Governance
Governance
As a publicly traded company, Ceres has established a system to maximize its
corporate value from a long-term perspective as a basic corporate governance goal. It aims to
enhance its management organization in order to improve management efficiency and strengthen
compliance.
Ceres belongs to an internet-related industry where the market landscape is changing
rapidly. We recognize that some of the most important management issues are ensuring the flexibility
of the business, while at the same time increasing our transparency and integrity, and in addition
securing trust from our shareholders, customers, users, employees, and other stakeholders. We will
ensure thorough information management and fulfill our responsibility to stakeholders by disclosing
relevant information without delay. In addition, in order to strengthen compliance, we are
proactively taking measures such as strengthening our internal auditing system as well as improving
leveraged service quality by strict adherence to the rules outlined under the Privacy Mark system.
We will continue to take a sincere approach to improving our internal systems.
Ceres conducts effectiveness assessments of its Board of Directors in accordance with the Corporate Governance Code established by the Tokyo Stock Exchange and discloses summaries of the results in order to enhance the effectiveness of the Board of Directors, build a more comprehensive corporate governance structure, and increase corporate value over the medium to long term.
Ceres established the Nomination and Remuneration Advisory Committee on March 24,
2020, which is composed of a majority of Independent Outside Directors, as an optional advisory body
to the Board of Directors.
The purpose of the Nomination and Remuneration Advisory Committee is
to enhance the corporate governance system by strengthening the independence, objectivity, and
accountability of the Board of Directors' functions regarding the nominations and compensation of
directors, etc. The Committee deliberates on the following items in consultation with the Board of
Directors and reports to the Board of Directors on the contents of such deliberations.
|
Committee Name |
All Committee Members |
Full-time Committee Members |
Inside Directors |
Outside Directors |
External Experts |
Other |
Chairman |
|
|---|---|---|---|---|---|---|---|---|
|
Any committee equivalent to Nomination Committee |
Nomination and Compensation |
3 |
0 |
1 |
2 |
0 |
0 |
Inside Directors |
|
Any committee equivalent to Compensation Committee |
Nomination and Compensation |
3 |
0 |
1 |
2 |
0 |
0 |
Inside Directors |
The expertise and experience of the directors are as follows.
|
Independency |
Corporate Management |
Sales and Marketing |
IT and DX |
Finance and Accounting |
Legal Risk Management |
SDGs and ESG |
|
|---|---|---|---|---|---|---|---|
|
Satoshi Takagi |
● |
● |
● |
● |
● |
||
|
Tetsuya Nozaki |
● |
● |
● |
● |
|||
|
Yasuhiro Kobayashi |
● |
● |
● |
● |
|||
|
Yusuke Shiga |
● |
● |
● |
● |
|||
|
Hitoshi Tada |
● |
● |
● |
● |
● |
● |
|
|
Shoko Sato |
● |
● |
● |
● |
● |
||
|
Kana Chitose |
● |
● |
● |
||||
|
Yoshindo Takahashi |
● |
● |
● |
● |
● |
● |
|
|
Masataka Uesugi |
● |
● |
● |
● |
|||
|
Sanae Okawa |
● |
● |
● |
● |
|
Name |
Attributes |
Relationship with Ceres |
||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
a |
b |
c |
d |
e |
f |
g |
h |
i |
j |
k |
||
|
Hitoshi Tada |
From another company |
|||||||||||
|
Shoko Sato |
From another company |
|||||||||||
|
Yoshindo Takahashi |
From another company |
● |
||||||||||
|
Masataka Uesugi |
Lawyer |
|||||||||||
|
Sanae Okawa |
From another company |
|||||||||||
|
Name |
Audit & Supervisory Committee Member |
Independent Director |
Supplemental Explanation of Conforming Items |
Reason for Appointment |
|---|---|---|---|---|
|
Hitoshi Tada |
● |
Mr. Tada has served as a representative and officer mainly at financial institutions. He has abundant experience and insight in corporate management practices. We have elected him as an Outside Director because we believe that he will utilize his qualifications to strengthen Ceres's management supervision abilities. In addition, because he has no special relationship with Ceres and has no conflicts of interest with our management, it has been concluded that he has a high degree of independence and we have designated him as an independent director who is not likely to cause conflicts of interest with general shareholders. |
||
|
Shoko Sato |
● |
Ms. Shoko Sato has been appointed as an Outside Director based on our assessment that her extensive experience and deep expertise in the fields of technical public relations and Developer Relations will contribute to the Company’s management. We expect her to appropriately supervise management and contribute to the Company’s sustainable growth and the enhancement of corporate value over the medium to long term. Furthermore, Ms. Sato has no special interest in the Company and has no conflicts of interest with the Company’s management. Accordingly, she is considered to have a high degree of independence and has been designated as an independent director with no risk of conflicts of interest with general shareholders. |
||
|
Yoshindo Takahashi |
● |
● |
Mr. Takahashi is appointed as an Outside Director (Audit & Supervisory Committee Member) based on our judgment that he can objectively supervise the relevance of management based on his experience and broad insight, mainly at financial institutions, and utilize his qualifications to strengthen Ceres's auditing abilities. In addition, since he has no conflicts of interest with our Management, it has been judged that he has a high degree of independence and we have designated him as our independent director who is not likely to cause conflicts of interest with general shareholders. |
|
|
Masataka Uesugi |
● |
● |
Mr. Uesugi is appointed as an Outside Director (Audit & Supervisory Committee Member) based on our judgment that he can objectively supervise the relevance of management based on his experience and broad insight, mainly at financial institutions, and utilize his qualifications to strengthen Ceres's auditing abilities. In addition, he has established a law firm, but it has no special relationship with Ceres and has no conflicts of interest with its management, so it has been judged that he has a high degree of independence and we have designated him as our independent director who is not likely to cause conflicts of interest with general shareholders. |
|
|
Sanae Okawa |
● |
● |
Ms. Okawa has been appointed as an Outside Director who is an Audit and Supervisory Committee Member based on our assessment that, as a certified public accountant and tax accountant, she possesses professional expertise in finance, accounting, and tax matters, and that she will contribute to further strengthening the Company’s governance framework by objectively supervising management from an independent standpoint. In addition, as she has no conflicts of interest with the Company’s management, she is considered to have a high degree of independence and has been designated as an independent director with no risk of conflicts of interest with general shareholders. |
The Company established its “Directors’ Remuneration Policy” at a meeting of the Board of Directors held on February 19, 2021. In order to enhance the effectiveness of sustainability management and further clarify directors’ commitment to improving corporate value over the medium to long term, the Company revised this policy, effective March 30, 2026, following its approval at the 21st Annual General Meeting of Shareholders held on the same date.
An outline of the revised policy is as follows.
For Outside Directors, in light of their roles and independence, remuneration continues to consist solely of fixed compensation.
From the perspective of strengthening corporate governance and implementing the basic policy, remuneration for directors (excluding Audit and Supervisory Committee Members and Outside Directors) consists of the following three components:
(i) Fixed compensation (base salary)
(ii) Bonuses as short-term incentives
(iii) Stock-based compensation (pre-delivery type restricted stock) as medium- to long-term incentives
The composition ratio varies depending on the director’s position.
Remuneration for Outside Directors consists solely of fixed compensation.
(1) Basic remuneration (Fixed remuneration) Decisions shall be based on comprehensive consideration of the position, full-time or part-time status, career, past salary and remuneration levels, areas of responsibility and duties, and remuneration levels in the same industry, etc.
(2) Bonuses Bonuses are designed as short-term incentives aligned with shareholder interests. The base amount is calculated based on the level of achievement of consolidated net income (profit attributable to owners of parent), which is approved by the Board of Directors and announced as a performance forecast each year (typically in February). The calculation also considers each director’s position, base salary, contribution during the fiscal year, and the performance and growth of the business segment under their responsibility. The final bonus amount is determined by applying a coefficient linked to the achievement level of SPTs (non-financial indicators) to the calculated base amount. The SPT used for bonus determination is the CDP Climate Change Score, an internationally recognized climate-related evaluation metric.
(3) Stock remuneration (Pre-delivery type restricted stock) To provide incentives for sustainable growth in corporate value and to further align interests with shareholders, monetary claims are granted as compensation for the issuance of restricted stock. The total amount of stock-based compensation is determined within the limits of 50,000 shares per year and ¥300,000 thousand per year, taking into account consolidated net income. The number of shares granted to each director and the corresponding monetary amount are determined based on base compensation, individual contribution, business segment performance and growth, and trends in the Company’s share price. A coefficient linked to the achievement level of SPTs is applied to determine the final amount. The SPT used for stock-based compensation is the EcoVadis medal score, an internationally recognized assessment of supply chain sustainability.
For directors (excluding Audit and Supervisory Committee Members):
•Fixed compensation and bonuses are determined by the President and Representative Director, delegated by the Board of Directors, following:
- mutual evaluation among directors
- deliberation and proposal by the Nomination and Compensation Advisory Committee
- determination of total remuneration by the Board of Directors
•Stock-based compensation is determined by the Board of Directors based on proposals from the Nomination and Compensation Advisory Committee
SPT performance is evaluated annually at the end of each fiscal year. Based on reports from the Sustainability Promotion Committee, the results are objectively reviewed by the Nomination and Compensation Advisory Committee and incorporated into the final remuneration determination.
Individual disclosures are not made as there is no director whose total amount of
consolidated remuneration, etc. is more than 100 million yen.
The total amount of remuneration,
etc., by category of directors of the submitting company, the total amount of remuneration, etc., by
type of remuneration, etc., and the number of directors subject to the remuneration are as follows.
|
Total amount of remuneration, etc. |
Total amount by type of remuneration, etc. (Thousand yen) |
Eligible |
||||
|---|---|---|---|---|---|---|
|
Basic Remuneration |
Bonus |
Restricted |
Non-monetary compensation, etc. |
|||
|
Directors |
284,565 |
169,650 |
100,000 |
14,915 |
14,915 |
6 |
|
Directors |
17,910 |
17,910 |
－ |
－ |
－ |
3 |
|
Total (including Outside Directors) |
302,475 |
187,560 |
100,000 |
14,915 |
14,915 |
9 |