English Translation
This is a translation of the original release in Japanese. In the event of any discrepancy, the original release in Japanese shall prevail.
CORPORATE GOVERNANCE
Corporate Governance Report
CyberAgent, Inc.
Latest Revision: December 20, 2019
Company: | CyberAgent, Inc. |
Representative: | Susumu Fujita, |
Representative Director and | |
President | |
Inquiries: | IR&SR Division |
Securities Code: | 4751 |
URL: | https://www.cyberagent.co.jp/en/ |
The following is an overview of corporate governance at CyberAgent, Inc.
- Basic Policy, Capital Structure, Corporate Attributes and Other Basic Information
1. Basic Policy
The CyberAgent Group makes efforts to improve its corporate value under our vision of "To create the 21st century's leading company."
While recognizing that thoroughgoing corporate governance is essential for expanding business, the Group takes measures so that its corporate activities comply with laws, regulations, social norms, ethics.
In order to respect the positions of stakeholders and fulfill corporate social responsibility, the Group produced the "CyberAgent Mission Statement" for the purposes of not only following laws and regulations, but also establishing corporate ethics, and strives to improve the morals of executives and employees.
[Reasons for Not Implementing Principles of Corporate Governance Code] Updated
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Principle 4-1-2: CyberAgent (the Company) operate businesses in the Internet industry, which the business environment and technologies are changing rapidly. Therefore, instead of producing medium to long-term management plans, we explain our medium to long-term management strategies continuously through IR activities to promote the understanding of shareholders and investors.
[Disclosure Based on the Principles of the Corporate Governance Code] Updated
Principle 1-4: If business tie-ups are expected to be cemented, the Company may hold the Strategic- Shareholdings. As for the exercise of voting rights of such strategically held shares, we will examine the content of each bill and deal with it properly.
Principle 1-7: With regard to all transactions, including the ones between related parties, our "regulations for the board of directors," "rules for authority," etc. set forth appropriate systems and procedures according to the scale and importance of each transaction. Each conflicting interest transaction of directors requires the approval of the board of directors pursuant to law, and the results of the transaction are reported at a meeting of the board of directors.
Principle 2-6: The Company does not adopt the corporate pension funds.
- 1 -
English Translation
This is a translation of the original release in Japanese. In the event of any discrepancy, the original release in Japanese shall prevail.
CORPORATE GOVERNANCE
Principle 3-1:
- Our vision, management strategies, etc. are disclosed in the financial reports and the Company's website.
- Our basic policy for corporate governance is written on our website, corporate governance reports, and securities reports.
- Regarding the amount of remuneration of each director (excluding a member of the Audit and Supervisory Committee), the Board of Directors consults the Remuneration Advisory Committee as needed. Based on the report, it will be determined by the Representative Director, who is entrusted from the Board of Directors within the limit of remuneration, which is approved at the general meeting of shareholders.
The amount of remuneration of each director who is a member of the Audit and Supervisory Committee are determined through consultation by directors who are members of the Audit and Supervisory Committee.
4. As per the company's Articles of Incorporation, the company's Board of Directors comprises no more than 15 members. CyberAgent's fundamental approach is for the Board of Directors to have the necessary and appropriate number of persons to ensure constructive discussion at Board of Director meetings, while also giving due consideration to a proper balance of knowledge, experience, and ability concerning each business.
When determining the candidates for Directors, the Board of Directors consults the Nomination Advisory Committee as needed. Based on the report, we appoint capable persons who possess broad perspectives and experience, demonstrate management strengths in their respective fields, have outstanding leadership and management skills, and bring a keen business sense and ambition to improve the corporate value of the Group.
As for the candidates for Directors who will also serve as Audit and Supervisory Committee members, under the consent of the Audit and Supervisory Committee, we select those who have sufficient expertise, experience, insight, and independence to carry out audits and supervisory duties appropriately.
With regard to outside directors, in addition to meeting external requirements under Japan's Companies Act, our selections are based on the candidate who also has the qualifications of an independent director as set by the Tokyo Stock Exchange, and meets criteria that deem them as posing no risk in terms of conflict of interest with ordinary shareholders. If a director violates the law or the articles of incorporation or has difficulty in accomplishing the job, the company's Board of Directors will make a comprehensive judgment with considering the outside directors' opinion about his/her removal.
5. The reasons for nominating each director candidate are disclosed through the convocation notice of a general meeting of shareholders.
Principle 4-1-1: The board of directors decides the execution of each business specified as items to be decided by the board of directors in the "regulations for the board of directors," "rules for authority," etc. For the execution of other businesses, the management is entrusted with decision making for them in accordance with the "rules for authority."
Principle 4-9: the Company selects independent external directors in accordance with the independence criteria specified by Tokyo Stock Exchange. The board of directors select those who understand the business administration and corporate value of our company, are independent of the management of our company, and are expected to contribute to constructive discussions in the board of directors, as candidate external directors.
- 2 -
English Translation
This is a translation of the original release in Japanese. In the event of any discrepancy, the original release in Japanese shall prevail.
CORPORATE GOVERNANCE
Principle 4-11-1: The number of members of the board of directors of our company shall be up to 15 (of which members of the Audit and Supervisory Committee are limited to three), as set forth in the Articles of Incorporation. We nominate candidates with full attention to the balance between knowledge and experience in our business and capability of each member, as well as diversity. The Company appointed 15 directors (in which 14 directors are male, 1 director is female).
Principle 4-11-2: Concurrent positions of Directors (include Audit and Supervisory Committee members) are disclosed in the Notice of annual general shareholders' meetings, Securities Reports, and Corporate Governance Reports.
Principle 4-11-3: We conducted a questionnaire survey about the effectiveness of the board of directors targeted at directors include Audit and Supervisory members at the end of September 2019. The results of the survey showed that deliberations are made with sufficient time secured for the Board meeting. Each director are in close communication with the outside directors. They do not only stick to their own responsibilities but make appropriate decisions which will contribute to the company-wide business expansion, concentration and selection, enhancing enterprise value based upon discussions about budget, performance forecast and risk factors which can affect business and management.
Also, there is no problem in regard to the number of times the Board of Directors being held, the scope and quantity of the proposals being submitted, and the content of materials.
Principle 4-14-2: We hold compliance training sessions for all appointed directors to help them acquire the necessary knowledge for fulfilling their roles and duties.
Principle 5-1: We recognize that in order to achieve sustainable growth and improve enterprise value in the medium to long term, it is essential to have active dialogues with investors, including shareholders, and reflect their opinions and requests in our business administration. We developed an IR system, in which the representative director and managing director in charge of corporate function take central roles and the IR&SR Division serves as a contact point, for responding to inquiries from shareholders and other investors.
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English Translation
This is a translation of the original release in Japanese. In the event of any discrepancy, the original release in Japanese shall prevail.
CORPORATE GOVERNANCE
2. Capital Structure
Ratio of Shares Held by Foreigners | More than 30% | ||||||
[Major Shareholders] | |||||||
Updated | |||||||
Name or Designation | Number of Shares Held | Shareholding Ratio | |||||
(Shares) | (%) | ||||||
Susumu Fujita | 25,909,600 | 20.56 | |||||
The Master Trust Bank of Japan, Ltd. (trust account) | 10,480,800 | 8.32 | |||||
Japan Trustee Services Bank, Ltd. (trust account) | 7,366,849 | 5.85 | |||||
NORTHERN TRUST CO. (AVFC) SUB A/C NON | 6,397,126 | 5.08 | |||||
TREATY | |||||||
THE BANK OF NEW YORK MELLON 140051 | 3,225,400 | 2.56 | |||||
Japan Trustees Services Bank, Ltd. (Trust Account 5) | 2,201,400 | 1.75 | |||||
STATE STREET BANK AND TRUST COMPANY | 1,977,937 | 1.57 | |||||
505225 | |||||||
SSBTC CLIENT OMNIBUS ACCOUNT | 1,947,680 | 1.55 | |||||
MSIP CLIENT SECURITIES | 1,906,932 | 1.51 | |||||
GOLDMAN SACHS INTERNATIONAL | 1,875,913 | 1.49 | |||||
Controlling Shareholders (excluding parent | - | ||||||
company) | |||||||
Parent Company | - | ||||||
3. Corporate Attributes | |||||||
Stock Exchange Listings and Market Classification | First Section, Tokyo Stock Exchange | ||||||
Fiscal Year-end | September | ||||||
Industry | Service | ||||||
Number of Employees as of Previous Fiscal | 1,000 or more | ||||||
Year-End (Consolidated) | |||||||
Total Trading Transactions in Previous Fiscal Year | More than 100 billion yen and less than 1 trillion yen | ||||||
(Consolidated) | |||||||
Number of Consolidated Subsidiaries | More than 100 and less than 300 |
- Policy for Measures to Protect Minority Shareholders When Conducting Transactions with Controlling Shareholder
N.A. - Other Exceptional Circumstances that May Have a Material Impact on Corporate Governance N.A.
- 4 -
English Translation
This is a translation of the original release in Japanese. In the event of any discrepancy, the original release in Japanese shall prevail.
CORPORATE GOVERNANCE
Overview of Business Management Organization and Other Corporate
- Governance Systems Related to Managerial Decision-Making, Business Execution, and Management Supervision
1. Items Related to Organizational Structure and Operations, etc.
Form of Organization | Company with Audit and Supervisory Committee | |||||||||||||||
[Directors] | ||||||||||||||||
Number of Directors Stipulated in Articles of | 15 | |||||||||||||||
Incorporation | ||||||||||||||||
Term of Office for Directors Stipulated in Articles of | 1 year | |||||||||||||||
Incorporation | ||||||||||||||||
Chairman of the Board of Directors | President | |||||||||||||||
Number of Directors | 15 | |||||||||||||||
Election of Outside Directors | Elected | |||||||||||||||
Number of Outside Directors | 3 | |||||||||||||||
Number of Outside Directors Designated as | 3 | |||||||||||||||
Independent Director | ||||||||||||||||
Relationship with the Company (1) | ||||||||||||||||
Name | Attributes | Relationship with the Company* | ||||||||||||||
a | b | c | d | e | f | g | h | i | j | k | ||||||
Koichi Nakamura | Worked at the other company | △ | ||||||||||||||
Masao Horiuchi | Worked at the other company | △ | ||||||||||||||
Isao Numata | Worked at the other company |
* Relationship with the Company
○: shows the item is/was applicable to the outside director either currently or until recently
△: shows the item was applicable to the outside director in the past
- : shows the item is/was applicable to a close relative of the outside director either currently or until recently
▲: shows the item was applicable to a close relative of the outside director in the past
- A person performing an executive role at the Company or its subsidiary
- A person performing an executive role at or who is a non-executive director of the Company's parent
- A person performing an executive role at an affiliate who is another subsidiary of the Company's parent
- A person (or its person performing an executive role) whose major customers include the Company
- A person (or its person performing an executive role) who is a major customer of the Company
- A consultant, accountant or lawyer who receives a large amount of monetary compensation or other property (other than remuneration as the outside director) from the Company
- A major shareholder (or its person performing an executive role) of the Company
- A person performing an executive role at a customer of the Company (other than those to which item d, e or f applies) (this item applies only to the outside director himself/herself)
- A person performing an executive role at an entity who has an outside director or corporate auditor from the Company
- A person performing an executive role at an entity to which the Company makes donations (this item applies only to the outside director himself/ herself)
- Others
- 5 -
English Translation
This is a translation of the original release in Japanese. In the event of any discrepancy, the original release in Japanese shall prevail.
CORPORATE GOVERNANCE
Relationship with the Company (2) Updated
Audit and | Supplementary | Reason for Appointment as Outside | ||
Name | Supervisory | Independent | Information | Director (For Independent Directors, |
Committee | Director | Related to the | Including Reason for Designation as an | |
member | Criteria | Independent Director) | ||
Koichi Nakamura | ✓ | Until June 2014, he | The Company has appointed Mr. Koichi | |
was an executive | Nakamura for an outside director because he | |||
officer of Recruit | has provided practical and objective | |||
Holdings Co., | indications regarding overall management and | |||
Ltd.(The business | supervision of business execution from a third | |||
amount in FY2019 | party perspective when making decisions at | |||
account for 4.98% of | the board of directors. He also offers many | |||
our consolidated | useful advice on the use of human assets, | |||
sales) which is the | which we value, and contributes to our | |||
Company's specified | corporate value enhancement. He has | |||
related business | contributed to business development for many | |||
operator (major | years at Japan Recruit Center Co., Ltd. | |||
customer). He had | (currently Recruit Holdings Co., Ltd.). He | |||
received | served as a director and vice president of the | |||
compemsation from | company and has vast experience and broad | |||
July 2014 to June | insight into business promotion and corporate | |||
2016 as an Advisor. | management. | |||
However, he | ||||
resigned the role in | CyberAgent has determined that Mr. | |||
June 2016, and there | Nakamura meets the qualifications of an | |||
is no specific | independent director as set by the Tokyo | |||
relationship between | Stock Exchange and poses no risk in terms of | |||
them. | conflict of interest with ordinary shareholders, | |||
and has thereby appointed him as a | ||||
Independent outside director. | ||||
Masao Horiuchi | ✓ | ✓ | Mr. Masao Horiuchi | The Company has appointed Masao Horiuchi |
was a director of | for a Director serving on the Audit and | |||
USEN-NEXT | Supervisory Committee. Because since he | |||
HOLDINGS Co., | took office as an Outside Director of the | |||
Ltd., our regular | Company in December 2017, he has raised | |||
client in the Internet | frank discussions with management regarding | |||
Advertising | possible risks based on his broad experience | |||
Business, from | and insight and offered advice on | |||
strengthening internal control and corporate | ||||
December 2010 to | ||||
governance. Going forward, we continue to | ||||
June 2017, and has | ||||
expect him to supervise the Board of | ||||
been a full-time | ||||
Directors from an independent standpoint | ||||
auditor of this | ||||
when making decisions. | ||||
company since July | ||||
2017. In light of the | He has been responsible for corporate | |||
fact that he is not an | ||||
management departments and internal | ||||
executive officer of | ||||
controls for many years. He has extensive | ||||
the company and | ||||
experience and comprehensive insights | ||||
that the scale of | ||||
regarding internal control and corporate | ||||
transactions between | ||||
governance as a director of U-NEXT Co., | ||||
the company and us | Ltd. (currently USEN-NEXT HOLDINGS | |||
(the amount of | Co., Ltd.). He is a certified tax accountant | |||
transactions in | and has specialized knowledge in finance, | |||
FY2019 account for | accounting, and tax. | |||
0.65% to our | ||||
consolidated net | CyberAgent has determined that Mr. | |||
sales) is | Horiuchi meets the qualifications of an | |||
insignificant, and the | independent director as set by the Tokyo | |||
nature of the | Stock Exchange and poses no risk in terms of | |||
transaction, we think | conflict of interest with ordinary | |||
- 6 - |
English Translation
This is a translation of the original release in Japanese. In the event of any discrepancy, the original release in Japanese shall prevail.
CORPORATE GOVERNANCE
there is no risk that shareholders, and has thereby appointed him
the judgment of as Independent outside director. shareholders and
investors will be affected.
Isao Numata | ✓ | ✓ | -- | The Company has appointed Mr. Isao |
Numata for a Director serving on the Audit | ||||
and Supervisory Committee. Because since | ||||
taking office as an outside director of the | ||||
Company, he has exchanged extensive | ||||
discussions from various perspectives, and | ||||
provided advice based on an abundant | ||||
information network. Based on these | ||||
contributions, we continue to expect him to | ||||
give appropriate supervision from an | ||||
independent standpoint when making | ||||
decisions at the Board of Directors. | ||||
He has run a consulting company for many | ||||
years to support public offering and | ||||
overseas operations. He has broad | ||||
experience and deep insights regarding | ||||
corporate management, stock markets, and | ||||
foreign markets. | ||||
Mr. Numata also worked from April 1988 | ||||
to June 2000 at Daiwa securities (currently | ||||
Daiwa Securities Group headquarters), | ||||
which is CyberAgent's lead underwriter. It | ||||
should be noted, however, that he has never | ||||
held a key position concerning the | ||||
administration of Daiwa securities, and | ||||
more than 19 years has passed since he left | ||||
that company. He also had never had any | ||||
special business relationship with the | ||||
company after leaving it. Based on this | ||||
history, we consider him to have more than | ||||
adequate impartiality concerning | ||||
CyberAgent. | ||||
CyberAgent has determined that Mr. | ||||
Numata meets the qualifications of an | ||||
independent director as set by the Tokyo | ||||
Stock Exchange and poses no risk in terms | ||||
of conflict of interest with ordinary | ||||
shareholders, and has thereby appointed him | ||||
as Independent outside director. |
- 7 -
English Translation
This is a translation of the original release in Japanese. In the event of any discrepancy, the original release in Japanese shall prevail.
CORPORATE GOVERNANCE
Advisory Committee(s) to the Board, Composition and Attribution of Chairperson
Total | Full-time | Internal | Outside | Chairman | |
Name of Committee | Number of | ||||
Member | Directors | Directors | |||
Members | |||||
Audit and Supervisory | 3 | 1 | 1 | 2 | Internal |
Committee | Director | ||||
Appointment of Directors | Appointed | ||||
and employees who assist | |||||
the Audit and Supervisory | |||||
Committee with its duties |
Matters relating to the Independence of Such Directors and Employees from Executive Directors
Employees who assist Director who is member of Audit and Supervisory Committee with its duties follow his or her leadership.
Cooperation between Audit and Supervisory Committee, Accounting Auditors and the Internal Auditing Division
Director who is a full-time Audit and Supervisory Committee member hold regular meetings with the Internal Audit Office to receive reports on the state of the execution of internal audits and the results of auditing in addition to exchanging opinions regarding such matters as internal audit execution plans, specific internal auditing methods and measures for improving internal auditing operations. She also cooperates with the Internal Audit Office upon the internal audits of the Company's divisions as well as Group companies and has interviews with Directors and employees, check documents, conduct field audits. Additionally, Directors who are Audit and Supervisory Committee members hold periodic meetings with Accounting Auditors to share information about auditing plans and audit results. Exchanges of opinions are also made as needed to increase effectiveness and efficiency of audits and to further strengthen corporate governance.
[Voluntary Establishment of Committees]
Voluntary Establishment of Committees equivalent Yes to Nomination Committee or Compensation Committee Updated
Status of Establishment of Voluntary Committee, Composition of Committee and Attributes of Committee Chair (Chairperson) Updated
Voluntary committee corresponding | Voluntary committee corresponding | |
to a nominating committee | to a remuneration committee | |
Name of committee | Nominating Advisory committee | Remuneration Advisory committee |
Total number of members | 5 | 5 |
Number of full-time members | 2 | 2 |
Number of internal directors | 2 | 2 |
Number of outside directors | 3 | 3 |
Number of external experts | 0 | 0 |
Number of other members | 0 | 0 |
Committee chair (chairman) | outside director | outside director |
- 8 -
English Translation
This is a translation of the original release in Japanese. In the event of any discrepancy, the original release in Japanese shall prevail.
CORPORATE GOVERNANCE
Supplementary Explanation Updated
The Company's Board of Directors' meeting held on October 30, 2019, resolved to establish the committee to strengthen the Board of Director's independence, objectivity, and accountability, and further enhancing corporate governance. Based on the Board of Director's consultation request, the committee deliberates on matters regarding the nomination and remuneration of directors and makes recommendations to the Board of Directors.
[Independent Directors]
Number of Independent Directors | 3 |
Matters relating to Independent Directors
N.A.
[Incentive Programs]
Incentive Policies for Directors | The stock option system has been adopted |
Supplementary Information
Stock options are granted with the objective of further boosting the motivation and morale of the Company's Directors and employees to contribute to the consolidated performance of the Company as well as enhancing corporate value and further reinforcing the management culture.
Grantees of Stock Options | Executive Directors, Outside Directors, employees, | ||||
directors and employees of subsidiaries | |||||
Supplementary Information | Updated | ||||
Stock options are granted with the objective of further boosting the motivation and morale of the Company's Directors and employees of the Company as well as Directors and employees of the Company's subsidiaries towards raising business performance, etc.
The total value of stock options as of the end of September, 2019 was a balance of 863,700 (0.68% of issued shares including treasury stocks) issued shares and an assumed total paid-up value of 471,942,700 yen.
- 9 -
English Translation
This is a translation of the original release in Japanese. In the event of any discrepancy, the original release in Japanese shall prevail.
CORPORATE GOVERNANCE
[Directors' Compensation]
Disclosure of Individual Directors' Compensation The compensation of individual Directors is not disclosed.
Supplementary Information Updated
The compensation of the Company's Directors in the fiscal year ended September 30, 2019 was as stated below.
Category | Number of paid Directors | Value of Compensation |
Director who is NOT the Audit | 12 | 457 million yen |
and Supervisory committee | ||
members | ||
(Outside) | (1) | (15 million yen) |
Director who IS the Audit and | 3 | 18 million yen |
Supervisory committee | ||
members | ||
(Outside) | (2) | (7 million yen) |
Total | 15 | 476 million yen |
(Outside) | (3) | (23 million yen) |
* The value of compensation above include cost of stock option granted to the directors (79 million yen).
Policy on Determining Compensation Amounts and None.
Calculation Methods
Disclosure of Policy on Determining Compensation Amounts and Calculation Methods
N.A.
[Support System for Outside Directors]
The Board of Directors Secretariat prepares materials in advance of the holding of a meeting of the Board of Directors and provides detailed briefings as needed to Outside Directors. The Management Headquarters acts as the contact point for inquiries from Outside Directors and carries out timely and appropriate information provision towards Outside Directors.
- 10 -
English Translation
This is a translation of the original release in Japanese. In the event of any discrepancy, the original release in Japanese shall prevail.
CORPORATE GOVERNANCE
Matters regarding Decision-making Functions related to the Execution of Duties, Audit and Supervision, Appointments, Compensation, Etc. (Outline of the current corporate governance system) Updated
Regarding the matters related to the execution of duties, careful decision-making is carried out at the meeting of the Board of Directors, which is comprised of fifteen Directors (include three independent outside directors) in attendance on particularly important matters that are established through law, the Company's Articles of Incorporation and internal regulations as matters to be determined by the Board of Directors. Regularly cheduled meetings of the Board of Directors are held once a month, with extraordinary meetings held as needed. A total of 13 meetings of the Board of Directors were held in FY2019 and attendance of all Directors was 99.0%.
Regarding the matters that are not regarded as a matter to be resolved by the Board of Directors, flexible decision-making is practiced at a full-time board meeting consisting of eight full-time executive directors and one full-time Director who is an Audit and Supervisory member on a weekly basis.
Important investments are discussed by the Investment Committee carefully in advance, and the results of the discussion are reported to the Board of Directors and the Board of Full-Time Directors, so as to make more appropriate decisions for investments. The Company has selected the company with the Audit and Supervisory Committee as the institutional design under the Corporate Law, Directors who are members of the Audit and Supervisory Committee attend the meetings of the Board of Directors and other important meetings, to check the legality of business execution. If necessary, they receive reports and explanations from the executives and employees of the Company, and investigate major subsidiaries and offices, etc. The Audit and Supervisory Committee hold monthly and extraordinary meetings.
The Internal Audit Office, which is in charge of carrying out the internal audits of the Company's divisions and subsidiaries in cooperation with the Audit and Supervisory Committee member, report the audit results to the Board of Directors once every quarter.
2. Reasons for adopting the current corporate governance system Updated
The Company recognizes it as one of the important issues of management, that the company improves governance structure and carries out prompt measures.
The Company adopted an organizational structure of the Company with Audit and Supervisory Committee. From the viewpoint of seeking to improve corporate value over the medium to long term, three Independent outside directors provide advice on management policies, supervision of the execution of duties by Directors, oversee of such conflicts of interests between the Company and the Directors based upon their experience and knowledge about management, finance,accounting and stock market.
- 11 -
English Translation
This is a translation of the original release in Japanese. In the event of any discrepancy, the original release in Japanese shall prevail.
CORPORATE GOVERNANCE
- Status of Implementation of Measures Related to Shareholders and Other Stakeholder
1. Measures to Revitalize the General Meeting of Shareholders and Facilitate of Exercise of Voting Rights Updated
Supplementary Information | |
Prompt Delivery of | The Company makes efforts to send out proxy materials at an early date in order |
Convocation Notice of | to allow shareholders sufficient time to consider resolutions. Proxy materials are |
General Meeting of | dispatched more than one week prior to the statutory date (more than three weeks |
Shareholders | before the convening of the General Meeting of Shareholders). Materials are also |
made available on the Company's website, the Tokyo Stock Exchange's website | |
and the electric platform of the voting exercise. | |
Setting Date of General | In order to more shareholders join Annual General Meeting, the date is decided |
Meeting of Shareholders | to avoid concentrated days. |
to Avoid Being Held on | The 22st Annual General Meeting of Shareholders was held on Friday, |
the Same Day as Many | December 13, 2019. |
Other Companies | |
Exercise of Voting | Since the 10th Annual General Meeting of Shareholders (held on December 20, |
Rights by | 2007), the Company has accepted the execution of voting rights via the Internet |
Electromagnetic Means | from personal computers and mobile phones so that more shareholders can |
participate in the meeting. | |
Participation in Platform | The Company adopted electronic voting platforms from the 18th Annual |
for Exercise of Voting | General Meeting of Shareholders (held on December 11, 2015), in order to |
Rights by | provide institutional investors with sufficient time to consider the content of the |
Electromagnetic Means | resolutions. |
and Other Measures to | |
Enhance Environment | |
for Exercise of Voting | |
Rights by Institutional | |
Investors | |
Providing Convocation | A notice of English convocation and disclosed information at the time of notice |
Notice (Summary) in | are published on the corporate website as same as the Japanese version. |
English | |
Other | Notice of Shareholders Meeting: Posted information necessary for investment |
judgment without excess or deficiency with photos and graphs. | |
Briefing: In the first part, we report our business performance with video for a | |
better understanding. In the second part, the President explains medium to long- | |
term strategy, business models, and performance to foster better understanding | |
of CyberAgent in shareholders. Also, to convey non-financial information, our | |
video content "IR channel" which covers our competitive advantage and new | |
business is shown on the screen at the venue. | |
Venue; The Company takes consideration of convenient access and holds the | |
Shareholders Meeting at a venue close to a train station. | |
Webcast: Webcast of the shareholders meeting is available on the Company's | |
investor website in Japanese and English. | |
- 12 -
English Translation
This is a translation of the original release in Japanese. In the event of any discrepancy, the original release in Japanese shall prevail.
CORPORATE GOVERNANCE
2.Investor Relations Activities | Updated | |||||||
Explanation by | Supplementary Information | |||||||
Representative | ||||||||
Adoption of Disclosure | The Company's disclosure policy include basic policy, | |||||||
Policy | - | disclosing method and quiet period is posted on our website. | ||||||
Please refer to the following URL: | ||||||||
https://www.cyberagent.co.jp/en/way/info/detail/id=20537 | ||||||||
Holding Regular | A briefing for shareholders is held after the shareholders' | |||||||
Meetings for Individual | Yes | meeting where Representatives Director gives the | ||||||
Investors | presentation in regard to the results and business strategies. | |||||||
We have updated our website content for individual | ||||||||
investors, including FAQs about management goals and | ||||||||
shareholder returns in August 2018. It incorporates various | ||||||||
features such as short video content "IR Channel" features | ||||||||
interviews with representatives, a generator function, which | ||||||||
enables comparing financial statements. | ||||||||
Holding Regular | The President reports on the details of the financial | |||||||
Meetings for Analysts | performance as well as the corporate strategy at a briefing | |||||||
and Institutional | Yes | session for analysts and institutional investors that are | ||||||
Investors | held on the day of the second and fourth quarter (half and | |||||||
full-year) earnings announcement. In the first and third | ||||||||
quarter, we offer a live webcast of the briefing. | ||||||||
The live webcast of the results briefing sessions are | ||||||||
provided for overseas invesors in English and individual | ||||||||
investors on our investor website. We will make efforts to | ||||||||
disclose timely, unbiased information by not only | ||||||||
offering recorded footages, but also streaming briefing | ||||||||
sessions live to individual investors and overseas | ||||||||
investors. | ||||||||
Small meetings for institutional investors attended by the | ||||||||
President, Directors and others are held more than 10 | ||||||||
times a year.In addition, we hold office tours, video | ||||||||
studio visits and special small meetings which feature | ||||||||
new business or services etc. | ||||||||
Holding Regular | Live webcast of results briefing session with simultaneous | |||||||
Meetings for Foreign | Yes | interpretation is provided to strive for equal information | ||||||
Investors | disclosure. We hold telephone or TV conference with overseas | |||||||
investors regularly in every quarter, and visit to foreign | ||||||||
countries to meet investors face to face several times a year. | ||||||||
Posting Investor | We focus on using the Internet actively for IR activities, the | |||||||
Relations Materials on | Company posts results information (including Annual | |||||||
the Company Web Site | Reports), timely disclosure documents, presentation | |||||||
- | materials, video of results briefings, Q&A summaries, and | |||||||
video content, "IR Channel" on our website | ||||||||
(https://www.cyberagent.co.jp/ir/) and its English website | ||||||||
(https://www.cyberagent.co.jp/en/ir/). "IR channel" offers | ||||||||
short videos which feature non-financial information: an | ||||||||
interview to the Outside Director, our core business and | ||||||||
technology etc. Also, a special material and information | ||||||||
about our competitive advantages are provided online for | ||||||||
new, individual investors. | ||||||||
Since 2018, the Company releases its integrated report | ||||||||
"CyberAgent Way" to provide information regarding our | ||||||||
framework for sustainable growth, corporate governance, | ||||||||
and CSR activities. | ||||||||
- 13 - | ||||||||
English Translation
This is a translation of the original release in Japanese. In the event of any discrepancy, the original release in Japanese shall prevail.
CORPORATE GOVERNANCE
Establishment of | Division in charge: IR&SR Division | ||
Investor Relations | - | Officer in charge: Susumu Fujita, President | |
Department | Person in charge of information handling: | ||
Go Nakayama, Managing Director | |||
Person in charge of clerical communication: | |||
Sonoko Miyakawa, Head of IR&SR Division | |||
Other | Our website has renewed in October 2017. We adopted | ||
new design and information organization and improved | |||
device compatibility. Also, a new content, "CyberAgent | |||
Way" which focuses on ESG items is released. | |||
• | "CyberAgent Way" : Provide information of our | ||
unique activities from governance, compliance, | |||
programming education for elementary school kids to | |||
crowdfunding service for promoting local economy. | |||
• | "FEATUReS"(owned media) : Introduce our services | ||
and core competences. | |||
• | "IR channel" (Video content for investors): Provide | ||
interviews with Outside Directors and the introduction | |||
of our services by short videos. | |||
• | Utilizing social media | ||
Timely and real-time information sharing via | |||
Facebook, Twitter, Instagram, and LINE. | |||
• | IR BBS | ||
Interactive communication through BBS on our IR | |||
website with individual Investors. |
- 14 -
English Translation
This is a translation of the original release in Japanese. In the event of any discrepancy, the original release in Japanese shall prevail.
CORPORATE GOVERNANCE
3. Measures that Consider the Interests of Stakeholders Updated
Supplementary Information | ||
Provisions Made in | In order to respect the positions of stakeholders and fulfill corporate social | |
Consideration of | responsibility, the Group established "Ethical Business Guideline," to set a | |
Stakeholders' Interests | basic rule which is followed by all Directors and employees based on the | |
(Internal Regulations, | "CyberAgent Mission Statement." | |
etc.) | ||
Promotion of | In the context of our history which we have been active in the growing Internet | |
Environmental | industry, we engage in a variety of activities utilizing the accumulated knowledge. | |
Protection, Corporate | "Education and Cultivation" | |
Social Responsibility | ||
- Programming for elementary students | ||
(CSR), and Other | ||
With the aim of developing the talent to lead the 21st century with IT, in May | ||
Activities | ||
2013 we established "CA Tech Kids" in a joint venture with "Life is Tech, | ||
Inc." to offer programming education to elementary school students. | ||
Our efforts go beyond just helping kids acquire IT programming knowledge and | ||
skills; we are also fostering the skills to design, realize an idea, and make forward | ||
progress in our aim to encourage the development of "talent capable of using | ||
technology as a tool to realize their own ideas and actively engage in society." | ||
CA Tech Kids, Inc. formed a joint venture company QUREO, Inc.with Sprix, | ||
Inc.on April 1, 2019. The company develops a tool to teach kids programming | ||
and provide it to educational institutions or tutoring schools. | ||
- Certification exam of programming skill for kids | ||
In March 2019, CyberAgent launched a certification exam "Kids Programming | ||
Exam" for elementary school students in order to measure the level of knowledge | ||
of programming and technical skills. The first certification exam is conducted in | ||
August 2019, aimed to become one of the indicators for children to know their | ||
growth. | ||
"Enhancing the Information Infrastructure" | ||
Launched in April 2016, the internet TV station "AbemaTV" allows users to | ||
browse the latest news and information for free on their smartphone. AbemaTV | ||
delivers services to smartphones -- which people carry these days ubiquitously -- | ||
and provides notifications 24-hours-a-day in real time in the event of a disaster, | ||
such as early earthquake warnings. By doing this, we are pursuing business | ||
initiatives that recognize the importance of its role in society as new information | ||
infrastructure in the age of the internet. | ||
"Support for Creating Shared Value" | ||
We operate the crowdfunding platform "Makuake" through our subsidiary, | ||
Makuake, Inc. Crowdfunding service is one of the growth strategies the | ||
Japanese government sets and is effective for nurturing venture companies. We | ||
aim to contribute to revitalization of the Japanese economy through "Makuake." | ||
"Contributing to Local Communities" | ||
In 2018 we launched "SHIBUYA BIT VALLEY," a project aimed at making | ||
Shibuya an international hub of technology in the IT field. With the shortage of | ||
IT talent in Japan becoming a social problem, CyberAgent is dedicated to | ||
bolstering Shibuya's IT community and promoting interaction with this tech | ||
conference playing a central role. | ||
"Support for Sports and Culture" | ||
In October 2018, the Japan Professional Football League Club "FC Machida | ||
Zelvia" became part of CyberAgent Group. By taking advantage of the group | ||
synergies, we aim at enhancing the information and services provided to FC | ||
Machida Zelvia supporters and winning new supporter demographics. Also, we | ||
will work towards the goals of growing FC Machida Zelvia into a top club born | ||
in Machida and recognized around the world. | ||
- 15 - | ||
English Translation
This is a translation of the original release in Japanese. In the event of any discrepancy, the original release in Japanese shall prevail.
CORPORATE GOVERNANCE
Establishment of Policy | The Company's policy related to the provision of information to stakeholders |
Concerning Disclosure | clearly states in its Disclosure Policy. The Company executes information |
of Information to | disclosure in accordance with the Tokyo Stock Exchange's timely disclosure |
Stakeholders | regulations. Regarding important information that may have an impact on |
investment decision-making as well as information that may be useful to | |
understand the Company, the Company strives to enable equal access by all | |
stakeholders to such information. | |
Other | [Policy and actions to be a woman-friendly company] |
Female management ratio currently comprises 21.5% of employees on a non- | |
consolidated basis. The Company, while remaining a venture firm with a | |
vision to "create the 21st century's leading company," and based on a policy | |
of offering employees lifetime employment and providing "challenges and | |
peace of mind as a set," focuses on creating an environment in which | |
"talented employees continue to actively participate over the long term." | |
Measures for the active participation of women, along with the systems and | |
environment that support it, 99.2% of employees come back to work after | |
maternity and child-care leaves. |
*Active participation of women
We support the women's social advancement promoted by the Japanese government, and we are promoting the employment of women. The Company encourages the participation of women, and at every career stage, including recruitment and promotion, conducts its evaluations based on ability and performance, without regard to gender. The Company supports an environment that makes it easy for women to continue working.
The Company has provided childcare assistance to employees, including systems such as reduced working hours and maternity benefits.
*"macalon" package to support women
The package comprises 1) "Pre-pregnancy Leave" that can be taken for such purposes as going to the hospital for fertility treatments; 2) "Pre-pregnancy Concierge" to receive individual counseling by a professional; 3) "Kids at Home" to allow employees to work from home when caring for children, such as due to a sudden illness or when children are unable to attend nursery school; and 4) "Kids Day Leave" to allow employees time off for school events, such as entrance/graduation ceremonies or parent participation days, or other anniversaries.
Additionally, we introduced 3 systems that 1) the company bears part of expensive non-approved nursing fees to promote the return of female employees who can not return to work because they can not enter certified nursery school, 2) "Lunch with your local" which provides a place and opportunity for information exchange among mom employees living in the same city/town/village, 3) a public information magazine for mom employees. These systems are aimed at improving the workplace environment where women can continue working even after childbirth and childcare, and we agree with promoting women's advancement of society promoted by the government. Through these efforts, we are carrying forward to build a company that allows employees to work for long periods while enriching their work and life.
- 16 -
English Translation
This is a translation of the original release in Japanese. In the event of any discrepancy, the original release in Japanese shall prevail.
CORPORATE GOVERNANCE
IV Items Related to the Internal Control System
1. A Basic Policy and Development and Operation Status Related to Internal Control System
We are striving to maximize the potential of our internal control system as one of the core functions of our corporate governance. In order to ensure that board members carry out their professional duties according to law and articles of incorporation, and also to ensure that the corporate group composed of our company and its subsidiaries conducts businesses appropriately, we have established the internal control system as follows.
Notes
-
A system in which information regarding professional duties performed by board members will be stored and maintained.
The Board of Directors will appoint a delegate to be responsible for overseeing all functions of the company regarding the storage and management of information regarding professional duties performed by board members. This includes abiding by the regulations regarding the handling of documents, confidential information, protection of personal information and management of insider information. They will record any information concerning the board members' business actions in written documents or electronically and keep it in storage. - Regulation and system concerning management of risk of loss.
According to the emergency response regulation, we should expect certain risks and categorize them. In times of emergency, we should be prepared to send information and carry out the emergency protocols promptly and accurately. In addition, the internal auditing department must abide by the internal auditing regulations, understand the cross-departmental risks, carry out inspections and give a report on managing risks at the board meeting on a regular basis.
3. A system to ensure that board members' professional duties are carried out efficiently.
We are established company-wide goals for efficient businesses to be shared by both board members and employees. In order to complete these goals, board members should ensure that they are thoroughly understood and set concrete targets for individual departments to aim towards. Managerial accounting methods should be used on a regular basis to review goal achievements, and through feedback from our results, we will be able to guarantee the efficiency of our work.
-
A system to ensure that the professional duties of board members and employees are carried out according to law and articles of incorporation.
The management office will monitor the professional duties of board members and employees, and will carry out company training as deemed necessary. In addition, the internal auditing department will cooperate with the Audit and Supervisory Committee, understand the professional duties of board members and employees, carry out regular inspections, and make reports to the Board of Directors. - A system to ensure that the business carried out in a corporate group composed of a parent company, subsidiaries and our own are suitable.
The Board of Directors will give the management director a set of goals that the company group (our company and subsidiaries) must achieve. They will also be given responsibilities in which they will be expected to build a system of laws and compliance to assist with risk management. The management office will promote and manage this in a cross-sectional way. In addition, we will set up a regulation concerning the management of affiliated companies in order for them to work towards improving their results and contribute to the overall success of the group. In this regulation, subsidiary companies will be expected to create a system where they will regularly report their results. They are also obligated to report to the Board of Directors in advance on a fixed set of important matters and risks. Among which, some of these will be on the agenda. Furthermore, the internal auditing department will regularly carry out inspections on the subsidiary companies, and report to the Board of Directors. - Matters concerning requests by Director who is the Audit and Supervisory Committee member for assistance from employees.
The Audit and Supervisory Committee may request assistance from employees in the internal auditing department when deemed necessary. - 17 -
English Translation
This is a translation of the original release in Japanese. In the event of any discrepancy, the original release in Japanese shall prevail.
CORPORATE GOVERNANCE
-
Matters concerning the independence of employees from board members and the effectiveness of instructions given to employees in the auditing department.
Employees that are expected to assist in the affairs of Directors who is an Audit and Supervisory Committee member must follow the orders of their superiors without question. In addition, employees who have been moved due to personnel changes must respect the opinion of the Audit and Supervisory Committee. - System regarding reports made to the auditing department.
Board members, the management office and internal auditing department must report the following matters to Director who is a full-time member of the Audit and Supervisory Committee on a regular basis. A director who is a full-time member of the Audit and Supervisory Committee will then submit the report to the Audit and Supervisory Committee.
- Matters relating to important decision making.
- Important matters regarding the financial state of the business.
- Matters concerning instances that may cause considerable harm to the company.
- Important matters relating to the state of the internal auditing department and risk management.
- Violations of the articles of incorporation or law.
- Other important matters.
People who make reports to the Directors who are members of the Audit and Supervisory Committee must not use the report as a reason for disadvantageous dealings.
9. A system to ensure that the auditing of Directors who are members of the Audit and Supervisory Committee is carried out efficiently.
The Audit and Supervisory Committee may request a hearing regarding the business matters of board members or important employees, and have other privileges including their right to exchange opinions with the CEO, Accounting Auditors and legal advisors. In addition, when Directors who are members of the Audit and Supervisory Committee request prepayments of expenses, the person in charge of the department must make deliberations and promptly deal with the request in question, unless deemed that the request is unnecessary.
2. Basic Policy and Efforts to Eliminate Antisocial Forces
The Group is constantly aware of the need for an awareness of risk management towards antisocial forces, which pose threats against social order and safety. The Group will, as an organization, thoroughly respond with a firm attitude to such antisocial forces. Furthermore, with the objective of eliminating antisocial forces, the Group cooperated for some time with Outside specialized bodies, such as law enforcement organizations and attorneys at law, and promoting the reinforcement of information gathering, management and in-house systems related to antisocial forces.
- 18 -
English Translation
This is a translation of the original release in Japanese. In the event of any discrepancy, the original release in Japanese shall prevail.
CORPORATE GOVERNANCE
- Others
1. Adoption of Takeover Defense Measures
Adoption of Takeover Defense Measures | - |
Supplementary Information
N.A.
2. Other Items Related to Corporate Governance System, etc.
The Company makes proactive and prompt disclosure in order to provide shareholders and investors with timely information in an impartial manner, and to ensure transparent management.
In terms of specific measures, the Board of Directors meets regularly once a month, with extraordinary sessions held as necessary. Three Independent outside directors attend these meetings, and proactively offer opinions to supervise the management, ensuring fair decision-making regarding execution of significant business matters. In addition, the Company has adopted the Audit and Supervisory Committee system. The Audit and Supervisory Committee in principle holds regular meetings once a month, strengthening the functions for assessing relevant facts, and monitoring the status of business execution by the Board of Directors, as well as disclosure. Further, the Internal Audit Office conducts internal audits in cooperation with the Audit and Supervisory Committee. Specifically, the office reviews documents and conducts on-site investigations to confirm that internal projects and Group companies execute proper corporate activities in accordance with guidelines prescribed by the laws and regulations, the Articles of Incorporation, social norms, and internal company rules, providing a system of appropriate checks on operational flow.
For financial auditing, the Company strives for accurate information disclosure, including having audits and quarterly reviews conducted by an audit corporation, and receiving suitable advice regarding important accounting treatment.
In accordance with these measures, the Company's internal structures relating to timely disclosure of corporate information are as follows.
-
Person in charge of handling information and responsible department
The person in charge of handling information for timely disclosure is the managing director. In the disclosure work process, the management headquarters and IR&SR Division create disclosure documents and execute disclosure under the direction of the person in charge of handling information. The management headquarters and IR&SR Division, in order to disclose corporate information to investors and other parties in a timely and appropriate manner, works to compile information in cooperation with the Company's Board of Directors and departments, as well as with managers of Group companies, and related departments and divisions. - Decisions
Major decisions are made at regular or extraordinary meetings of the Board of Directors. Decisions are reported promptly to the management headquarters and IR&SR Division by the person in charge of handling information, with timely disclosure made as necessary. - Structure for assessing material facts
When the material facts arise, they are compiled by the various divisions and interdepartmental committees, summarized by the person in charge of handling information, and immediately discussed by the Board of Directors. Material facts that arise are reported promptly to the management headquarters and IR&SR Division by the person in charge of handling information, with timely disclosure made as necessary. - Timely disclosure
For major decisions, facts that have arisen, and results information, the Company, under the direction of the person in charge of handling information, determines the necessity of timely disclosure, the timing of disclosure, and the content of the disclosure, in accordance with rules for timely disclosure, while holding proper prior consultation with external financial auditors, legal counsel, the Tokyo Stock Exchange, the Kanto Finance Bureau, and other experts. Where disclosure is deemed necessary, timely disclosure is made immediately. - Management of disclosure information
Disclosure information is centrally managed by the person in charge of handling information.
- 19 -
English Translation
This is a translation of the original release in Japanese. In the event of any discrepancy, the original release in Japanese shall prevail.
CORPORATE GOVERNANCE
[Chart 1] Corporate Governance Structure
Shareholders' Meeting | ||||||
Appointment and removal | Appointment | |||||
and removal | ||||||
Nomination and Remuneration | Consultation | Board of Directors | Accounting audit | |||
Advisory Committie | ||||||
Report | Directors | Audit and Supervisory Committee | ||||
12 Directors who are not Audit and | Direct and supervise | |||||
3 Directors who are Audit and | Accounting Auditor | |||||
Supervisory Committee members, | Audit, | Supervisory Committee members, | ||||
Board of Full-time Directors' | ||||||
Delegation | of which 1 is Outside Director | super | of which 2 are Outside Director | |||
meeting | Audit of internal control | |||||
of authority | vision | |||||
11 Executive Directors, | ||||||
1 Audit and Supervisory | Report | Instruction and | ||||
Committee member | supervision | |||||
Internal Audit Office | ||||||
Instruction and supervision | Appointment, instruction and supervision | |||||
President / CEO | Company Attorney etc. | |||||
Instruction and | Instruction and | Instruction and | Advice | |||
supervision | supervision | supervision | ||||
Business Division, Subsidiaries | Business Division, Subsidiaries | Business Division, Subsidiaries |
[Chart 2] Timely Disclosure system
Responsible personnel in each division, Subsidiary information gathering department
Gather related | Confirmation |
information | Instruction to produce a disclosure document |
Head Office | IR&SR Division | ||
Report | produce a disclosure document | ||
Person in charge of administering
Put the matters to be discussed
Board of Full-time Directors' meeting
Board meeting
Approval, decision of disclosure and instruction for timely disclosure
Head Office | IR&SR Division | |
Instruction for timely disclosure
Information Disclosure
- 20 -
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Disclaimer
CyberAgent Inc. published this content on 20 December 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 20 December 2019 06:35:04 UTC