（as of August 1, 2019）
Ⅰ．Basic Views on Corporate Governance, Capital Structure, Corporate Profile, and Other Basic Information
The Company is a pure holding company governing SQUARE ENIX Group, which develops a wide range of content and services. The Company believes that it is essential for the achievement of the Group's continuous growth and the maximization of its corporate value in the medium and long term to respect the interests of all of the Company's stakeholders such as shareholders, customers, business partners, employees and society, and to maintain good relationships with them under an agile, transparent, and sound management system. As such, the Company recognizes that the enrichment and enhancement of its corporate governance platform is a key management challenge, and the entire SQUARE ENIX Group devotes itself to that end on an ongoing basis.
Reasons for Non-compliance with the Principles of the Corporate Governance Code
The Company complies with all the principles of the Corporate Governance Code.
Disclosure Based on the Principles of the Corporate Governance Code
[Principle 1.4: Cross -Shareholdings]
The Group holds publicly traded shares for purposes other than pure investment in some cases where it has determined that so doing will contribute to the enhancement of its corporate value over the medium or long term, through prospective business tie-ups or relationships with the target company. Each year the Board of Directors reviews the status of achievement of the intended objective of the shareholding and determines whether or not to continue holding shares. In addition, the Group exercises the voting rights associated with the shares from the perspective of achieving the objective of the shareholding.
[Principle 1.7: Related Party Transactions]
The Company respects provisions of the Companies Act related to conflict-of-interest transactions between the Company and its directors, by obtaining prior Board approval and submitting a report on the transaction to the Board. The Company also requires the same procedures for transactions with non-director executive officers and those with major shareholders.
[Principle 2.6: Roles as Corporate Pension Fund Asset Owners]
The company has no corporate pension.
[Principle 3.1: Enhancement of Disclosure]
（1）Company Objectives, Business Strategies, and Business Plans
The Company discloses the Corporate Philosophy and the Management Guidelines on the Company's website. https://www.hd.square-enix.com/eng/company/philosophy.html
The Company continuously discloses business strategies and business plans on the Company's website, in Annual Reports, Securities Reports, Notices of Convocation of the Annual Shareholders' Meeting, Earnings Summaries (Kessan Tanshin), financial results briefing materials, and so forth.
The Company also discloses English translations of the above business principles, business strategies and business plans on the Company's website, in Annual Reports, etc.
（2）Basic Views and Guideline on Corporate Governance Please refer to "1. Basic Views" in I (Basic Views on Corporate Governance, Capital Structure, Corporate Profile, and Other Basic Information) of this Report. The Company believes that the implementation of each principle of the Corporate Governance Code increases the Company's corporate value, and therefore complies with all the principles.
（3）Remuneration for Directors Please refer to "Disclosure of Policy on Determining Remuneration Amounts and Calculation Methods" in [Remuneration for Directors] in 1 (Organizational Composition and Operation) in II (Business Management Organization and Other Corporate Governance Systems Regarding Decision Making, Execution of Business, and Oversight in Management) of this Report.
（4）Policies and Procedures for Nominating Directors
Criteria and procedures for nominating directors are as follows:
・Nomination Criteria for Directors
1．Regardless of personal attributes such as gender and nationality, persons meeting the following criteria shall be eligible for nomination as director:
- (a)Directors (excluding Directors who are Audit & Supervisory Committee Members):
Have extensive management experience and knowledge, advanced professional expertise and deep insight.
Directors who are Audit & Supervisory Committee Members:
Have broad expertise and insight in fields of expertise such as finance, accounting, legal, management, etc.
- (b)Be able to contribute to the Company's sustainable growth and the enhancement of its corporate value over the mid to long term by understanding and implementing the Corporate Philosophy and Management Guidelines.
- (c)Be able to contribute to ensure the Board's effectiveness through the enhancement of mutual checks and balances between directors.
2．So that the interests of general shareholders are directly represented on the Board, as regards directors (excluding Directors who are Audit & Supervisory Committee Members), no fewer than 2 independent outside directors shall be appointed. Furthermore, all Directors who are Audit & Supervisory Committee Members, shall be independent outside directors, and at least 1 nominee shall have appropriate knowledge pertaining to finance and accounting. However, this shall not apply in the case of substitute Directors who are Audit & Supervisor Committee Members filling vacancies.
3．Outside directors shall satisfy the requirements for outside directors prescribed by the Companies Act and the independence standards set by the Tokyo Stock Exchange.
・Nominations Procedures for Directors
- 1．The President prepares a director nominee plan based on the nomination criteria for directors and the nomination procedures and refers the plan to the Remuneration and Nomination Committee.
- 2．The Remuneration and Nomination Committee discusses the nominee plan and reports its conclusions to the Board of Directors.
- 3．Based on the report of the Remuneration and Nomination Committee, the Board of Directors discusses and determines the nominee plan for directors. The nominee plan for Directors who are Audit & Supervisory Committee Members shall require the consent of the Audit & Supervisory Committee.
The following criteria serve as the basis for decision-making on dismissing a director (including dismissal without reappointment). Should any of the following apply, the Remuneration and Nomination Committee shall discuss whether dismissal is required, after which the Board of Directors shall make the final decision.
- 1. Behavior that violates or that may violate laws, regulations, or the Articles of Incorporation
- 2. Causing the Group serious losses and significant deterioration in its earnings
- 3. Discovery of failure to meet the Nomination Criteria for Directors
- 4. Other reasons for determining a lack of compliance with the Nomination Criteria for Directors
（5）Explanation of Individual Appointments for Directors
The Company individually discloses significant factors considered in the selection of nominees, such as detailed personal histories and backgrounds of each director nominee, in the Notice of Convocation of the Annual Shareholders' Meeting. The reasons for appointing nominees for outside directors are described in [Directors] - (Outside Directors' Relationship with the Company (2)) in 1 (Organizational Composition and Operation) in II (Business Management Organization and Other Corporate Governance Systems Regarding Decision Making, Execution of Business, and Oversight in Management) of this Report.
[Supplementary Principle 4.1.1: The Scope of the Delegation of Authority to the Management]
The Company's Articles of Incorporation, Board of Directors' Rules and Delegation of Authority Rules set forth clearly and objectively the allocation of authority between the Board and the management, including executive directors and executive officers. The Board retains the powers to resolve the matters that require the Board's resolution under the Companies Act and/or other relevant laws and regulations, and any other significant management matters such as management plan, business plan, budget, etc., whereas decision-making authority for other operational matters is delegated on an item-by-item basis to the management in accordance with the Delegation of Authorities Rules.
[Principle 4.9: Independence Standards and Qualifications for Independent Directors]
It is the Company's policy to appoint independent directors who meet the independence standards prescribed by the Companies Act and the Tokyo Stock Exchange.
[Supplementary Principle 4.11 (1): Overall Balance of the Board Composition, and the Policies and Procedures for Appointment]
It is the Company's policy to maintain a Board with diversified professional expertise and knowledge in order to ensure sound and swift decision making, appropriate supervision of management, and mutual checks and balances between directors. So that the interests of general shareholders are directly represented at the Board, as regards directors (excluding Directors who are Audit & Supervisory Committee Members), at least 2 independent outside directors shall be appointed, and all Directors who are Audit & Supervisory Committee Members shall be independent outside directors.
Regarding how directors are appointed, please also refer to "(4) Policies and Procedures for Nominating Directors" in [Principle 3.1: Enhancement of Disclosure]
[Supplementary Principle 4.11 (2): Concurrent Positions Held by Directors]
The Company discloses positions concurrently held by each director in the Notice of Convocation of the Annual Shareholders' Meeting.
[Supplementary Principle 4.11 (3): Analysis and Evaluation of the Effectiveness of the Board of Directors]
With the objective of further enhancing its corporate governance, the Company transitioned to the Company with Audit & Supervisory Committee structure following a resolution passed at its 38th Annual Shareholders' Meeting on June 22, 2018. The way in which meetings of the Board of Directors were held between the transition to the Company with Audit & Supervisory Committee structure on June 22, 2018 and March 31, 2019 is described below. Moreover, the Company conducted a survey on the effectiveness of board meetings and received positive feedback on the effectiveness of the meetings from the Board members. Based on these factors, the Company confirms that the Board is functioning in an effective manner.
- ・ In principle, Board meetings are held once a month (13 meetings were held between June 22, 2018 and March 31, 2019), whereupon the Board engages in discussions and makes decisions on matters that require the Board's resolution in a timely manner, while also receiving reports on the Group's businesses and providing supervision over operational execution.
- ・ Each of the directors and auditors maintains a high attendance rate (100% for 7 of the 8 directors; 92.3% for 1), and the Board meetings secure sufficient time for active discussions.
- ・ The Board subjects operational execution to effective discipline, with the Board at times deciding as the result of discussions to revise or revisit proposed items.
The Company will continue to make further efforts to improve the effectiveness of the Board meetings by soliciting feedback from Board members in a timely manner.
[Supplementary Principle 4.14.2: Training Policy for Directors]
The Company takes the following measures to provide, at the Company's cost, directors with opportunities to acquire knowledge of laws and regulations as required for executing their duties and to better understand the Company's business and organization, as well as with other training opportunities.
- ・Explanations of each business unit's businesses and operations to newly appointed directors by the management executives of each division.
- ・Meetings between outside directors and management executives including one-on-one interviews.
- ・Providing Board members with analyst reports and other objective information regarding the Company's business on a regular basis.
- ・Providing Board members with opportunities to participate in trade shows and conferences hosted by industry organizations.
- ・Lectures by the Company's outside counsel on the latest legislative revisions and other legal issues.
[Principle 5.1: Policy for Constructive Dialogue with Shareholders]
It is the Company's policy to promote constructive dialogue with shareholders through the following mechanisms and initiatives:
- ・The Corporate Planning Division, which is responsible for shareholder/investor relations, is promoting dialogue with shareholders and investors under direct supervision of the President and with the cooperation of the management, accounting, legal and business divisions.
- ・The Company strives to engage in constructive dialogues with capital markets via financial results briefing sessions held immediately after quarterly earnings announcements , individual meetings with institutional investors and analysts, and small group meetings.
- ・For overseas institutional investors, the Company offers individual and small group IR meetings, and also conducts overseas road shows twice annually.
- ・The Company actively discloses information to shareholders and investors in Annual Reports and on the Company's website.
- ・The Company strives to provide the President and the Board with feedback based upon views and requests that have arisen from dialogues with shareholders so that they may serve as a reference for management decision-making and be reflected in future dialogues.
- ・The Company strictly controls insider information by establishing the Most Sensitive Trade Secret Committee and appointing an Insider Information Management Manager.