The State of Corporate Governance in the Company is as follows.
Basic Approach to Corporate Governance, Capital Structure, Company Attributes and Other Basic Information
Basic Approach
The vision of the CyberAgent Group (the “Group”) is to undertake business focused around the Internet, and through this young industry, become a hallmark company of the 21st century that has a large impact on society and consumers. So as to respect the position of the Group’s stakeholders and fulfill its corporate social responsibility, CyberAgent (the “Company”) has set down the CyberAgent Mission Statement, the objective of which is to not only ensure compliance with laws and regulations but to also establish corporate ethics and promote integrity. The Company does everything within its means to ensure that its officers and employees observe the stated mission.
The Company’s Board of Directors is kept in check through the participation in their meetings of two highly independent Outside Auditors. The Auditors actively express their opinions to ensure that fair decisions are made. The Group also utilizes a Board of Auditors system through which each Auditor audits the legality of the execution of duties by members of the Board of Directors. Furthermore, a Group Meeting attended by heads of the Company’s subsidiaries and major businesses is held every month. In addition to providing business updates, the sharing and confirmation of compliance is carried out in a cross-sectoral manner in an effort to reinforce the governance of the Group.
Active and prompt information disclosure is carried out in order to ensure fair and timely provision of information to shareholders and investors and the realization of transparent management.
State of the Corporate Governance System
The Group has adopted a Board of Auditors system as its corprate governance system.
Outside Directors have not been adopted as the Company believes that the placement of two highly independent Auditors as a system to audit management functions thoroughly in terms of outside oversight in management. Furthermore, the company has adopted CA8, which is an original system for rotating Directors. For constructive operation of the Board of Directors, CA8 establishes, in principle, the number of Directors at eight, with two Directors being replaced every two years as a general rule. This system has been executed since 2008 with the purpose of allowing a composition of Directors that matches the business strategy, creating a strong company organization through the retention of many persons with managerial talent and enabling the enlargement of business performance.
| Establishment of a Board of Auditors | Established |
|---|---|
| No. of Auditors | 3 |
| Appointment of Outside Auditors | Appointed |
|---|---|
| No. of Outside Auditors | 2 |
| Name | Supplementary Information related to Applicable Relationship | Reason for Appointing the Outside Auditor |
|---|---|---|
| Masao Horiuchi | Masao Horiuchi is the head of Usen Corporation’s Internal Control Office. There is no noteworthy interest with the Company. | Masao Horiuchi provides advice and proposals based on his abundant experience in and knowledge of finance, accounting, taxes and internal control. He is not from a major business partner, etc., and the Company believes that his role and function of auditing from an independent position is sufficiently secured. |
| Isao Numata | Isao Numata is the President of Five Eyes Network, Inc. and Security Business Laboratory Co., Ltd. He is an independent officer of the Company. There is no noteworthy interest with the Company. | Isao Numata is an Outside Auditor for whom there is no possibility of a conflict of interest arising with general shareholders. The Company believes that he is appropriate as an independent officer of the Company. |
Outside Auditors attend the meeting of the Board of Directors and meeting of the Board of Auditors, which are held on a periodic basis, receive reports on important matters related to auditing and execute abundant exchanges of opinion. Of the 18 meetings of the Board of Directors held in FY2009, Masao Horiuchi and Isao Numata attended all 18 meetings. Of the 14 meetings of the Board of Auditors held during the same fiscal year, Masao Horiuchi and Isao Numata attended all 14 meetings.
State of Executing Measures related to Shareholders and Other Stakeholders
1.State of Efforts Made toward the Revitalization of the Annual General Meetings of Shareholders and Facilitation of the Execution of Voting Rights
| Supplementary explanation | |
|---|---|
| Early sending of the notice of convocation of the Annual General Meeting of Stockholders | The Company endeavors for the early sending of notices of convocation at about three weeks prior to the holding of the annual general meeting of stockholders. In the case of the 12th Annual General Meeting of Stockholders, the notices of convocation were mailed on Tuesday, December 1, 2009, which was 17 days before the holding of the General Meeting of Stockholders. |
| Setting of the Annual General Meeting of Stockholders on dates that avoid peak general stockholder meeting seasons | The 12th Annual General Meeting of Stockholders was held on Friday, December 18, 2009. |
| Execution of voting rights through electromagnetic methods | Since the 10th Annual General Meeting of Stockholders, the Company has accepted the execution of voting rights via the Internet from personal computers and mobile phones. |
| Other | The notice of convocation (including the English version) is published on the corporate website. The Company takes consideration of convenient access and holds the Annual General Meeting of Stockholders at a venue close to a train station. It also strives for the revitalization of the Annual General Meeting of Stockholders by using video to execute business reports and business briefings. |
2.State of IR related Activities
| Supplementary explanation | Explanation provided by the president & CEO |
|
|---|---|---|
| Holding of regularly scheduled briefings for individual investors | A seminar for individual investors is held about two times a year or more, with the president & CEO providing an explanation of business performance and corporate strategy. | Yes |
| Holding of regularly scheduled briefings for analysts and institutional investors | - A briefing for analysts and institutional investors is held in accordance with the date of the announcement of quarterly financial results, and the president & CEO reports on the details of the financial closing as well as the corporate strategy. - Small meetings attended by the president & CEO, Director and others are held about four times a year. |
Yes |
| Holding of regularly scheduled briefings for overseas investors | The aforementioned financial results briefings held in Japan for analysts and institutional investors are recorded on videotape and made available on the corporate website for viewing from overseas. Furthermore, the English version of the financial results presentation materials is uploaded to the corporate website before the end of the day of the briefing. |
Yes |
| Publication of IR materials on the corporate website | Financial results (including the financial report and annual securities report), materials disclosed on a timely basis, financial results presentation materials, video streaming of briefings, etc. are published on the corporate IR websites at http://www.cyberagent.co.jp/ir/ (Japanese site) and http://ir.cyberagent.co.jp/ir_e/ (English site). |
Yes |
| Establishment of an IR-related division (person in charge) |
Division in charge: PR&IR Division Officer in charge: Susumu Fujita, President & CEO Person in charge of information handling: Go Nakayama、Executive Director Person in charge of clerical communication: Sonoko Miyagawa, Sr. Manager, PR&IR Division |
|
| Other | -Once a year, the Company publishes the “CyberAgentReport,” a pamphlet for shareholders that summarizes information on the Company’s business, services and financial status. -The Company introduces AmebaPigg, an emphasized service, through an animated video available on its corporate and IR websites. -The Company not only transmits information through its corporate and IR websites but also carries out two-way communication utilizing blogs and twitter. -The Company hosts sessions once every quarter for investors to experience one of its core businesses (Ameba). |
3.State of Efforts related to Respect of the Stakeholder Position
| Supplementary Explanation | |
|---|---|
| Stipulation in in-house regulations, etc. regarding respect of the stakeholder position | In order to respect the position of stakeholders and fulfill the Company’s corporate social responsibilities, the Company has established the CyberAgent Mission Statement, the objective of which is to thoroughly comply with not only laws and social norms but also establish corporate ethics. |
| Execution of environmental conservation and corporate social responsibility activities | The Company’s understanding is that focusing on the growth industry of the Internet and continually generating employment is one of the ways of contributing to society. |
| Formulation of policies, etc. related to the provision of information to stakeholders | The Company’s policy related to the provision of information to stakeholders is clearly stated in its Disclosure Policy. The Company executes information disclosure in accordance with the Tokyo Stock Exchange’s timely disclosure regulations. Regarding important information that may have an impact on investment decision-making, the Company strives to enable equal access by all stakeholders to such information. |
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