Japan Business Systems, Inc. (hereinafter referred to as “JBS”) is a company with an Audit & Supervisory Board, and while authority and responsibility for business execution concentrates on the Board of Directors, which is the highest decision-making body for management, by having the Audit & Supervisory Board, which consists of unitary auditors, take on the function of auditing the execution of duties by directors, we aim to realize appropriate decision-making and business execution, as well as establish a system in which mutual supervision works as an organization. The Board of Directors consists of seven directors including four outside directors and the President & CEO serves as chairperson. The Board of Directors passes resolutions on legal matters, decides on significant management matters, and oversees business execution.
Situation of Appointment of Directors and Audit & Supervisory Board Members
| Name | Reasons of Appointment | Independent Director |
|---|---|---|
|
Yukihiro Makita President & CEO |
Yukihiro Makita has served for many years as the President and CEO of JBS. Using his abundance of experience as a business manager and wide-ranging insight on the business of JBS, he is expected to continue to lead JBS’s management and contribute to driving JBS’s growth strategy. These are the reasons for his appointment as Director. | |
|
Yukimasa Goto Senior Managing Executive Officer and Director |
Yukimasa Goto currently serves as JBS’s Senior Managing Executive Officer and Director based on his extensive sales management experience at a system integrator. He is expected to use his experience, track record, and insight to continue to contribute to driving JBS’s growth strategy. These are the reasons for his appointment as Director. | |
|
Kohei Katsuta Managing Executive Officer and Director |
Kohei Katsuta currently serves as JBS’s Executive Officer based on his extensive knowledge and experience as a certified public accountant, as well as his years of experience in auditing firms and consulting. He is expected to use his experience, track record, and insight to contribute to driving JBS’s growth strategy. These are the reasons for his appointment as Director. | |
|
Naoki Shimada Outside Director |
Naoki Shimada concurrently serves as the CEO of P&E Directions, Inc. and his wealth of experience and insight as a corporate manager and consultant are the reasons for his appointment as Outside Director. | 〇 |
|
Toshimitsu Urabe Outside Director |
Toshimitsu Urabe’s extensive management experience at a general trading company and a leasing and non-bank financial institution is the reason for his appointment as Outside Director. | 〇 |
|
Shinya Deguchi Outside Director |
Shinya Deguchi’s high level of knowledge as a certified public accountant and extensive experience and insight at an audit corporation are the reasons for his appointment as Outside Director. | 〇 |
|
Takashi Morisaki Outside Director |
Takashi Morisaki serves as Chairman of the Board at Mitsubishi Research Institute, Inc. and his extensive experience as a corporate manager is the reason for his appointment as Outside Director. | |
|
Shinji Kodama Audit & Supervisory Board Member |
Shinji Kodama worked for Mitsubishi Research Institute DCS Co., Ltd. and was in charge of system planning as Managing Executive Officer. His extensive experience and deep insight fostered through many years of corporate management are the reasons for his appointment as Outside Audit & Supervisory Board Member. |
〇 |
|
Kazuo Yamasaki Outside Audit & Supervisory Board Member |
Kazuo Yamasaki worked for The Mainichi Newspapers Co., Ltd. and served as its Managing Executive Officer and Director as well as Senior Managing Executive Officer and Director at its parent company, The Mainichi Newspapers Group Holdings Co., Ltd., where he was in charge of management strategies and compliance for the newspaper company as well as for the group overall. His extensive experience and deep insight fostered through many years of corporate management are the reasons for his appointment as Outside Audit & Supervisory Board Member. | 〇 |
|
Hideo Kubota Outside Audit & Supervisory Board Member |
Hideo Kubota served as director at PwC Tax Japan as a certified public tax accountant. His advisory track record at numerous listed companies and deep insight in financial, accounting, and tax affairs are the reasons for his appointment as Outside Audit & Supervisory Board Member. | 〇 |
Board of Directors Compensation
Basic Policy on Directors’ Compensation
We position directors’ compensation as one method to acquire, maintain, and nurture professionals at a high level. In order to realize a competitive level, the specific compensation level is set, in principle, to be comparable with that of a peer group consisting of Japanese and foreign companies with which JBS assumes there will be competition in attracting human resources.
Procedures for Determining Directors’ Compensation
The limit of directors’ compensation was decided to be within 500 million yen per year (however, this does not include salary as employees) at the General Meeting of Shareholders held on December 24, 2004 (at the time of resolution, there were three directors). Additionally, the Articles of Incorporation sets the number of JBS’s directors at three or more. The compensation of directors (excluding outside directors) shall be monetary compensation and consist of, within the scope approved by a resolution of the General Meeting of Shareholders, basic remuneration, bonuses, and directors’ retirement benefits.
(a)The basic remuneration amount is decided upon consultation by the Board of Directors with the Compensation Committee, taking into consideration public compensation levels, management details, balance with employee salaries, etc., and paid monthly
(b)The bonus may be paid upon assessment of individual business execution situations as directors and the amount of bonus is decided upon consultation by the Board of Directors with the Compensation Committee.
(c)The directors’ retirement benefits amount is decided and paid upon consultation by the Board of Directors with the Compensation Committee, based on a resolution by the General Meeting of Shareholders in accordance with Rules on Directors' and Executive Officers' Compensation.
The compensation of outside directors shall be monetary compensation and consists only of a fixed basic remuneration from the viewpoint of maintaining independence. The basic remuneration shall be decided upon consultation by the Board of Directors with the Compensation Committee within the scope approved by a resolution of the General Meeting of Shareholders, taking into consideration public compensation levels, management details and paid monthly.
The limit of Audit & Supervisory Board Members’ compensation was decided to be within 50 million yen per year at the General Meeting of Shareholders held on December 24, 2004 (at the time of resolution, there was one Audit & Supervisory Board Member). Additionally, the Articles of Incorporation sets the number of JBS’s Audit & Supervisory Board Members at three or more. The compensation of Audit & Supervisory Board Members shall be monetary compensation and consist of, within the scope approved by a resolution of the General Meeting of Shareholders, basic remuneration and directors’ retirement benefits.
The basic remuneration amount and directors’ retirement benefits are decided and paid upon consultation by Audit & Supervisory Board Members.
The compensation of part-time Audit & Supervisory Board Members shall be monetary compensation and consist only of a fixed basic remuneration. The basic remuneration amount is decided upon consultation by Audit & Supervisory Board Members and paid every monthly.
Total remuneration for directors and Audit & Supervisory Board Members with subtotals for each type of remuneration and numbers of recipients
| Title | Total remuneration （thousands of yen） |
Subtotals for each type of remuneration (thousands of yen) | Number of recipients （persons） |
|||
|---|---|---|---|---|---|---|
| Basic remuneration | Performance-based remuneration | Retirement benefits | Of the left, non-monetary compensation, etc. |
|||
| Directors (excluding outside directors) | 102,000 | 102,000 | - | - | - | 3 |
| Audit & Supervisory Board Members (excluding outside Audit & Supervisory Board Members) | - | - | - | - | - | - |
| Outside directors, External Audit & Supervisory Board Members | 53,940 | 53,940 | - | - | - | 7 |
- The total renumeration for directors does not include salary as employees for employees serving as directors.
Overview of the Compensation Committee
The Compensation Committee, as an advisory committee of the Board of Directors, deliberates on 1. agenda items of the General Meeting of Shareholders related to directors’ compensation, 2. basic policy for directors’ and executive officers’ compensation, 3. basic design of the system for directors’ and executive officers’ compensation, 4. decisions on directors’ and executive officers’ compensation, and 5. other matters related or ancillary to the above items, and by reporting opinions thereof, assists the decision-making of the Board of Directors.
Policy and Indicators for Performance-Linked Compensations
We aim to make the compensation of managers consist of an appropriate combination of a basic remuneration, which is a fixed remuneration, and short-term performance-linked remuneration and long-term performance-linked remuneration, which are performance-linked remunerations, as basic compensation components from the viewpoint of securing competitive power in order to acquire and maintain human resources and granting incentive for the company’s sustainable growth and improvement of medium- to long-term corporate value. In the future, we intend to move forward with considering the realization of a more appropriate compensation composition, including performance-linked compensation, taking into consideration the roles and responsibilities of individual managers, such as post, position, managed business, etc.
Succession Plan
Matters regarding the nomination, remuneration, etc. of the management team including a succession plan shall be deliberated by the Nomination Committee and Compensation Committee with appropriate advice from outside directors, etc.
