コーポレートガバナンス
CORPORATE GOVERNANCE
June 7, 2022
Mercari, Inc. Chief Executive Officer: Shintaro Yamada
Inquiries: Corporate Division 03-6804-6907 Securities Code: 4385 https://about.mercari.com/
The Company's corporate governance situation is as follows.
I. Our Basic Policy on Corporate Governance, Capital Structure, Company Attributes, and Other Basic Information
1. Our Principle
Under the mission "Create value in a global marketplace where anyone can buy & sell," Mercari, Inc. aims to build a society where finite resources are used sparingly and everyone can create new value.
The Company has set forth the mission of improving enterprise value through working to enhance its
monitoring management function and its internal control function while practicing strict compliance management as its basic policy of corporate governance. In order to meet the trust of all stakeholders, the Group upholds a policy of working to improve the efficiency and transparency of management, maximize enterprise value, and achieve sustainable growth and development under the aforementioned basic policy.
Rationale for Not Implementing Certain Principles of the Corporate Governance Code
The Company implements the Fundamental Principles of the Corporate Governance Code.
Principle 2.6
The Company has not adopted a corporate pension plan. Therefore, there is no phase in which the Company functions as an asset owner of a corporate pension plan.
Supplementary Principle 4.1.2
The Company is in the internet industry, where the environment and technologies change rapidly. Therefore, the Company believes that a detailed and concrete mid- to long-term business plan is not suitable. Instead, the Company explains its mid- to long-term management strategies through efforts such as IR activities to promote shareholder understanding.
Disclosure Based on the Principles of the Corporate Governance Code
Please refer to the "Basic Corporate Governance Policy" at the end of this report for disclosure under this item.
2. Capital Structure
Foreign Stock Ownership Ratio | More than 30% |
Major Shareholders
Name or Title | Number of Shares Owned | Ratio (%) |
Shintaro Yamada | 37,612,530 | 24.09 |
Hiroshi Tomishima | 8,975,000 | 5.75 |
MSIP CLIENT SECURITIES | 8,540,859 | 5.47 |
suadd K.K. | 6,567,000 | 4.21 |
UNITED, Inc. | 5.250,000 | 3.36 |
GOLDMAN, SACHS & CO. REG | 4,360,148 | 2.79 |
Morgan Stanley & Co. LLC | 4,128,704 | 2.64 |
MSCO CUSTOMER SECURITIES | 3,400,504 | 2.18 |
MLI FOR CLIENT GENERAL OMNI NON | 2,843,178 | 1.82 |
COLLATERAL NON TREATY-PB | ||
Japan Trustee Services Bank, Ltd. (trust acct.) | 2,479,500 | 1.59 |
Controlling Shareholder Name | ー | |
Parent Company Name | ー | |
Stock Exchange on which Parent Company is Listed | ー |
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CORPORATE GOVERNANCE
Supplementary Explanation
ー
3. Company Attributes
Stock Exchange Section | Prime |
End of Accounting Period | June |
Sector | Information and Communication Technology |
Consolidated Number of Employees as of Preceding | 1000 or more employees |
Year-end | |
Consolidated Revenue as of Preceding Year-end | 10-100 billion JPY |
Consolidated Number of Subsidiary Companies as of | Less than 10 companies |
Preceding Year-end | |
4. Guidelines for Protection of Minority Shareholders in Transactions with Controlling Shareholders
-
5. Other Special Circumstances Significantly Affecting Corporate Governance
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II. Business Management Organization and Other Corporate Governance Systems Regarding Decision Making, Execution of Business, and Supervision in Management
1. Organizational Composition and Operation
Organizational Form | Company with a Supervisory Board | |
Executive Directors | ||
Maximum Number of Executive Directors Stipulated | No maximum number | |
in Articles of Incorporation | ||
Term of Office Stipulated in Articles of | 1 year | |
Incorporation | ||
Chairperson of the Board | President | |
Number of Executive Directors | 5 | |
Appointment of Outside Directors | Appointed | |
Number of Outside Directors | 3 | |
Number of Independent Officers Designated from | 3 | |
among Outside Directors |
Outside Directors' Relationship with the Company (1)
Name | Attribute | Relationship with the Company (*1) | ||||||||||
a | b | c | d | e | f | g | h | i | j | k | ||
Ken Takayama | From another company | △ | ||||||||||
Masashi Namatame | From another company |
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コーポレートガバナンス
CORPORATE GOVERNANCE
Makiko Shinoda | From another company |
*1 Categories for "Relationship with the Company"
*A hollow circle (◯) signifies the individual currently or recently having that relationship with the Company, whereas a hollow triangle (△) signifies the individual having that relationship with the Company in the past.
*A filled circle (●) signifies an immediate family member currently having that relationship with the Company, whereas a filled triangle (▲) signifies an immediate family member having that relationship with the Company in the past.
a. Executive of the Company or its subsidiary
b. Non-executive director or executive of a parent company of the Company c. Executive of a fellow subsidiary of the Company
d. Party whose major business partner is the Company or an executive thereof e. Major business partner of the Company or an executive thereof
f. Consultant, accounting professional, or legal professional who receives a large amount of monetary consideration or other property from the Company besides compensation as a director
Major shareholder of the Company (or an executive of the said major shareholder if the shareholder is a corporation) Executive of a business partner of the Company (which does not correspond to any of d., e., or f.) (the Director themself only)
Executive of a corporation to which outside officers are mutually appointed (the Director themself only) Executive of a corporation that receives donations from the Company (the Director themself only) Other
Outside Directors' Relationship with the Company (2)
Name | Design | Supplementary Explanation of the | Reasons for Appointment |
ation | Relationship | ||
as | |||
Indepe | |||
ndent | |||
Office | |||
r | |||
Ken Takayama | ○ | Mr. Takayama was an executor of | Mr. Takayama possesses |
operations at Mizuho Bank, Ltd. | expert knowledge and | ||
Although the Company does not | extensive experience in the | ||
have any capital relationship with | management of finance- and | ||
Mizuho Bank, the Company does | Internet-related businesses. | ||
have loans with that bank, and that | The Company has appointed | ||
bank is a major business partner of | him as an Outside Director | ||
the Company. As Mr. Takayama left | for his advice and opinions | ||
Mizuho Bank more than 10 years | on management and | ||
ago in 1999, there is no particular | finances from a neutral | ||
conflict of interest in the relationship | standpoint. | ||
between Mr. Takayama and Mizuho | Furthermore, the Company | ||
Bank, and this meets the | has appointed Mr Takayama | ||
independence criteria set forth by | as an independent officer, | ||
Tokyo Stock Exchange, Inc. | having determined that his | ||
appointment meets the | |||
requirements for | |||
independent officers set | |||
forth by Tokyo Stock | |||
Exchange, Inc., and there is | |||
no likelihood of any | |||
conflicts of interest arising | |||
with general shareholders. | |||
Masashi Namatame | ○ | − | Mr. Namatame possesses |
specialized knowledge and | |||
extensive experience in the | |||
banking, securities, and | |||
investment industries. The | |||
Company has appointed him | |||
as an Outside Director for | |||
his advice and opinions on | |||
management- and | |||
finance-related matters from | |||
a neutral standpoint. | |||
Furthermore, the Company |
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コーポレートガバナンス
CORPORATE GOVERNANCE
has appointed Mr. | |||
Namatame as an | |||
independent officer, having | |||
determined that his | |||
appointment meets the | |||
requirements for | |||
independent officers set | |||
forth by Tokyo Stock | |||
Exchange, Inc., and there is | |||
no likelihood of any | |||
conflicts of interest arising | |||
with general shareholders. | |||
Makiko Shinoda | ○ | Ms. Shinoda possesses | |
extensive experience | |||
working in financial | |||
institutions and as a CFO, as | |||
well as specialized | |||
knowledge of governance, | |||
stocks, and finance. The | |||
Company has appointed her | |||
as an Outside Director for | |||
the advice and opinions on | |||
business management she | |||
can provide from a neutral | |||
standpoint. | |||
Furthermore, the Company | |||
has appointed Ms. Shinoda | |||
as an independent officer, | |||
having determined that her | |||
appointment meets the | |||
requirements for | |||
independent officers set | |||
forth by Tokyo Stock | |||
Exchange, Inc., and there is | |||
no likelihood of any | |||
conflicts of interest arising | |||
with general shareholders. |
Voluntary Committee
Voluntary | Establishment | of | Committee(s) | Established |
Corresponding to Nomination Committee or | ||||
Remuneration Committee | ||||
Committee's Name, Composition, and Attributes of Chairperson
Voluntary Establishment of Nomination Committee
Committee's Name | Nomination and Remuneration Advisory Committee | |||||||
All | Full-time | Inside | Outside | Inside | Other | Chairperson | ||
Committee | Members | Directors | Directors | Experts | ||||
Members | ||||||||
3 | 1 | 1 | 2 | - | - | Inside | ||
Director | ||||||||
Voluntary Establishment of Remuneration Committee | ||||||||
Committee's Name | Nomination and Remuneration Advisory Committee | |||||||
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コーポレートガバナンス
CORPORATE GOVERNANCE
All | Full-time | Inside | Outside | Inside | Other | Chairperson |
Committee | Members | Directors | Directors | Experts | ||
Members | ||||||
3 | 1 | 1 | 2 | - | - | Inside |
Director | ||||||
Supplementary Explanation
As an advisory body to the Board of Directors, the Nomination and Remuneration Advisory Committee deliberates the following matters to create proposals for the Board.
- Matters related to the appointment or dismissal of Directors and Senior Vice Presidents (matter requiring resolution at the General Meeting of Shareholders)
- Matters related to the selection or removal of the Board's Representative Director
- Matters related to the selection or removal of titled Directors
- Matters related to remuneration systems/policies and individual remuneration for Directors and Senior Vice Presidents
- Matters related to Directors' remuneration amounts (matter requiring resolution at the General Meeting of Shareholders)
- Matters related to succession plans (including development)
- Other important business matters which the Board recognizes as requiring the Nomination and Remuneration Advisory Committee's advice
Supervisory Board
Establishment of Supervisory Board | Established |
Maximum Number of Supervisory Board Members | No maximum number |
Number of Supervisory Board Members | 4 |
Cooperation among the Supervisory Board, Accounting Auditors, and Internal Audit Department
The Internal Audit Office and Supervisory Board aim to mutually cooperate by holding meetings regularly and as necessary, and exchanging information and opinions regarding the audit structure, audit planning, audit status, etc. Additionally, the Internal Audit Office and Supervisory Board aim to mutually cooperate with the Company's Accounting Auditor, Ernst & Young ShinNihon LLC, by holding meetings regularly (quarterly) and as necessary, and exchanging information and opinions regarding the audit structure, audit planning, audit status, etc. Furthermore, the Internal Audit Office and Supervisory Board aim to organically cooperate with the divisions in charge of establishing and maintaining internal controls by regularly exchanging information, requesting investigations as necessary, etc.
Appointment of Outside Supervisory Board | Appointed |
Number of Outside Supervisory Board Members | 3 |
Number of Outside Supervisory Board Members | 3 |
Designated Independent Officers |
Outside Supervisory Board Members' Relationships with the Company (1)
Name | Attribute | Relationship with the Company (*1) | ||
a | b c d e f g h i j k | l m | ||
Fumiyuki Fukushima | CPA | |||
Toshihiro Igi | Attorney | |||
Takahiro Shinozaki | From another company | |||
*1 Categories for "Relationship with the Company"
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Mercari Inc. published this content on 07 June 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 07 June 2022 05:51:07 UTC.