1. Basic Policy
The basic policy of ValueCommerce (hereinafter referred to as “the Company”) on corporate governance arises from the Company’s commitment to its stakeholders and to maximize stakeholder benefits. To achieve this, the Company has consistently striven to develop and enhance an organizational framework ensuring that operations are sound, transparent and accountable, as well as to improve efficiency and competitiveness. Under this policy, the Company strives to instill and raise awareness of all officers and employees of the legal, social and ethical responsibilities as stipulated by the Company’s internal charter through training in legal compliance, risk management and corporate governance.
2. Corporate Governance System
Composition of the Board of Directors and Committees
Board/Committee Chair ● Committee Members 〇
|Number of Meetings||Role|
|Board of Directors||13||The Board of Directors, as the highest management decision-making body in the Company, shall decide important management policies and strategies, and supervise whether the those charged with running the business are faithfully executing their duties based on the basic policies so decided. In principle, regular meetings of the Board of Directors shall be held once a month, and extraordinary meetings shall be held when there are urgent matters to be discussed.|
|Audit & Supervisory Committee||13||Through their attendance at meetings of the Board of Directors, the Audit & Supervisory Committee members shall monitor and verify the status of decision-making by the Board of Directors and the fulfillment of the Board of Directors’ supervisory obligations to each director. Furthermore, in order to audit the execution of duties by its directors, the Company shall receive reports from directors and employees, etc., as well as reports on audit plans, methods, and results, etc., from the accounting auditor. The Company also receives reports on internal audit plans, methods and results from the Internal Audit Office, which is in charge of internal audits, and conducts interviews as necessary.
The Audit & Supervisory Committee shall also gauge the opinions of the Board of Directors regarding the election of Directors (excluding Directors who sit on the Audit & Supervisory Committee) and their remuneration.
|Committee for Appointing Board Members||3||The Committee for Appointing Board Members has been established to act as an advisory body to the Board of Directors to ensure transparency and objectivity in the process of selecting directors and officers. The Committee for Appointing Board Members selects and deliberates on candidates for directors and executive officers and makes recommendations therein to the Board of Directors.|
|Remuneration Committee||4||The Remuneration Committee has been established as an advisory body to the Board of Directors, and assists the Board in formulating criteria for evaluating the performance of directors and executive officers and in determining directors’ remuneration, etc. The Remuneration Committee shall formulate and deliberate on major executive remuneration plans, remuneration policies and remuneration plans, and makes recommendations therein to the Board of Directors.|
|Special Committee||―||The Special Committee has been established as an organization that deliberates and examines the appropriateness of transactions and actions that conflict with the interests of controlling shareholders and minority shareholders, and makes recommendations, etc. to the Board of Directors in response to inquiries.
*The Special Committee did not meet in FY2021 since it was newly established in March 2022, but will meet once a quarter in principle and on an ad hoc basis as and when needed.
3. Board Skills Matrix
The following matrix represents up to three of the main skills, expertise, and experience possessed by each of our directors.
Our Directors have a broad range of backgrounds and experience, and possess many competencies beyond those listed below.
|Jin Kagawa||Masatomo Endo||Taku Hasegawa||Koichiro Tanabe||Yoshimasa Kasuya||Hajime Hatanaka|
|Toshio Takahashi||Takao Nakamura||Makoto Suzuki||Haruka Ikeda|
|Management||Experience as a corporate manager (director with representation rights)|
|Strategy・Business Development||Experience as head or officer in charge of a corporate planning division or business development division|
|Operation/Marketing||Experience in a position equivalent to general manager of a business division
Experience as head or officer in charge of a sales division
|Finance/Accounting/M&A||Experience as CFO and head or officer in charge of a finance-related division|
Experience as head or officer in charge of an accounting division, experience in working at an accounting firm or similar, and/or being a person with considerable knowledge and experience of finance and accounting, such as a certified public accountant or tax accountant
Experience as head or officer in charge of a division handling M&A and investment management, and/or experience in working at an investment bank or similar
|IT・Information Security||Experience as CIO, CTO, CDO, head or officer in charge of a system division, and/or experience in working at an information system company|
|Legal・Ethics/Audit/Governance||Experience as head or officer in charge of a division relating to legal affairs or compliance, experience in working at a law firm, and/or being an attorney|
Experience as head or officer in charge of an internal audit division, experience as statutory auditor of an affiliate and/or being a certified internal auditor
Experience as head or officer in charge of a general affairs division and/or experience as an outside officer in other companies excluding those in our group
|HR・Talent||Experience as CHRO and/or head or officer in charge of an HR/talent division|
４. Director Remuneration
（1）Remuneration of Directors (excluding independent outside directors)
|Monetary Remuneration||Fixed Remuneration: a fixed amount of money paid monthly|
|Stock-based Remuneration||Service condition-based restricted stock: awarding of non-performance-linked restricted stock|
|Monetary Remuneration||Performance-linked remuneration is paid in cash based on the degree of achievement in accordance with the performance indicators over a single fiscal year||Consolidated EBITDA
Consolidated Net Income
|Monetary Remuneration||Special performance-linked remuneration is paid in cash only if the Company achieves its performance targets over a single fiscal year||Consolidated EBITDA|
|Stock-based Remuneration||Performance condition-based restricted stock: remuneration linked to medium-term (three-year) performance, with the percentage of shares released from restrictions changing according to the degree of achievement in accordance with the performance indicators||Consolidated EBITDA|
Composition of Remuneration
|Fixed Remuneration||Performance-linked Remuneration|
|Monetary Remuneration||Stock-based Remuneration|
Malus and Clawback Clauses
The Company has established malus and clawback clauses that restrict the transfer of “service condition-based restricted stock,” “performance condition-based restricted stock,” and “special performance-linked remuneration” during their term in office, and that require forfeiture or return of these rights in the event of serious and/or improper acts that cause damage to the Company predicated during their term of office.
Determination of Remuneration
The base amount for each position, specific details and grant amount of stock-based Remuneration, calculation method for performance-linked remuneration, amount and payment conditions for special performance-linked remuneration, and other important matters concerning remuneration shall be determined by a resolution of the Board of Directors based on the results of deliberations by the Remuneration Committee, the majority of whose members are independent outside directors. The Board of Directors shall make its final decision by resolution based on the results of the deliberations.
（2）Remuneration for Independent Outside Directors
Remuneration for Directors who are Audit & Supervisory Committee Members is fixed remuneration only, in consideration of their roles.
The remuneration of each director who is a member of the Audit & Supervisory Committee is determined through discussions among Audit & Supervisory Committee Members within the limit of the amount of remuneration as resolved therein.