Based on our corporate mission, we seek long-term and stable growth for our business. To achieve this, we must make transparent, fair, and timely decisions with an understanding of the standpoints of all stakeholders important to the Group, including users, clients, shareholders, employees, business partners, nonprofit and nongovernmental organizations, and local communities.
We believe that governance is a vital system to that end, as well as an indispensable component for continually enhancing our corporate value as an attractive company.
Board of Directors
The Board of Directors, the group's highest decision-making body, provides monitoring and oversight functions on the business management of each group company. Recruit's Board of Directors consists of five directors, including two external ones. Through external representation on the Board, Recruit aims to strengthen its oversight of business execution and improve the transparency of its management.
|Major activities during the current fiscal year|
|Shigeo Ohyagi, Board Director||Participated in all 17 Meetings of the Board of Directors held during the current fiscal year. With his experience as Representative Director and President as well as Chairman of the Board of TEIJIN LIMITED, he makes statements from a practical perspective as an External Board Director, based on his deep insight cultivated through management of the global manufacturing company.|
|Yasushi Shingai, Board Director||Participated in all 17 Meetings of the Board of Directors held during the current fiscal year. With his experience as Executive Deputy President, Representative Director, Assistant to CEO of JAPAN TOBACCO INC., he makes statements from a practical perspective as an External Board Director, based on his deep insight cultivated through the acquisition of foreign corporations, etc.|
|Hiroki Inoue, Audit & Supervisory Board Member||Participated in all 17 Meetings of the Audit & Supervisory Board during the current fiscal year. He makes statements from a neutral and objective perspective as an External Audit & Supervisory Board Member, based on his deep insight into corporate legal affairs cultivated through experience as a lawyer.|
Audit and Supervisory Board
The Audit and Supervisory Board, consisting of four corporate auditors, monitors and oversees the directors. Two of the four corporate auditors are external. The corporate auditors participate in important meetings, such as the Board of Directors and the Business Strategy Meeting, in order to audit the status of directors' business operations and the current status of internal control systems. In addition, a third-party audit firm is responsible for performing accounting audits and assessing the appropriateness and legality of accounting and internal controls in accounting from an objective standpoint.
As part of efforts to strengthen the management oversight function, Recruit has voluntarily installed six committees under the direct control of the Board of Directors. In regard to the nomination, evaluation, and remuneration of directors, Recruit has created the Nomination Committee, the Evaluation Committee, and the Remuneration Committee. By reporting the details of committee deliberations to the Board of Directors, Recruit is working to improve transparency. The majority of the members of the three committees are external officers, and the committees are also chaired by external officers.
In addition, Recruit has installed three voluntary committees under the direct control of the Business Strategy Meeting, an advisory body to the President, CEO, and Representative Director. Launched in November 2003, the Management Advisory Committee, consisting of outside experts and some of Recruit's directors and executive officers, actively exchanges opinions on key management issues.
Management Advisory Committee Members (as of April 2017)
- Mr. Atsushi Egawa, President and Country Managing Director, Accenture Japan Ltd
- Mr. Kohzoh Takaoka, President and CEO, Nestlé Japan Ltd.
- Mr. Kenichiro Yoshida, Board Director, Executive Deputy President and Chief Financial Officer, Representative Corporate Executive Officer, Sony Corporation
Recruit has also installed the Ethics Committee as a forum to carry out preliminary deliberation of disciplinary actions of Recruit's executives and employees.
Officer Remuneration Policy
The Company has established the Evaluation Committee and the Remuneration Committee chaired by an External Board Director as advisory bodies to the Board of Directors for the purpose of enhancing objectivity and transparency of remunerations for executives. In terms of the amount of officer remuneration, remuneration for Board Directors is determined by the Board of Directors taking into account the reports by the Evaluation Committee and the Remuneration Committee, while remuneration for Audit & Supervisory Board Members is determined on the basis of consultation among the Audit & Supervisory Board Members, within remuneration ranges approved by the General Meeting of Shareholders.
External Board Directors are selected based on the independence criteria prescribed by the Tokyo Stock Exchange, as well as individual insight and capabilities in fulfilling duties and responsibilities as an External Board Director, regardless of gender, age and nationality.
In addition, the Company appoints external compensation consultants with a view to introducing objective viewpoints from outside the Company and expertise on officer remuneration systems. With their support, the Company reviews its remuneration standard and remuneration systems in light of external data, economic environment, industry trends and business conditions, among others.
For the fiscal year ended March 31, 2017, remunerations for Board Directors and Audit & Supervisory Board Members were as follows.
|Executive position||Number of grantees||Total remuneration
|Allowance for retirement benefits, etc.
|Board Directors (Excluding External Board Directors)||4||826 million||250 million||129 million||445 million||2 million|
|Audit & Supervisory Board Members (Excluding External Audit & Supervisory Board Members)||3||68 million||66 million||2 million|
|External Officers||5||53 million||53 million|
(Note 1) A resolution setting the upper limit on remuneration for Board Directors at 50 million yen per month was passed at the 31st Ordinary General Meeting of Shareholders held in June 1991.
(Note 2) A resolution setting the upper limit on remuneration for members of the Audit & Supervisory Board at 10 million yen per month was passed at the 57th Ordinary General Meeting of Shareholders held in June 2017.
For the fiscal year ended March 31, 2017, individual remunerations for officers (limited to officers whose total remunerations on a consolidated basis is 100 million yen or more) were as follows.
|Name||Executive position||Type of company||Total remuneration
|Allowance for retirement benefits, etc.|
|Masumi Minegishi||Representative Director||The Company||302 million||85 million||41 million||175 million||0 million|
|Shogo Ikeuchi||Board Director||The Company||168 million||55 million||27 million||85 million||0 million|
|Shigeru Kusahara||Board Director||The Company||186 million||55 million||31 million||100 million||0 million|
|Keiichi Sagawa||Board Director||The Company||168 million||55 million||27 million||85 million||0 million|
Policy on Strategic Shareholdings
In principle, the Company will purchase the shares of business partners when there is judged to be a business purpose in doing so. Decisions on whether to make such share purchases are made based on an overall assessment of the amount to be invested and the benefits to the Group of strengthening the business relationship.
Voting rights for policy shareholdings are appropriately exercised based on detailed analysis of matters to be voted upon and an assessment of what would be in the best interests of shareholder value. Affirmative votes will not be cast when doing so would clearly result in damage to shareholder interests. If a vote is cast against the matter to be voted upon, a report to such effect is given at the Board of Directors.