Governance Corporate Governance
- Basic Policy /
Corporate Governance Framework - Board of Directors
- Evaluations of the Board of Directors’ Effectiveness
- Conducting Training for Outside Officers
- Remuneration Committee and Nomination Committee
- Audit & Supervisory Board
- Meetings of Outside
Directors and Outside Audit
& Supervisory Board
Members - Guidelines・Report
Board of Directors
Roles and Responsibilities of the Board of Directors
The Board of Directors, mindful of fiduciary and accountability responsibilities to shareholders and in accordance with the fundamental principles of the Group, provides overall guidance for the management of the entire Group with the aim of contributing to the creation of an abundant future for sei-katsu-sha, the growth of the economy, and the development of society. In doing so, the Board strives to appropriately assess the Company’s performance, makes decisions on the execution of significant business, exercises effective oversight over directors and corporate officers, ensures accurate and proper information disclosure, and oversees the establishment and operation of internal controls and risk management systems.
Director Nomination Policies and Skills Matrix
Please refer to the following page for details.
Director and Audit & Supervisory Board Member Skills Matrix
Attendance of the Board of Directors
In principle, the Board of Directors meets at least once a month, and extraordinary meetings are held as necessary.
The Board met 20 times during FY2022. Director attendance is shown below.
Position | Name | Attendance |
---|---|---|
Director & Chairman | Hirokazu Toda | 20/20 (100%) |
Representative Director & President | Masayuki Mizushima | 18/20 (90%) |
Director & Executive Vice President | Hirotake Yajima | 20/20 (100%) |
Representative Director & Senior Executive Corporate Officer | Masanori Nishioka | 20/20 (100%) |
Director & Senior Executive Corporate Officer | Akihiko Ebana | 20/20 (100%) |
Director & Senior Corporate Officer | Motohiro Ando | 13/15 (86%) |
Outside Director | Noboru Matsuda | 20/20 (100%) |
Outside Director | Nobumichi Hattori | 20/20 (100%) |
Outside Director | Toru Yamashita | 20/20 (100%) |
Outside Director | Ikuko Arimatsu | 15/15 (100%) |
- Note: The status of attendance of the Board of Directors by directors Motohiro Ando and Ikuko Arimatsu reflects meetings held after they were appointed in June 2022.
Specific Board of Directors’ agenda items for FY2022 are as described below.
Agenda Items | Key Contents |
---|---|
Items to be resolved | General Meetings of Shareholders, evaluations of the effectiveness of the Board of Directors, director-related personnel matters and compensation, shareholder returns (dividends, buyback of shares), management strategies, quarterly Group budgets and financial results, and important matters such as investments, M&A, the establishment of operating companies, etc. |
Items to be reported | Results of voting rights exercised at the General Meeting of Shareholders, status of shareholder composition, submission of annual securities reports and internal control reports, details of deliberations by the Remuneration Committee and the Nomination Committee, monitoring of cross-shareholdings, status of fund management, evaluation of internal control over financial reporting, audit plan by the Audit & Supervisory Board, audit fees for the independent auditing firm, quarterly Group performance, and other matters |
Items to be discussed | Self-evaluation of the Board of Directorsʼ effectiveness, Group budgeting policy, etc. |
Advisory Bodies to the Board of Directors and Meetings to Assist the Board of Directors in Decision-Making
The Company has established the following committees as advisory bodies to the Board of Directors and to assist the Board in its decision-making.
Conference Body | Purpose and Activities | Constituent Members |
---|---|---|
Remuneration Committee | The Company has established the Remuneration Committee and the Nomination Committee as advisory bodies to the Board of Directors and ensures the transparency and reasonableness of the process for determining the appointment, dismissal, and compensation of the Companyʼs directors and corporate officers through the deliberation and resolution of such matters by the Board of Directors. The status of attendance at meetings of these committees is indicated below. | Chair: Noboru Matsuda Independent outside director Members: Nobumichi Hattori Independent outside director, Toru Yamashita Independent outside director, Ikuko Arimatsu Independent outside director, Hirokazu Toda Director, Masayuki Mizushima Director, Masanori Nishioka Director |
Nomination Committee | The Company has established the Remuneration Committee and the Nomination Committee as advisory bodies to the Board of Directors and ensures the transparency and reasonableness of the process for determining the appointment, dismissal, and compensation of the Companyʼs directors and corporate officers through the deliberation and resolution of such matters by the Board of Directors. The status of attendance at meetings of these committees is indicated below. | Chair: Noboru Matsuda Independent outside director Members: Nobumichi Hattori Independent outside director, Toru Yamashita Independent outside director, Ikuko Arimatsu Independent outside director, Hirokazu Toda Director, Masayuki Mizushima Director, Masanori Nishioka Director |
Executive Committee | This committee, which was established to assist the Board of Directors in decision-making, mainly deliberates in advance on important management matters such as bud-gets, medium-term plans, and organi-zational, investment, and loan matters. | Chair of Executive Committee: Masayuki Mizushima Representative Director & President Members: Hirokazu Toda Director & Chairman, Hirotake Yajima Director & Executive Vice President, Masanori Nishioka Representative Director & Senior Executive Corporate Officer, Akihiko Ebana Director & Senior Executive Corporate Officer, Motohiro Ando Director & Senior Corporate Officer, and others designated by the chairperson |
Group Executive Committee | This committee, which was established to assist the Board of Directors in decision-making, mainly deliberates in advance on important management matters such as bud-gets, medium-term plans, and organi-zational, investment, and loan matters that relate to the entire Group. | Chair of Group Executive Committee: Masayuki Mizushima Representative Director & President Members: Hirokazu Toda Director & Chairman, Hirotake Yajima Director & Executive Vice President, Masanori Nishioka Representative Director & Senior Executive Corporate Officer, Akihiko Ebana Director & Senior Executive Corporate Officer, Motohiro Ando Director & Senior Corporate Officer, Yasuo Izumi Corporate Officer, Hideyuki Kikuchi Corporate Officer, and others designated by the chairperson |
Integrated Committee | This committee was established to regularly monitor and manage the progress of profit plans by reporting and exchanging opinions on the consolidated performance of the Group and the performance of its advertising and integrated media companies. The committee is com-posed mainly of directors (excluding outside directors) of the Company and its advertising and integrated media companies. | Chair of Integrated Committee: Masayuki Mizushima Representative Director & President Members: Hirokazu Toda Director & Chairman, Masanori Nishioka Representative Director & Senior Executive Corporate Officer, Akihiko Ebana Director & Senior Executive Corporate Officer, Motohiro Ando Director & Senior Corporate Officer, Hidetaka Tada Senior Corporate Officer, Akihiko Tokuhisa Corporate Officer, Takeshi Tokugawa Corporate Officer, Masato Aoki Corporate Officer, Yasutoshi Hiratsuka Corporate Officer, representatives of Group companies designated by the chairperson, and others designated by the chairperson |
Hakuhodo DY Group Sustainability Committee | This committee was established to consider and formulate fundamental policies, themes, and action plans regarding sustainability and the environ-ment, in line with the Groupʼs values. The committee reports to the Board of Directors on the evaluation and status of climate-related issues, as well as managing goals. The committee also makes comprehensive decisions on various topics, such as formulating business strategies, taking climate-related challenges into account. | Chair of Hakuhodo DY Group Sustainability Committee: Masayuki Mizushima Representative Director & President Members: Hirokazu Toda Director & Chairman, Hirotake Yajima Director & Executive Vice President, Masanori Nishioka Representative Director & Senior Executive Corporate Officer, Akihiko Ebana Director & Senior Executive Corporate Officer, and Motohiro Ando Director & Senior Corporate Officer |