Basic corporate governance policy
The istyle Group believes that our success fundamentally depends on earning a reputation for the neutrality and reliability of the community websites that make up the core of our business. As such, it is our philosophy that building trust in the Group as a whole is of the highest importance in order to maintain our good reputation among consumers. Of course, the Internet industry is subject to significant changes due to external influences, and the Group maintains a strong awareness that we face particular management challenges as a member of that industry. It is with these challenges in mind that we make every effort to strengthen our corporate governance by improving our flexibility, transparency, objectivity, and the overall soundness of our management.
Corporate governance organizational chart and summary
- Board of Directors
- In the current fiscal year, the Board of Directors comprises six Directors, and in addition to regular meetings held every month, extraordinary meetings of the Board of Directors are also held as necessary in a flexible manner. In addition to executing business activities, Directors also mutually supervise the execution of each other's duties. In addition, Auditors attend every meeting of the Board of Directors and audit the execution of business activities by Directors.
- Management meeting
- The Company holds a management meeting comprising full-time Directors, full-time Auditors, and Directors of its subsidiaries, etc., every week. Through this meeting, the Company confirms the status of the day-to-day execution of business activities and increases the speed of decision-making, as it aims to enhance corporate value.
- Auditors and the Board of Auditors
- The Board of Auditors comprises one full-time Auditor and two part-time Auditors, and all Auditors are Outside Auditors. Auditors endeavor to enhance the effectiveness of corporate governance, including participating in meetings of the Board of Directors and other important meetings and providing opinions. In addition, in principle, the Board of Auditors meets after regular meetings of the Board of Directors and provides statements of its opinion regarding the content of supervision as necessary.
- Independent auditor
- The Company has an audit agreement with Deloitte Touche Tohmatsu LLC, and is audited in accordance with the Companies Act and the Financial Instruments and Exchange Act, with appropriate audits conducted as necessary.
Selection of outside directors and auditors, and the impartiality thereof
There are three Outside Directors of the Company and three Outside Auditors. When selecting Outside Directors and Outside Auditors, in addition to the criteria for Outside Directors and Outside Auditors set forth in the Companies Act, the Company comprehensively considers whether candidates can express appropriate opinions regarding the management of the Company, etc., from an objective perspective based on extensive knowledge and experience, and whether there are any issues with independence, taking into consideration such factors as the relationship between the Outside officer and the Company.
The Company has not established standards or a policy regarding independence when selecting Outside Directors and Outside Auditors, but when making selections, refers to the assessment standards regarding the independence of Independent Directors/Auditors of Tokyo Stock Exchange, Inc.
We currently have the following six outside directors and auditors.
(Date of birth)
(Date of birth)
(Date of birth)
- Directors Michimasa Naka, Yasuharu Ishikawa, and Yasukane Matsumoto are Outside Directors.
- Auditors Hitoshi Hara, Kenji Miyako, and Makiko Nakamori are Outside Auditors.
- The number of shares held by each Director and Auditor represents the effective number of shares held, including equity in the Directors' Shareholding Association of the Company.
- The terms of Directors are from the conclusion of the Annual General Meeting of Shareholders for the fiscal year ended June 30, 2018, to the conclusion of the Annual General Meeting of Shareholders for the fiscal year ending June 30, 2019.
- The terms of the Auditors are from the conclusion of the Annual General Meeting of Shareholders for the fiscal year ended June 30, 2015, to the conclusion of the Annual General Meeting of Shareholders for the fiscal year ending June 30, 2019.
Relationship with Outside Directors and Outside Auditors and approach to their independence
The Company has registered Outside Directors Michimasa Naka, Yasuharu Ishikawa, and Yasukane Matsumoto and Outside Auditors Hitoshi Hara, Kenji Miyako, and Makiko Nakamori as Independent Directors/Auditors with Tokyo Stock Exchange, Inc. Furthermore, Outside Auditor Kenji Miyako serves concurrently as Auditor of GLOBIS Corporation and Director of TeamSpirit Inc., and Outside Auditor Makiko Nakamori serves concurrently as Director of ITOCHU Techno-Solutions Corporation and Auditor of TeamSpirit Inc., and the Group engages in business transactions with these companies, but the Company recognizes that independence is sufficiently ensured owing to such factors, as transactions with these companies are accounting for less than 1% of the Group's consolidated selling, general, and administrative expenses; they not being major trading partners of the Group; and the fact that transactions are conducted with the same terms as those used with general business partners.
There are no other special interests, including personal relationships, capital relationships, or business relationships, between Outside Directors and Outside Auditors and the Company.
Compensation paid to officers
- Total amount of compensation and compensation by type, by number of recipients, and by class of officers at the filing company
(Fiscal year ended June 30, 2018) Category Total
(Millions of yen)
Total compensation by compensation type
(Millions of yen)
90 83 - 8 - 5 Auditors
- - - - - - Outside Director/
23 23 - - - 5
- 1. The maximum amount of compensation approved at the General Meeting of Shareholders is within 250 million yen per year for Directors and within 50 million yen per year for Auditors, including respective bonuses for Directors and Auditors.
- 2. The total amount of compensation and the number of Directors stated above include two Directors who retired at the conclusion of the 18th Annual General Meeting of Shareholders held on September 27, 2017.
- Total amount of compensation, etc., for each officer of the filing company, etc.
- As there are no officers for whom the total amount of compensation, etc., is 100 million yen or more, this information is omitted.
- Significant items among employee salaries paid to officers concurrently serving as employees
- As there are no officers concurrently serving as employees, there is no relevant information.
- Policies for the determination of the amount of officer compensation, etc.
- Compensation, etc., for Directors
- The amount of compensation, etc., for Directors is determined based on a resolution by the Board of Directors, within the maximum amount of total compensation determined at the General Meeting of Shareholders, taking into consideration the basic amount corresponding to position and responsibilities, as well as operating results of each year.
- Compensation, etc., for Auditors
- Compensation for Auditors is determined through discussions within the Board of Auditors.
Policy on anti-social forces
We explicitly delineate our code of conduct in our Compliance Regulations, stating, "We take resolute action against anti-social forces that would threaten the social order and sound operation of going concerns, taking no part in illegal or anti-social activity, and provide no benefit to anti-social forces, including but not limited to financial support, irrespective of whether in substance or form."
Per this code of conduct, seeking to prevent the incursion of anti-social forces in company management and from causing damages, we obtain information through third-party survey organizations at the start of trade with other parties and once annually thereafter in order to establish that the other party bears and continues to bear no relations with anti-social forces.
We also undertake courses provided by the Tokyo Citizens' Center for Expulsion of Anti-Social Forces on non-engagement with anti-social forces and what to do in the event of an unlawful demand from anti-social forces, using this to better improve our organizational approach to these issues.
We delineate an explicit manual and protocol for response to anti-social forces and what to do to research our transactional partners and handle unlawful requests.
We thoroughly disseminate the above code of conduct and manual to officers and employee and, through the administration departments under their purview, partner with attorneys, law enforcement, and other external organs for the ongoing training and edification of employee and the continued enhancement of an internal system for the expulsion of anti-social forces from society.