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For Investors -FOR INVESTORS-
Corporate Governance

Correspondence to Corporate Governance Code

Reference Material
  • Corporate Governance (725KB)
  • Reason not to enforce each principle of Corporate governance code

    (Supplement principle 1-2 ④)
    Currently, the ratio of foreign investors in our shareholders is 10%, which is relatively low. However, we will take the ratio into account and work on preparing the environment that enables our shareholders to exercise their voting rights electronically (use of Electronic Voting Platform, etc.), going forward. Regarding the English version of the notice of general meetings of shareholders, we have prepared the English version and published it on our website accompanied with the renewal of the English version of the information site for investors in October, 2016 since the notice of the 25th annual general meeting of shareholders.

    (Principle 2-6) Asset Owners
    Since we have not introduced a defined benefit pension plan, we consider Principle 2-6 is not applicable.

    (Principle 3-1 (v)) Explanation on individual appointment and removal, and nomination upon the Board of Directors electing and/or dismissing executive officers and nominating candidates for the position of directors and the Audit & Supervisory Board Members
    We haven’t disclosed the reasons for election and/or dismissal of executive officers including candidates of internal directors although we disclose the reasons of nomination for candidates of the outside directors and the Audit & Supervisory Board Members through the notice of general meetings of shareholders, etc. We will work to disclose them upon the election of new executive officers or dismissal.

    (Principle 3-1) Improvement of information disclosure
    (1)
    SOFTBRAIN Group has a corporate philosophy consisting of four basic principles, “We always accept changes”, “Our company is for shareholders, and exists for employees and customers”, “We share universal values beyond the differences in races, genders, etc., contributing to the local community”, “We pursue the essence of things based on the facts”, under our basic concept, “To be open to change”.
    We highly value the corporate governance to stably develop in the long term based on this corporate philosophy and continuously improve our corporate value as an attracting company for all the stakeholders such as our users, clients, shareholders, employees, customers, local community, administrative organs, etc. that we place value on. Regarding our management strategies and management plans, we explain them in briefings such as general meetings of shareholders and financial results briefings, and disclose documents.

    <Our website>
    Financial results information
    https://www.softbrain.co.jp/investor/en/finance/index.html

    (2)
    Our basic policy in management is to improve our corporate value for all the stakeholders including customers, local communities, employees as well as shareholders and investors. To realize that, we will make efforts to improve the corporate governance by further improving and maintaining the internal control system and risk management system, centering on the Board of Directors, Audit & Supervisory Board, and accounting auditors.

    (3)
    We discuss and determine the amount of the individual compensation of directors in the Board of Directors that includes independent external directors. Regarding the compensation of directors, etc., the compensation of executive directors is composed of the fixed basic compensation and performance-linked compensation provided according to the financial results in the business year, and the compensation of external directors is composed of the fixed basic compensation. Additionally, the directors may be properly given stock acquisition compensation as an incentive for the improvement of our corporative value. Details are described in 2 -1.”Disclosure of the policies to determine the amount of compensation and calculation method” in this report.

    (4)
    Regarding the election of our executive officers, we select candidates for directors and Audit & Supervisory Board Members regardless of genders and nationalities, considering the personality, knowledge and expertise, appoint well-qualified persons who can fulfill the duties and responsibility, and discuss and elect executive officers at the Board of Directors that includes independent external directors. Especially, regarding the candidates for directors, we appoint the persons who can understand and implement our corporate philosophy, and contribute to the improvement of our medium- to long-term corporate value, Also, regarding the candidates for Audit & Supervisory Board Members, we appoint more than one person who has appropriate knowledge of finance and accounting for Audit & Supervisory Board Members, obtain the consent of the Audit & Supervisory Board, and discuss and elect Audit & Supervisory Board Members at the Board of Directors that includes independent external directors.
    If we confirm that our executive officers misconducted or seriously violated laws or the Articles of Incorporation, etc. , we will dismiss them after discussing and resolving at the Board of Directors that includes independent external directors.

    (5)
    Though we have disclosed the reasons for appointing the candidates for external directors and Audit & Supervisory Board Members in the notice of the general meetings of shareholders, etc., we have not disclosed the reasons for electing and dismissing our executive officers including the candidates for inside directors. However, we will make efforts to disclose the reasons for electing and dismissing new candidates for our executive officers in the future.

    (Supplement principle 3-1 ①)
    We will specifically put information disclosure on the election and dismissal of executive officers as well as appropriate disclosure of management strategies including medium-term management plans.

    (Supplement principle 4-3 ②)
    We will make efforts to elect the CEO with excellent qualifications, taking enough time and resources by following objective timely and clear procedures,
    because the election and dismissal of the CEO is the most important strategic decision making for us.

    (Supplement principle 4-3 ③)
    If we confirm the CEO is not fully exercising his function, we will establish objective, timely and clear procedures to dismiss the CEO.

    (Supplement principle 4-10 ①)
    Though we haven’t established an independent advisory committee such as an arbitrary Nominating Committee and Compensation Committee, we have received appropriate intervention and advice on very important matters such as the nomination and compensation of executive officers and directors from independent external directors, and we believe the independency and objectivity of the functions of the Board of Directors and its accountability are fully secured regarding this matter.

    (Principle 4-11) Preconditions for securing the effectiveness of the Board of Directors and Audit & Supervisory Board
    Our Board of Directors is currently composed of 7 directors who are male and have Japanese nationalities, and it is properly operated by the members who have excellent personality, knowledge, capabilities and rich experiences as well as high senses of ethics. We elected the members of the Board of Directors, considering their expertise of management, sales, technology, finance, accounting and law, etc. and different backgrounds and experiences.
    However, we realize that we have issues in terms of genders and diversity in the aspect of internationality. So, we will earnestly make efforts to consider securing directors of female and foreign human resources, going forward.

    Disclosure based on each principle of corporate governance code

    (Principle 1-4) Cross-shareholdings

    1) Policy on cross-shareholdings of listed shares
    We are not holding any listed shares as cross-shareholdings for the purpose of strengthening the business relations at the moment.
    However, there is a possibility that we will hold listed shares as cross-shareholdings for the purpose of strengthening the business relations in the future.
    If we hold listed shares as cross-shareholdings, we will specifically check if the purpose of holding the listed shares as the cross-shareholdings and the benefits and risks of the cross-shareholdings are suitable for the capital costs, etc. at the Board of Directors every year to verify the suitability of the cross-shareholdings. And if we find the meaning of the cross-shareholdings is lacking, we will dispose or reduce them as soon as possible and disclose the content of that verification.
    2) Policy of exercising the voting rights of cross-shareholdings
    Regarding the exercising of voting rights of cross-shareholdings, we will comprehensively check if it will contribute to the medium- to long-term improvement of our corporative value and increase in shareholders’ value and decide to exercise voting rights after finding out pros or cons for each proposal.

    (Principle1-7) Relatedpartytransactions
    Regarding the transactions between our company and directors, we take them as acknowledged matters as stipulated in the Articles of Incorporation. Additionally, regarding the transactions between our company and principal shareholders, we take them as acknowledged matters, so we deliberate the rationality of the transactions (necessity in businesses) and appropriateness of terms and conditions in the Board of Directors that includes independent external directors.

    (Principle 2-6) Asset owners
    Since we have not introduced a defined benefit pension plan, we consider Principle 2-6 is not applicable.

    (Principle 3-1) Improvement of information disclosure
    (1)
    SOFTBRAIN Group has a corporate philosophy consisting of four basic principles, “We always accept changes”, “Our company is for shareholders, and exists for employees and customers”, “We share universal values beyond the differences in races, genders, etc., contributing to the local community”, “We pursue the essence of things based on the facts”, under our basic concept, “To be open to change”.
    We highly value corporate governance to stably develop in the long term based on this corporate philosophy and continuously improve our corporate value as an attracting company for all the stakeholders such as our users, clients, shareholders, employees, customers, local community, administrative organs, etc. that we place value on. Regarding our management strategies and management plans, we explain them in briefings such as general meetings of shareholders and financial results briefings and disclose documents.

    <Our website>
    Financial results information
    https://www.softbrain.co.jp/investor/en/finance/index.html

    (2)
    Our basic policy in management is to improve our corporate value for all the stakeholders including customers, local communities, employees as well as shareholders and investors. To realize that, we will make efforts to improve the corporate governance by further improving and maintaining the internal control system and risk management system centering on the Board of Directors, Audit & Supervisory Board, and accounting auditors.

    (3)
    We discuss and determine the amount of the individual compensation of directors in the Board of Directors that include independent external directors. Regarding the compensation of directors, etc., the compensation of executive directors is composed of the fixed basic compensation and performance- linked compensation provided according to the financial results in the business year, and the compensation of external directors is composed of the fixed basic compensation. Additionally, the directors may be properly given stock acquisition compensation as an incentive for the improvement of our corporative value. Details are described in 2 -1, ”Disclosure of the policies to determine the amount of compensation and calculation method” in this report.

    (4)
    Regarding the election of our executive officers, we select candidates for directors and Audit & Supervisory Board Members regardless of genders and nationalities, considering the personality, knowledge and expertise, appoint well-qualified persons who can fulfill the duties and responsibility, and discuss and elect executive officers at the Board of Directors that includes independent external directors. Especially, regarding the candidates for directors, we appoint the persons who can understand and implement our corporate philosophy, and contribute to the improvement of our medium- to long-term corporate value, Also, regarding the candidates for Audit & Supervisory Board Members, we appoint more than one person who has appropriate knowledge of finance and accounting for Audit & Supervisory Board Members, obtain the consent of the Audit & Supervisory Board, and discuss and elect Audit & Supervisory Board Members at the Board of Directors that includes independent external directors.
    If we confirm that our executive officers misconducted or seriously violated laws or the Articles of Incorporation, etc. , we will dismiss them after discussing and resolving at the Board of Directors that include independent external directors.

    (5)
    Though we have disclosed the reasons for appointing the candidates for external directors and Audit & Supervisory Board Members in the notice of the annual general meeting of shareholders, etc., we have not disclosed the reasons for electing and dismissing our executive officers including the candidates for inside directors . However, we will make efforts to disclose the reasons for electing and dismissing new candidates for our executive officers in the future.

    (Supplement principle 4-1①) The scope of the authorization for executive officers
    The scope of the authorization for executive officers is stipulated in the regulations of the Board of Directors. Specifically speaking, the Board of Directors discusses and decides important matters on management such as medium-term management plans and decision of fiscal budget and important matters on the organization and personnel affairs as well as matters that legally need resolutions in the Board of Directors, and authorizes executive officers to do other decision-making and execution of duties.

    (Principle 4-9) Independence standards and qualifications of independent external directors
    We have elected the persons who can meet the qualifications stipulated in the Articles of Incorporation and independence standards stipulated in the Financial Instruments Exchange as independent external directors.

    (Supplement principle 4-11①) Our view on the balance, diversity and size of the Board of Directors as a whole
    We consider the Board of Directors should be composed of the rational number of directors according to the size of the business, and the persons with expertise such as management, accounting, finance, development, etc. should be placed as members in a well-balanced manner.

    (Supplement principle 4-11②) Status of concurrent duties of external directors and external Audit & Supervisory Board members
    The status of concurrent duties of our directors and Audit & Supervisory Board members is described in our securities report, etc.

    (Supplement principle 4-11③) Analysis and evaluation of the effectiveness of the Board of Directors
    We conduct analysis and evaluation of the effectiveness of the Board of Directors. We stipulate appropriate evaluation items to figure out the current status of the Board of Directors, and conduct multilateral evaluations. Most recently, we had a research throughout a year in FY2017, and confirmed that the Board of Directors was effectively functioning.

    (Supplement principle 4-14②) Policy on the training for directors and Audit & Supervisory Board members
    Regarding newly-appointed directors and Audit & Supervisory Board Members, we share our basic information such as the company profile, management strategies, financial strategies, etc. and bear the expenses required to acquire necessary knowledge as newly-appointed directors and Audit & Supervisory Board Members to some extent. Additionally, we appropriately set up opportunities to promote the understanding of our business for them and take measures to share the business strategies of the main business learned from directors in charge with external directors.

    (Principle 5-1) Policy on the constructive dialogue with shareholders
    1) Basic attitude
    Regarding the disclosure of important information in case there are decision of facts, occurrence of facts and information related to financial results that affect investment decisions, we conduct information disclosure, following the Rules on Timely Disclosure of Corporate Information by Issuers of Listed Securities stipulated by Tokyo Stock Exchange..
    Also, regarding the information not corresponding to Timely Disclosure Rules, we disclose information as actively and fairly as possible to respond to the requests from shareholders and investors.

    2) System to promote dialogues
    The directors who supervise business management sections always cooperate with IR related departments regarding the preparation of documents related to IR activities and information sharing, have dialogues with shareholders and investors upon their requests and secure opportunities for the President & CEO and other executive officers to have dialogues with shareholders and investors, making efforts to create useful opportunities for shareholders and investors.

    3) Initiatives to improve IR/SR activities
    Regarding the information related to Timely Disclosure Rules, we follow the rules and publish it through TDnet (Timely Disclosure Network) provided by Tokyo Stock Exchange after explaining it to TSE in advance, and put it on our website immediately after the publication.

    4) Feedback of the opinions of shareholders and investors to executive officers
    Employees in charge of IR give feedback of the opinions and concerns of shareholders and investors learned through the dialogues to the Board of Directors and executive officers regularly or as needed.

    5) Management of insider information
    We refrain from making comments or replying to questions on financial results from the following day of a financial period to the day of announcement of financial results as a silent period to avoid the leak of information that has an influence on our stock prices in the preparation period of the announcement of financial results. However, if we find there is a big difference between the financial results forecast and actual results in the silent period, we will disclose the information properly.
    Also, regarding the information not corresponding to Timely Disclosure Rules, we are considerate about delivering the information to shareholders and investors as accurately and fairly as possible based on the principle of timely disclosure.

    6) Understanding of our shareholder structure
    We understand our shareholder structure, using our stockholders’ list every half year. We don’t have any specific survey of our shareholders who hold our shares, but we respond to the persons who request for the dialogue with us as shareholders as much as possible.

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