Corporate Governance
Corporate Governance Overview
Policies and Fundamental Approach to Corporate Governance
The ID&E Group’s fundamental approach to enhancing the Group's corporate value is to perform comprehensive corporate governance by strengthening oversight of management organizations, ensuring management transparency, and maintaining a structure facilitating the swift execution of business.
Our Board of Directors has established the Basic Corporate Governance Policy which addresses the Basic Idea for Corporate Governance (Chapter 1), Securing Shareholders’ Rights and Equality (Chapter 2), Appropriate Cooperation with Non-Shareholder Stakeholders (Chapter 3), Appropriate Information Disclosure and Ensuring Transparency (Chapter 4), Responsibilities of the Board of Directors, etc. (Chapter 5), and Dialogue with Shareholders (Chapter 6).
Main Initiatives for Strengthening Corporate Governance
Board of Directors
Concept Behind the Composition of the Board of Directors
The Board of Directors is based on the concept that each member has character, insight, experience, knowledge, and ability, and can make comprehensive decisions from a broad perspective. It is composed of members who are judged to be the best in consideration of their overall balance taking into account the company’s business environment. In order to incorporate diverse perspectives into corporate management, we appointed two female outside directors.
Officer Skills
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| Name | Position | Age (June 30, 2024) |
Skills | Activity status (for reference) | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Business Planning / Management | Technology | Sales and Marketing | Human Resources | Financial / Accounting | Legal | Environment / Energy | Global Experience | Number of Years Serving as Director (September 30, 2024) |
Number of Board of Directors Meetings Attended during the fiscal year ended June 2024 | |||
| Ryuichi Arimoto | Director | 71(Male) | ● | ● | ● | ● | ● | ● | 1.3 | 15／15（100％） | ||
| Hiroaki Shinya | Director | 64(Male) | ● | ● | ● | ● | ● | ● | 1.3 | 15／15（100％） | ||
| Takayasu Tsuyusaki | Director | 68(Male) | ● | ● | ● | ● | ● | 1.3 | 15／15（100％） | |||
| Yasushi Hirusaki | Director | 62(Male) | ● | ● | ● | ● | ● | 1.3 | 15／15（100％） | |||
| Hiizu Ichikawa | Outside Director | 77(Male) | ● | ● | ● | ● | ● | ● | ● | 1.3 | 15／15（100％） | |
| Kazumasa Kusaka | Outside Director | 76(Male) | ● | ● | ● | ● | ● | ● | 1.3 | 14／15（93％） | ||
| Yoshiko Koizumi | Outside Director | 80(Female) | ● | ● | ● | ● | 1.3 | 15／15（100％） | ||||
| Yoko Ishida | Outside Director | 66(Female) | ● | ● | ● | ● | ● | 1.3 | 15／15（100％） | |||
Policies for Nominating and Dismissing Directors
The Nominating Committee deliberates and decides on the appointment of directors (General Meeting of Shareholders proposals), including whether or not they should be reappointed, with proposals submitted to the General Meeting of Shareholders
Approach to Officer Compensation and a Description of Each Type of Compensation
Description of Compensation System for Officers Compensation of company officers shall be based on a compensation system that takes into account the interests of shareholders in order to function adequately as an incentive for the Compensation Committee to sustainably increase corporate value. The basic policy of the Company is to set the compensation of individual officers to an appropriate level based on their respective responsibilities. In addition, compensation is structured as described below
| Internal Non-Executive Director | Composed of fixed compensation (monthly compensation) and restricted stock compensation |
|---|---|
| Outside Director | Composed solely of fixed compensation (monthly compensation) |
| Executive Officers | Composed of fixed compensation (monthly compensation), results-based compensation (bonus) and restricted stock compensation |
Standard Compensation Structure for Officers.
| Category | Fixed Compensation (Base Compensation) | Results-based compensation (bonus) | Restricted Stock Compensation |
|---|---|---|---|
| Internal Non-Executive Director | 90 | ― | 10% |
| Executive Director | 61-64% | 26-28% | 9-13% |
Compensation Amounts for Directors and Audit & Supervisory Board Members in FYE June 2023
- Note: Results are for Nippon Koei before it transitioned to a holding company structure.
| Officer Classification | Total Amount of Compensation (Millions of yen) |
Total Amount of Compensation by Type (Millions of yen) | Number of Officers Eligible | ||
|---|---|---|---|---|---|
| Fixed Compensation | Number of Eligible Officers | ||||
| Base Compensation | Restricted Stock Compensation |
Bonus | |||
| Directors (excluding outside directors) | 248 | 203 | 44 | 0 | 9 |
| Audit & Supervisory Board Members (excluding outside members) | 29 | 29 | ― | ― | 2 |
| Outside Director | 45 | 45 | ― | ― | 3 |
| Outside Audit & Supervisory Board Members | 336 | 33 | ― | ― | 2 |
- *The above figures include one director who retired at the conclusion of the 79th General Meeting of Shareholders held on September 29 2022.
- *The amount of bonuses represents the provision of allowance for officers’ bonuses for the fiscal year under review.
- *The above restricted stock compensation is non-monetary compensation. Other compensation is in the form of monetary compensation.
