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
| Name | Position | Board of Directors |
Board of Auditors |
Strategy meeting |
Management meeting |
Nomination and Compensation Advisory Committee |
Compliance Committee |
|---|---|---|---|---|---|---|---|
| Tetsuro Yoshimatsu | Representative Director, Chairperson |
◎ | ◎ | ○ | ○ | ○ | |
| Kei Sugawara | Director, Vice Chairperson |
○ | ○ | ○ | ◎ | ||
| Hajime Endo | Representative Director, President |
○ | ○ | ◎ | ○ | ||
| Meyumi Yamada | Director | ○ | ○ | ○ | |||
| Michimasa Naka | Director (Outside) | ○ | ◎ | ||||
| Shinsuke Usami | Director (Outside) | ○ | ○ | ||||
| Hitoshi Hara | Auditor (Outside) | ○ | ◎ | ○ | ○ | ○ | |
| Kenji Miyako | Auditor (Outside) | ○ | ○ | ||||
| Junko Kotakemori | Auditor (Outside) | ○ | ○ | ||||
| Senior Executive Officers | ○ | ○ | |||||
| Head of business execution function |
○ | ○ | |||||
| General Managers of related departments |
○ | ○ |
◎ : Chair of the deliberation body○ : Members of the body
- Board of Directors
- The Board of Directors comprises six Directors (of which two are Outside 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 making decisions on basic policies on management, the Board supervises the execution of Directors' duties. In addition, three Auditors (all of which are Outside Auditors) attend every meeting of the Board of Directors and audit the legality of decision-making and business execution among others.
- Auditors and the Board of Auditors
- The Company has selected three Auditors (all of which are Outside Auditors), comprising one full-time and two part-time. All three Auditors attend the meetings of the Board of Directors, and the full-time Auditor attends other important meetings including the management meeting to examine the execution status of Directors' duties as well as the development and operation status of the internal control system, expressing opinions as necessary.
Additionally, the Board of Auditors, in principle, meets once a month, to determine the audit policy and to report on and deliberate the audit results of each Auditor. - Strategy meeting
- The strategy meetings are composed of directors, including the CEO (excluding outside directors), and senior executives. These meetings are held twice a month to deliberate on matters related to management, such as business plans and strategic initiatives, with a focus on the most critical issues.
- Management meeting
- The management meeting comprises the Directors including Representative Directors (excluding Outside Directors), the full-time Auditor and the heads of each business function, etc., and meets once a week to deliberate important management matters including the business plan and management strategies, and to report on and supervise the execution status of their respective businesses.
- Nomination and Compensation Advisory Committee
- The majority of the members of the Nomination and Compensation Advisory Committee comprises independent Outside Directors and independent Outside Auditors, and the committee makes appropriate reports in response to inquiries from the Board of Directors regarding basic compensation for each Director.
- Compliance Committee
- The Compliance Committee is chaired by the Officer in charge of compliance with members comprising Representative Directors, the full-time Auditor, related officers and general managers, and engages in compliance promotion activities, counters compliance violations, and carries out operations pursuant to whistle-blowing regulations, among others, in an effort to ensure the promotion of compliance-oriented management.
Diversity of Directors and Auditors
The Board of Directors and the Board of Auditors, as well as the expertise of each officer is as follows.
The below table does not express all of the knowledge and experience held by each Director and Auditor.
| Present position |
Among the knowledge and experience held by each Director and Auditor, the Company has particular expectations for the below |
Attributes | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Corporate management / management strategy | IT | Cosmetics | Marketing | Retail / distribution | International business | Finance | Accounting / tax affairs |
Independence (Outside only) | Male (★) Female (☆) |
||
| Tetsuro Yoshimatsu |
Representative Director, Chairperson |
○ | ○ | ○ | ○ | ○ | ー | ★ | |||
| Kei Sugawara |
Director, Vice Chairperson |
○ | ○ | ○ | ○ | ○ | ○ | ○ | ー | ★ | |
| Hajime Endo |
Representative Director, President |
○ | ○ | ○ | ○ | ○ | ○ | ー | ★ | ||
| Meyumi Yamada |
Director | ○ | ○ | ○ | ○ | ー | ☆ | ||||
| Michimasa Naka |
Director (Outside) |
○ | ○ | ○ | ○ | ★ | |||||
| Shinsuke Usami |
Director (Outside) |
○ | ○ | ○ | ○ | ○ | ★ | ||||
| Hitoshi Hara |
Auditor (Outside) |
○ | ○ | ○ | ★ | ||||||
| Kenji Miyako |
Auditor (Outside) |
○ | ○ | ○ | ★ | ||||||
| Junko Kotakemori |
Auditor (Outside) |
○ | ○ | ○ | ☆ | ||||||
Status of Outside Officers
The Company has two Outside Directors and three Outside Auditors.
The Company has established the following criteria for Outside Directors and Outside Auditors that are independent from the Company. In appointing Outside Directors and Outside Auditors, the Company selects candidates who satisfy the "Criteria for Independence of Outside Directors and Outside Auditors" established independently by the Company, in addition to the criteria stipulated by the Companies Act and the Tokyo Stock Exchange.
Criteria for Independence of Outside Directors and Outside Auditors
In principle, the Company shall appoint as Independent Outside Directors and Outside Auditors those who do not meet any of the following points:
(1) A person whose main business partner is the Company (meaning a person who received payment from the Company of 2% or more of the consolidated net sales in the most recent consolidated fiscal year), or a person who is the business executive of the company.
(2) A person who is a major business partner of the Company (meaning a person who paid 2% or more of the consolidated net sales of the company in the most recent consolidated fiscal year to the Group or whose outstanding loans to the Group accounted for 2% or more of the consolidated total assets of the Company), or its business executive.
(3) Consultants, accounting experts, or legal experts who receive a large compensation or other assets from a listed company other than remuneration for directors and corporate auditors (if the party receiving such assets is a corporation, partnership, or other organization, a person who belongs to such organization).
- （Note）
- "Business executive" means a person who executes business as defined in the Ordinance for Enforcement of the Companies Act and includes not only executive directors but also employees.
- "Large amount" means 10 million yen or more per fiscal year in the case of an individual, or 2% or more of total income in the case of an organization (corporation, partnership, etc.).
The Company has registered Outside Directors Michimasa Naka and Shinsuke Usami, Outside Auditors Hitoshi Hara, Kenji Miyako and Junko Kotakemori as Independent Directors/Auditors with Tokyo Stock Exchange, Inc.
Outside Director Michimasa Naka serves concurrently as Director of Vision Inc. and HR Cloud, Co., Ltd., the Group engages in business transactions with these companies, but the Company recognizes that independence is sufficiently ensured owing to the fact that transactions with this company account for less than 2% of the Group's consolidated net sales, and the company not being a major business partner of the Group. Naka holds 36,112 shares of the Company.
Outside Auditor, Kenji Miyako serves concurrently as Outside Auditor of GLOBIS Corporation, Trenders, Inc. and Open8 Corporation, and the Group engages in business transactions with these companies, but the Company recognizes that independence is sufficiently ensured owing to the fact that transactions with these companies account for less than 2% of the Group's consolidated net sales, and these companies not being a major business partner of the Group. Miyako holds 17,620 shares of the Company.
Other than the above, there are no personal, capital, business or other interests between the Company and the Outside Directors and Auditors.
We currently have the following five Outside Directors and Auditors.
| Name (Date of birth) |
Career profile |
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| Name (Date of birth) |
Career profile |
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Career profile |
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- （Notes）
- 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, 2023, to the conclusion of the Annual General Meeting of Shareholders for the fiscal year ending June 30, 2024.
- The terms of the Auditors are from the conclusion of the Annual General Meeting of Shareholders for the fiscal year ended June 30, 2023, to the conclusion of the Annual General Meeting of Shareholders for the fiscal year ending June 30, 2027.
Cooperation with Outside Directors and Outside Auditors
The two Outside Directors and the three Outside Auditors have experience as corporate management, and possess broad knowledge and experience as certified public accountants and certified public tax accountants, as well as attend meetings of the Board of Directors of the Company, to provide supervision, advice, and audits on decision-making pertaining to the execution of business activities. The two Outside Directors endeavor to enhance the efficiency and effectiveness of business activities by exchanging information with management and administration and internal control functions, while the three Outside Auditors endeavor to enhance the efficiency and effectiveness of audits, through mutual cooperation with the Internal Audit Office and the internal control functions by exchanging information.
Compensation paid to officers
Matters relating to the amount of officer compensation, etc. and policy for the determination of its calculation method
a ) Compensation, etc., for Directors
The Board of Directors, at its meeting held on June 30, 2021, passed the following resolution regarding the policy for determining the details of compensation, etc. for each individual Director for the current fiscal year.
(1) Basic Policy on Compensation System
(i) The total amount of compensation, etc. for Directors will be determined by taking into consideration the performance of each fiscal year in addition to the basic amount in accordance with the position and duties of the Director.
(i) The compensation, etc. for each Director will be determined based on the Company's operating results, business conditions, and economic conditions as well as the individual's annual performance evaluation and the duties and responsibilities to be assumed in the following year.
(2) Compensation system
The compensation system for Directors will comprise only fixed compensation in accordance with the position and duties of each Director, which shall be paid monthly. There is no performance-linked compensation, etc. or non-monetary compensation, etc.
(3) Method of determining compensation, etc.
Basic compensation for Directors will be determined by the Board of Directors after consultation with and report to the Nomination and Compensation Advisory Committee, the majority of whose members are independent Outside Directors and independent Outside Auditors.
b ) Compensation, etc., for Auditors
Compensation for Auditors is determined through discussions within the Board of Auditors.
At the 5th Annual General Meeting of Shareholders held on September 28, 2004, the maximum amount of total compensation for Auditors was resolved to be within 50 million yen per year. No more than four Auditors are allowed to serve under the Articles of Incorporation.
Total amount of compensation and compensation by type, by number of recipients, and by class of officers
| Category | Total compensation (Millions of yen) |
Total compensation by compensation type (Millions of yen) |
Number of officers (Persons) |
|||
|---|---|---|---|---|---|---|
| Fixed compensation |
Performance- linked compensation |
Retirement benefits |
Non-monetary compensation, etc. of the left items |
|||
| Directors (excluding Outside Directors) |
112 | 112 | - | - | - | 4 |
| Auditors (excluding Outside Auditors) |
- | - | - | - | - | - |
| Outside Director/ Auditor |
32 | 32 | - | - | - | 5 |
- （Notes）
- 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.
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.
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.