最新 カジノ 初回入金不要ボーナスne Holdings (the "Company") is committed to the continuous enhancement of corporate value by fulfilling its responsibilities to shareholders, customers, society, employees and other stakeholders as set forth in the "最新 カジノ 初回入金不要ボーナスne Group Corporate Philosophy".
For this purpose, the Company hereby establishes a sound and transparent corporate governance system and, as a holding company, recognizes the importance of appropriate control over its Group companies and has formulated the "最新 カジノ 初回入金不要ボーナスne Holdings Fundamental Corporate Governance Policy". In this Policy, the Company defines the rights of shareholders and securing fairness, and the responsibilities 最新 カジノ 初回入金不要ボーナスhe Board of Directors, etc.
Corporate Governance System
The corporate governance system 最新 カジノ 初回入金不要ボーナスhe Company is designed as a hybrid structure whereby the Nomination Committee and Compensation Committee are discretionarily established in addition to the fundamental structure of a company with an Audit & Supervisory Board. The Company believes that the above structure is optimal at this point and in light 最新 カジノ 初回入金不要ボーナスhe following measures taken: the Company determines significant business execution by resolution 最新 カジノ 初回入金不要ボーナスhe Board of Directors and makes high-quality decisions reflecting the insight of Outside Directors and Outside Audit & Supervisory Board Members; Audit & Supervisory Board Members who hold no voting rights at the Board of Directors meeting conduct unbiased and objective audits; and the transparency 最新 カジノ 初回入金不要ボーナスhe decision-making process of nomination and compensation of and for Directors, Audit & Supervisory Board Members, and Executive Officers is ensured by those issues being deliberated at the Nomination Committee and Compensation Committee.
The Board of Directors is responsible for deciding on important matters relating to the execution 最新 カジノ 初回入金不要ボーナスhe Company's business such as determining the Group's business plan and various basic business policies, supervising the performance of individual Directors and establishing an effective internal control system.
Under the articles of incorporation, the number of Directors shall not exceed 15, and 最新 カジノ 初回入金不要ボーナスhese, as a general rule, at least one-third shall be Outside Directors. In addition, Directors are appointed for a term of office of one year and may be re-appointed. In order to ensure the effectiveness 最新 カジノ 初回入金不要ボーナスhe Board of Directors, it shall be a configuration that balances diversity with an appropriate size. As 最新 カジノ 初回入金不要ボーナスhe end of June 2024, the Board of Directors consists of 15 Directors, including 7 Outside Directors.
Audit & Supervisory Board Members, as an independent body entrusted by shareholders, audit the performance of Directors, with the aim of ensuring sound and fair management and accountability. Audit & Supervisory Board Members shall endeavor to conduct a high-quality audit in accordance with the regulations 最新 カジノ 初回入金不要ボーナスhe Audit & Supervisory Board, auditing standards, auditing policies and auditing plans determined by the Audit & Supervisory Board.
The number 最新 カジノ 初回入金不要ボーナスhe Audit & Supervisory Board Members shall be no more than 6 per the Articles of Incorporation, of which the majority shall be Outside Audit & Supervisory Board Members in principle. The Audit & Supervisory Board Members shall be appointed for a term of office of 4 years. The Audit & Supervisory Board Members may be re-appointed. As 最新 カジノ 初回入金不要ボーナスhe end of June 2024, the Audit & Supervisory Board consists of 5 Audit & Supervisory Board Members, of whom 3 are Outside Audit & Supervisory Board Members.
The Company has established the Nomination Committee and the Compensation Committee, which consist mainly of Outside Directors, to raise the transparency 最新 カジノ 初回入金不要ボーナスhe processes for selecting as well as determining compensation for Directors, Audit & Supervisory Board Members and Executive Officers 最新 カジノ 初回入金不要ボーナスhe Company and principal business subsidiaries.
The Nomination Committee shall deliberate on the following matters and otherwise, and report to the Board of Directors: the appointment and dismissal 最新 カジノ 初回入金不要ボーナスhe President & Chief Executive Officer, Directors, Audit & Supervisory Board Members and Executive Officers, the criteria for the appointment and policy for the dismissal 最新 カジノ 初回入金不要ボーナスhe President & Chief Executive Officer, Directors, Audit & Supervisory Board Members and Executive Officers.
The Compensation Committee shall deliberate on the following matters and otherwise and report to the Board of Directors: Evaluation 最新 カジノ 初回入金不要ボーナスhe performance 最新 カジノ 初回入金不要ボーナスhe President & Chief Executive Officer, Directors (full-time) and Executive Officers, the compensation system and the level of compensation for the President & Chief Executive Officer, Directors and Executive Officers, policy for determination of compensation for Directors, Audit & Supervisory Board Members and Executive Officers.
In principle, a majority of members 最新 カジノ 初回入金不要ボーナスhe Nomination Committee and the Compensation Committee respectively shall be from outside the Company, and the chairperson for each 最新 カジノ 初回入金不要ボーナスhese committees shall be elected from among outside members. The status 最新 カジノ 初回入金不要ボーナスhe members is as follows.
Nomination Committee | |
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Chairman | Shinya Katanozaka (Outside Director) |
Members | Emi Osono (Outside Director) |
Kosei Shindo (Outside Director) | |
Tsuyoshi Nagano (Chairman 最新 カジノ 初回入金不要ボーナスhe Board) | |
Satoru Komiya (President & Chief Executive Officer) |
Compensation Committee | |
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Chairman | Nobuhiro Endo (Outside Director) |
Members | Takashi Mitachi (Outside Director) |
Robert Alan Feldman (Outside Director) | |
Haruka Matsuyama (Outside Director) | |
Satoru Komiya (President & Chief Executive Officer) |
Framework Supporting the Corporate Governance System
Directors shall have a deep understanding 最新 カジノ 初回入金不要ボーナスhe Company's business type, possess a wide range of knowledge required for management, and as a member 最新 カジノ 初回入金不要ボーナスhe Board of Directors, have the ability to make decisions that are necessary to determine significant business execution matters. Audit & Supervisory Board Members shall have operational abilities and previous achievements and experience, etc., as Audit & Supervisory Board Members, and through implementation of high quality audits, secure sound and continuous growth 最新 カジノ 初回入金不要ボーナスhe Company, contributing to the establishment of a superior corporate control system that can respond to societal trust.
The presence of Outside Directors ensures effective supervision of director performance by the Board of Directors. In addition, Outside Directors provide advice based on their insight in various fields, thus ensuring an organization that enables appropriate decisions on important matters relating to the execution 最新 カジノ 初回入金不要ボーナスhe Company's business. The presence of Outside Audit & Supervisory Board Members creates an auditing organization with an independent and objective perspective. Moreover, it enhances the effectiveness 最新 カジノ 初回入金不要ボーナスhe Audit & Supervisory Board and ensures an organization that maintains sound, transparent management.
The Company has established conditions for selection and Standards for determining independence (最新 カジノ 初回入金不要ボーナスne Holdings Fundamental Corporate Governance Policy Exhibit) when selecting Outside Officers.
As 最新 カジノ 初回入金不要ボーナスhe end of June 2024, the Company currently has 7 Outside Directors and 3 Outside Audit & Supervisory Board Members, and has determined their independence from the Company with reference to the above criteria. All 10 最新 カジノ 初回入金不要ボーナスhe Outside Directors and Outside Audit & Supervisory Board Members are independent 最新 カジノ 初回入金不要ボーナスhe Company, and thus the Company report them to the Tokyo Stock Exchange as independent directors/audit & supervisory board members.
Name | Reasons for Election | Attendance of board meetings etc. |
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Takashi Mitachi (Outside Director) |
As an Outside Director, he is expected to make recommendations to our Board of Directors and to play a role in exercising an appropriate supervisory function. The reason for appointing him is that he has properly fulfilled this expected role based on his insight as a specialist in business management acquired through many years of experience in a consulting firm and a management role since he was appointed as a Director 最新 カジノ 初回入金不要ボーナスhe Company. | Attended all 12 board of directors’ meetings held during fiscal year 2023. |
Nobuhiro Endo (Outside Director) |
As an Outside Director, he is expected to make recommendations to our Board of Directors and to play a role in exercising an appropriate supervisory function. The reason for appointing him is that he has properly fulfilled this expected role based on his insight as a specialist in business management acquired through many years of experience in a management role since he was appointed as a Director 最新 カジノ 初回入金不要ボーナスhe Company. | Attended all 12 board of directors’ meetings held during fiscal year 2023. |
Shinya Katanozaka (Outside Director) |
As an Outside Director, he is expected to make recommendations to our Board of Directors and to play a role in exercising an appropriate supervisory function. The reason for appointing him is that he has properly fulfilled this expected role based on his insight as a specialist in business management acquired through many years of experience in a management role since he was appointed as a Director 最新 カジノ 初回入金不要ボーナスhe Company. | Attended all 12 board of directors’ meetings held during fiscal year 2023. |
Emi Osono (Outside Director) |
As an Outside Director, she is expected to make recommendations to our Board of Directors and to play a role in exercising an appropriate supervisory function. The reason for appointing her is that she has properly fulfilled this expected role based on her insight into corporate management, acquired through many years of research into corporate strategy, etc., since she was appointed as a Director 最新 カジノ 初回入金不要ボーナスhe Company. | Attended all 12 board of directors’ meetings held during fiscal year 2023. |
Kosei Shindo (Outside Director) |
As an Outside Director, he is expected to make recommendations to Board of Directors and to play a role in exercising an appropriate supervisory function. The reason for appointing him is that he has properly fulfilled this expected role based on his insight as a specialist in business management, acquired through many years of experience in a management, since he was appointed as a Director 最新 カジノ 初回入金不要ボーナスhe Company. | Attended 9 out 最新 カジノ 初回入金不要ボーナスhe 10 board of directors’ meetings held during fiscal year 2023 after assuming the position of director. |
Robert Alan Feldman (Outside Director) |
As an Outside Director, he is expected to make recommendations to Board of Directors and to play a role in exercising an appropriate supervisory function. The reason for appointing him is that he has properly fulfilled this expected role based on his insight acquired through many years of experience as an economist at financial institutions, since he was appointed as a Director 最新 カジノ 初回入金不要ボーナスhe Company. | Attended all 10 board of directors’ meetings held during fiscal year 2023 after assuming the position of director. |
Haruka Matsuyama (Outside Director) |
As an Outside Director, she is expected to make recommendations to Board of Directors and to play a role in exercising an appropriate supervisory function. The reason for appointing her is that she has properly fulfilled this expected role based on her insight regarding corporate legal affairs acquired through many years of experience as an attorney-at-law, since she was appointed as a Director 最新 カジノ 初回入金不要ボーナスhe Company. | Attended all 10 board of directors’ meetings held during fiscal year 2023 after assuming the position of director. |
Akihiro Wani (outside audit & supervisory board member) |
As an Outside Audit & Supervisory Board Member, he is expected to play a role in exercising an appropriate audit function. The reason for appointing him is that since he was appointed as an Audit & Supervisory Board Member 最新 カジノ 初回入金不要ボーナスhe Company, he has properly fulfilled his audit functions and provides valuable advice as a specialist in corporate legal affairs based on his insight acquired through many years of experience as an attorney-at-law. | Attended all 12 board of directors’ meetings and all 12 audit & supervisory board meetings held during fiscal year 2023. |
Nana Otsuki (outside audit & supervisory board member) |
As an Outside Audit & Supervisory Board Member, she is expected to play a role in exercising an appropriate audit function. The reason for appointing her is that since she was appointed as an Audit & Supervisory Board Member 最新 カジノ 初回入金不要ボーナスhe Company, she has properly fulfilled her audit functions and provides valuable advice based on her insight which was acquired through many years of experience as an analyst in financial institutions. | Attended all 12 board of directors’ meetings and all 12 audit & supervisory board meetings held during fiscal year 2023. |
Junko Shimizu (outside audit & supervisory board member) |
As an Outside Audit & Supervisory Board Member, she is expected to play a role in exercising an appropriate audit function. The reason for appointing her is that she was judged to be able to appropriately fulfill this expected role based on her many years of practical experience at financial institutions and her insight gained through research on international finance, etc. | Attended all 10 board of directors’ meetings and all 10 audit & supervisory board meetings held during fiscal year 2023 after assuming the position of audit & supervisory board member. |
(1) Methods of evaluating 最新 カジノ 初回入金不要ボーナスhe effectiveness 最新 カジノ 初回入金不要ボーナスhe Board of Directors
The Company evaluates the effectiveness 最新 カジノ 初回入金不要ボーナスhe Board of Directors once every year in order to further enhance the functionality 最新 カジノ 初回入金不要ボーナスhe Board of Directors. In fiscal year 2023, we conducted questionnaires with all directors and audit & supervisory board members regarding the operation 最新 カジノ 初回入金不要ボーナスhe Board of Directors and the fulfillment of its functions.
Based on the results, etc., the Board of Directors deliberated on the current status 最新 カジノ 初回入金不要ボーナスhe Board of Directors and future actions. The main items 最新 カジノ 初回入金不要ボーナスhe questionnaires were as follows.
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Status 最新 カジノ 初回入金不要ボーナスhe fulfillment of functions 最新 カジノ 初回入金不要ボーナスhe Board of Directors
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Status 最新 カジノ 初回入金不要ボーナスhe management 最新 カジノ 初回入金不要ボーナスhe Board of Directors
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Status of discussions by the Board of Directors
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Size, composition and diversity 最新 カジノ 初回入金不要ボーナスhe Board of Directors
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Operating status 最新 カジノ 初回入金不要ボーナスhe Nomination Committee and the Compensation
Committee We used a third-party to evaluate the effectiveness 最新 カジノ 初回入金不要ボーナスhe Board of Directors in fiscal year 2022, and will continue to do so in the future as necessary.
(2) Results of evaluations 最新 カジノ 初回入金不要ボーナスhe effectiveness 最新 カジノ 初回入金不要ボーナスhe Board of Directors
At the Board of Directors’ meetings, directors and audit & supervisory board members speak actively and engage in free, vigorous and constructive discussions. We evaluate that the Board of Directors is generally fulfilling its functions adequately.
As described below, the directors and audit & supervisory board members have also provided opinions on points for further improvement to effectiveness, and there are plans to take action to address these.
Opinion 1 | It should be ensured that there is more time for discussion on important issues to be discussed by the Board of Directors. |
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Action 1 | Continue to work on setting appropriate agendas and securing time for discussions, including establishing timeslots for meetings 最新 カジノ 初回入金不要ボーナスhe Board of Directors mainly for “Discussions on Corporate Strategy”. |
Opinion 2 | Expand opportunities for outside directors to learn more about 最新 カジノ 初回入金不要ボーナスne Group. |
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Action 2 | In addition to matters we are already working on at present, including holding meetings to exchange opinions with employees of 最新 カジノ 初回入金不要ボーナスne Group, inviting outside directors to participate as observers in internal meetings and training programs, and providing information via e-mail and other means, we will work on further expansion of such opportunities, including securing opportunities for them to visit the Group’s locations. |
The Company provides opportunities for training, as necessary, to Directors, Audit & Supervisory Board Members and Executive Officers to allow them to appropriately fulfill duties required in each respective area.
(1) Total amount of remuneration, etc. for Directors and Audit & Supervisory Board Members
Total amount of remuneration, etc. | Total amount of remuneration, etc. by type | Number of persons to receive remuneration, etc. | |||
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Fixed compensation | Performance linked compensation | Share compensation | |||
Directors | 793 million yen | 424 million yen | 198 million yen | 170 million yen | 18 persons |
Directors (excluding Outside Directors) |
681 million yen | 332 million yen | 198 million yen | 150 million yen | 9 persons |
Outside Directors | 111 million yen | 91 million yen | 20 million yen | 9 persons | |
Audit & Supervisory Board Members | 123 million yen | 123 million yen | 6 persons | ||
Audit & Supervisory Board Members (excluding Outside Audit & Supervisory Board Members) |
72 million yen | 72 million yen | 2 persons | ||
Outside Audit & Supervisory Board Members | 51 million yen | 51 million yen | 4 persons | ||
Total | 916 million yen | 547 million yen | 198 million yen | 170 million yen | 24 persons |
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Notes:
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1.“Number of persons to receive remuneration, etc.” includes 1 director who is not an outside director, 2 outside directors, and 1 outside audit & supervisory board member, who resigned from these positions on the close 最新 カジノ 初回入金不要ボーナスhe 21st Ordinary General Meeting of shareholders held on June 26, 2023.
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2.“Total amount of remuneration, etc.” and “Total amount of remuneration, etc. by type” include an amount paid to the 3 directors and 1 audit & supervisory board member referred to in Note 1 above.
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3.Share compensation includes the amount to be posted as expenses relating to points relating to share delivery trusts granted to other directors as compensation.
(2) Policy on determination of remuneration for Directors and Audit & Supervisory Board Members
The Company shall ensure "transparency," "fairness," and "objectivity" when determining compensation for Directors, Audit & Supervisory Board Members, and Executive Officers.
The following structure shall apply to compensation for Directors, Audit & Supervisory Board Members, and Executive Officers.
Applicable personnel | Fixed compensation | Performance-linked compensation | Stock compensation |
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Directors (Full-Time), Executive Officers |
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Outside Directors, Directors (Part-Time) |
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Audit & Supervisory Board Members |
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*With respect to the component ratios of each type of compensations within the base amount of compensation for Directors and Executive Officers, in principle, the higher their positions, the greater the ratios of performance-linked compensation and stock compensation become.
The purpose of each type of compensation is as described below.
Compensation type | Purpose |
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Performance-linked compensation | Performance-linked compensation reflects the performance of an organization or an individual against the predetermined corporate and individual targets and is introduced to strengthen individuals’ incentives to raise the Company’s corporate value. |
Stock compensation | Stock compensation is linked to the Company’s share price and is introduced to encourage the recipients to fulfill their accountability to shareholders by sharing returns on the Company’s shares with them. |
The Board of Directors shall set the level of compensation for each position held by Directors and Executive Officers according to their responsibilities, while taking into consideration factors such as the business performance 最新 カジノ 初回入金不要ボーナスhe Company and the level of compensation in other companies.
最新 カジノ 初回入金不要ボーナスhe different types of compensation for Directors and Executive Officers, fixed compensation and performance-linked compensation shall be paid monthly, while stock compensation shall be delivered upon resignation.
The Board of Directors shall determine the details of compensation to individual Directors and Executive Officers and other important matters concerning compensation to Directors, Audit & Supervisory Board Members, and Executive Officers. Decisions on any matter requiring consultations with the Compensation Committee shall be made after obtaining opinions 最新 カジノ 初回入金不要ボーナスhe said Committee.
Relations with Shareholders and Other Stakeholders
The Company shall maintain an environment in which voting rights at General Meetings of Shareholders can be appropriately executed. Specific initiatives include issuing the Notice of Convocation well in advance 最新 カジノ 初回入金不要ボーナスhe meeting, scheduling the meeting on days that are not crowded with the shareholder meetings of other companies, and using a website that allows shareholders to exercise their voting rights via the Internet. In addition, the Company shall handle the exercise of voting rights and dividend payments in a fair manner, based on the type and number of shares held.
The Company shall establish Executive Officers in charge of business execution to conduct overall management for dialogue with shareholders and investors, and establish a dedicated department to plan and implement these activities. Toward dialogue with shareholders and investors such as earnings announcements and presentation meetings for investors the dedicated department shall work with other relevant sections to provide accurate and balanced information to shareholders and investors.
The Company, pursuant to its "Insider Trading Prevention Regulations", shall exercise the utmost care with regard to unpublicized information, and shall communicate with shareholders and investors without utilizing any significant unpublicized information.
Regarding business-relationship equities other than unlisted shares and equity investments, etc. made through capital and business alliances, the Company will eliminate such holdings in order to review the Group’s risk portfolio, and allocate capital to solve social issues and toward growth fields, etc.
The Company, at the meetings of its Board of Directors, confirms the appropriateness 最新 カジノ 初回入金不要ボーナスhe purposes for holding the shares of domestic listed companies that domestic insurance subsidiaries 最新 カジノ 初回入金不要ボーナスhe Company hold as business-related equities, such as strengthening medium-to-long term transaction relationships, and reviews risks and returns associated with holding such shares on an individual basis as well as the portfolio as a whole. Through these initiatives, the Company confirms the economic rationality of holding the business-related equities. The economic rationality is determined by comparing ROR (Return On Risk)* calculated from the risk and return of holding such shares with the Company’s cost of capital.
At the meeting of its Board of Directors held in October 2023, the Company reviewed the economic rationality as 最新 カジノ 初回入金不要ボーナスhe end of March 2023, and confirmed that ROR 最新 カジノ 初回入金不要ボーナスhe whole portfolio is above the cost of capital. In addition, for individual companies whose ROR is less than the cost of capital, the Company works to improve returns through dialogue, etc.
In addition, in accordance with the standards for exercising the voting rights of business-related equities, if it is considered that a certain agenda may damage corporate value, the Company shall decide on whether to approve it through a careful examination.
The Company shall define the "最新 カジノ 初回入金不要ボーナスne Group Corporate Philosophy", and respond to the trust of shareholders through global business expansion that incorporates profitability, growth and soundness, providing safety and security to customers, and establishing a corporate environment that encourages creativity from employees. Through contributing to the development of society on a wide scale, the Company shall work to perpetually enhance its corporate value.
Appropriate Information Disclosure and Securing 最新 カジノ 初回入金不要ボーナスransparency
The Company shall define the "Disclosure Policy of the 最新 カジノ 初回入金不要ボーナスne Group", and with the aim of securing transparency and fairness in management, shall conduct appropriate and timely disclosure regarding financial information such as business results, etc., and non-financial information such as corporate philosophy and business plans.
Corporate Governance Report
The Company complies with all principles 最新 カジノ 初回入金不要ボーナスhe Corporate Governance Code (including the principles for companies listed on the Prime Market).