remuneration Advisory Committee with deciding the individual performance-linked remuneration portion of remuneration for Directors. These changes have improved the independence, objectivity, and transparency of the decision-making process for the nomination and remuneration of Directors and Audit & Supervisory Board Members.
Based on measures implemented in fiscal 2020, the Board of Directors has confirmed a common awareness of the following issues for the future.
- (1) Enhancing agenda items
Further expanding discussions on medium- to long-term management issues in the Board of Directors, and reviewing the criteria for bringing agenda items as necessary
- (2) Reviewing corporate governance in line with the next medium-term management initiative
Reassessing the makeup, size, and skill requirements of the Board of Directors in line with the next medium-term management initiative
- (3) Miscellaneous
Methods for evaluating the effectiveness of the Board of Directors, expanding the cooperation among Outside Directors and Outside Audit & Supervisory Board Members, etc.
|Fixed base remuneration||Performance-linked remuneration||Stock-based remuneration|
- Performance-linked remuneration → commitment to results
- Stock-based remuneration → perspective of shareholders
- Note: Outside Directors receive fixed base remuneration only
|Classification||Amount Paid (¥ million)||Breakdown by remuneration type (¥ million)||Number of Directors and Audit & Supervisory Board Members Paid|
|Basic remuneration||Performance-linked remuneration||Stock-based remuneration|
|(of which Outside Directors)||48||48||－||－||3|
|Audit & Supervisory Board Members||132||132||－||－||5|
|(of which Outside Audit & Supervisory Board Members)||45||45||－||－||3|
As one of the corporate governance mechanisms to ensure that the Group can achieve sustainable growth and enhance corporate value over the medium to long term, the Company has sought advice of the Remuneration Advisory Committee on the decision-making policy pertaining to the contents of remuneration, etc. for individual Directors (hereinafter, the "Decision-making Policy"). Respecting the contents of the reports thereof, the Board of Directors has made a resolution on the Decision-making Policy as follows.
The remuneration for Audit & Supervisory Board Members consists of fixed remuneration, since the performance-linked remuneration system is not applied in the remuneration for them. Individual remuneration amounts are determined through discussions with Audit & Supervisory Board Members.
- 1. Basic policy
Remuneration of Outside Directors, who have a position of independence with respect to management of the Company, is comprised solely of fixed basic remuneration at a level determined in consideration of third-party survey data, in order to secure a high degree of independence unaffected by short-term earnings fluctuations.
The remuneration system for Directors with executive responsibilities, who are the senior management, combines performance-linked remuneration together with stock-based remuneration as nonmonetary remuneration, in addition to fixed basic remuneration which serves a basic livelihood, in order to provide incentives tied to earnings and management strategy, with levels of remuneration amounts and proportions of types of remuneration adjusted as appropriate for each role according to management strategy and tasks, in consideration of third-party survey data.
To ensure the optimal way of remunerating Directors and design of the remuneration system, the Board of Directors and the Remuneration Advisory Committee regularly deliberate and continually confirm appropriateness and make improvements.
- 2. Policy for determining timing and conditions of remuneration
Considering the purpose of each type of remuneration, fixed basic remuneration is provided monthly as it serves as a basic livelihood, performance-linked remuneration is provided monthly as it serves as a constant incentive, and stock-based remuneration is provided to relevant Directors at the time they retire both as Director and as officer of the Group as it serves to bring medium-to-long-term alignment with shareholders' perspective.
- 3. Policy for determining each individual's basic remuneration (monetary remuneration)
Amounts of basic remuneration for Directors are determined through comprehensive consideration in accordance with rank and responsibility taking account of other companies’ levels and the Company’s earnings.
- 4. Policy for determining content of performance-linked remuneration and nonmonetary remuneration as well as method of calculating amounts and numbers thereof
Performance-linked remuneration, which comprises a part of remuneration for Directors with executive responsibilities, combines both achievement of financial targets including asset efficiency to provide incentives tied to earnings and management strategy as management leaders together with achievement of nonfinancial targets including individual targets including progress on sustainability.
Performance-linked remuneration is calculated based on comprehensive judgment based on achievement of financial targets such as consolidated net sales, operating income, ROA, etc., together with achievement of individually set targets including progress on sustainability. Standards for financial incentives are selected as appropriate for clear and objective evaluation based on earnings results together with the perspective of awareness for increased asset efficiency.
The formula required to calculate individual performance-linked remuneration is outlined as follows.
[Formula required to calculate individual performance-linked remuneration]
A portion of remuneration for Directors with executive responsibilities is the provision of shares of the Company's stock as nonmonetary remuneration. To reinforce a common perspective with shareholders including both the benefits of share price increases and the risk of share price decreases, a stock-based remuneration system was adopted at the 126th Ordinary General Meeting of Shareholders on June 28, 2017, whereby a trust established by the Company acquires shares of the Company and grants them to eligible Directors. Based on the Share Grant Regulations adopted by the Board of Directors, eligible Directors are conferred points in accordance with their rank, etc. (maximum of 100,000 points per fiscal year) and the Company’s shares are granted to eligible Directors corresponding to the accumulated number of points at the time of their retirement as Director and as officer of the Group (one share of stock per point).
The proportion of basic remuneration, performance-linked remuneration, and stock-based remuneration for each Director with executive responsibilities is determined to provide an appropriate incentive in accordance with management strategy and management tasks, with consideration given to the level obtained from third-party survey data.
The proportion of basic remuneration, performance-linked remuneration, and stock-based remuneration for each Director with executive responsibilities is generally 6:3:1, with performance-linked remuneration being 0% to 200%, according to evaluation, of a basic amount based on rank. However, the Board of Directors and the Remuneration Advisory Committee regularly deliberate on the appropriateness of this, and improvement is made based on continual confirmation of appropriateness.
Among remuneration of each individual Director, determination of the amount of performance-linked remuneration is entrusted to the Remuneration Advisory Committee based on a resolution of the Board of Directors, with the Remuneration Advisory Committee being authorized to confirm the reasonableness and appropriateness of the evaluation of the achievement of targets by each Director with executive responsibilities as proposed by the President & Director, and to determine remuneration amounts for individual Directors by applying this evaluation to the framework formula determined by the Board of Directors.
To ensure the appropriate use of this authorization, the Remuneration Advisory Committee is comprised of a majority of Outside Directors, and it regularly reports to the Board of Directors on the process of the above confirmation and determination.
Regarding determination of basic remuneration and stock-based remuneration for individual Directors, the Board of Directors requests deliberation from the Remuneration Advisory Committee and makes a determination based on ample consideration of the result of deliberation by the Remuneration Advisory Committee.
Fixed basic remuneration by rank is paid upon determination of the amount by the Board of the Directors. Stock-based remuneration is granted to eligible Directors when certain conditions are met, corresponding to points conferred to each Director based on the Share Grant Regulations adopted by the Board of Directors.
In determining that Outside Directors and Outside Audit & Supervisory Board Members are independent, the Company ensures that they do not correspond to any of the following and that they are capable of performing their duties from a fair and neutral standpoint.
- 1. A person who conducts business on behalf of the Group (Executive Directors, Executive Officers, Operating Officers, employees, etc.) or a person who has done so over the last 10 years
- 2. A company or a person who executes the businesses thereof whose major business partner is the Group (an entity with more than 2% of its annual consolidated net sales coming from the Group)
- 3. A major business partner of the Group (when payments by this partner to the Group account for more than 2% of the Company's annual consolidated net sales or when the Company borrows money from such partner amounting to more than 2% of the Company's consolidated total assets) or a person who executes the businesses thereof
- 4. A person who receives a large amount of money or other financial gain (¥10 million or more in one year) from the Group as an individual other than remuneration for being a Director/Audit & Supervisory Board Member of the Company
- 5. A company which receives a large amount of donations or aid (¥10 million or more in one year) from the Group or a person who executes the businesses thereof
- 6. A main shareholder of the Group (a person/company who directly or indirectly owns 10% or more of all voting rights of the Company) or a person who executes the businesses thereof
- 7. A person who executes the businesses of a company which elects Directors/Audit & Supervisory Board Members/employees of the Group as Directors/Audit & Supervisory Board Members
- 8. An Independent Auditor of the Group or any staff thereof
- 9. A person who has fallen into any of the categories 2 through 8 above over the last three years
- 10. A person who has a close relative (spouse, relative within the second degree of kinship, or those with whom they share living expenses) who falls under any of the categories 1 through 8 above, provided that "a person who executes businesses thereof" in 1, 2, 3, 5, 6, and 7 above shall be replaced with "an important person who executes the businesses thereof (Executive Directors and Executive Officer, etc.)"
- For internal audits of business execution, the company has established an Internal Audit Department, reporting directly to the President. The Internal Audit Department formulates an annual audit plan according to the Company's Basic Regulation for Internal Audits, and conducts an audit of the Group under the approval of the President.
- As for audits by Audit & Supervisory Board Members, each Audit & Supervisory Board Member audits the execution of duties of Directors by attending meetings of the Board of Directors and examining the status of execution of operations based on the audit policy stipulated by Audit & Supervisory Board. To support the function of the Audit & Supervisory Board, the Company has established an Audit & Supervisory Board Members Office.
- PricewaterhouseCoopers Arata LLC is contracted as the Independent Auditors to perform financial audits according to the Companies Act and Financial Instruments and Exchange Act.
- Mutual cooperation between the Internal Audit Department, Audit & Supervisory Board, and Independent Auditors is reinforced through periodic liaison meetings of the Internal Audit Department, Audit & Supervisory Board, and Corporate Auditors of core operating companies, etc. During these meetings, the effectiveness of the Group's internal control system for legal compliance and risk management is reviewed. In addition, the Audit & Supervisory Board confirms the audit plan with the Independent Auditors and receives reports of the results of audits on the Group at the end of the quarterly consolidated accounting period and at the end of the annual consolidated accounting period.