Prior to the decision on candidates for Directors, the effectiveness of the Board of Directors as a whole was analyzed and assessed, based in part on self-assessment by each Director.
A questionnaire on the assessment of the Board of Directors was distributed to all Directors between early December 2022 and early January 2023. Based on their aggregate results, the effectiveness of the Board of Directors as a whole was analyzed and assessed at meetings of the Board of Directors and the Nominating Committee held on January 24, 2023.
Analysis and Evaluation Results
No problems were identified with respect to the effectiveness of the Board of Directors or the composition and effectiveness of each committee. On the size of the Board of Directors (ten (10) members) and balance between inside and outside directors (six (6) Independent and Outside Directors), there are opinions that the ideal size of the Board of Directors would be eleven (11) members as stipulated in the Articles of Incorporation, and the number of Outside Directors should be increased to maintain the ratio of Directors/Outside Directors based in part on previous discussions at meetings of the Board of Directors and the Nominating Committee. Also, with respect to diversity such as each Director’s knowledge, experience and generation, etc., there is a shared recognition of the need for knowledge and innovative expertise of management as well as global experience. In addition, there are opinions that it is preferred to replace one (1) to two (2) members of the Board of Directors every year even though it is too early to drastically replace current directors who thoroughly understand the Company’s business while making the management decisions becomes more and more difficult and the business environment changes, given the important issue of the board composition and succession planning from a corporate governance perspective.
Monex is a company with committees, such as the Nominating Committee and others. For matters related to director and executive officer remuneration, the Compensation Committee, chaired by an outside and independent director, decides on policies related to remuneration as well as specific individual remuneration.
Under this policy, remuneration for directors who concurrently serve as executive officers as well as remuneration for executive officers is comprised of a basic compensation, a short-term incentive compensation, and a medium- to long-term incentive compensation in the form of non-cash compensation.
In the past, to focus on management oversight, directors who did not concurrently serve as executive officers were provided only a basic compensation in the form of a fixed compensation in accordance with their responsibilities. However, it was determined that it would be appropriate to provide such directors as representatives of minority shareholders with compensation in the form of phantom stock. Hence, the company has shifted to a policy where a portion of the basic compensation will be a non-cash compensation (shares with restrictions on transfer) from June 26, 2021.
Basic compensation is comprised of a uniform fixed compensation plus an amount concomitant to the post. As incentive for improving performance during a single fiscal year, short-term incentive compensation is determined by the company’s performance as a total officer bonus amount and then allocated based on each officer’s responsibilities and level of contribution to the company’s financial performance.
Medium- to long-term incentive compensation allocates restricted shares of common stock to each officer as an incentive to improve corporate value over the medium to long term.
For medium- to long-term incentive compensation for executives residing outside Japan, in light of the legal system of each country, a reasonable amount is paid in lieu of allotment of restricted shares.
Medium- to long-term incentive compensation has been adopted to accommodate a request for management remuneration to include an incentive that reflects the company’s performance over the medium to long term as stipulated by the Corporate Governance Code. In addition, by incorporating stock compensation that has specific restrictions on transfer into the remuneration policy, it is believed that eligible officers will share with shareholders an awareness of fluctuations in share price, which in turn will reinforce their ongoing commitment to improving corporate value over the medium to long term.
We decided the Policy effective on April 24, 2023. The Policy will apply to the RS and performance-based remuneration of the Executive Officers of the Company for which the fiscal year ended March 31, 2023 or any subsequent fiscal year is an evaluation period.
・Within three years after the release of the transfer restrictions on the restricted stock delivered to the Executive Officers of the Company,In the event that a material accounting error or fraud is discovered in the Group, the Company will, After deliberation, to the executive officer of the Company who performed or was involved in the said act,It is possible to request the return of all or part of the restricted stock without compensation.
・Furthermore, within three years after the payment of short-term incentive compensation to the Company's Executive Officers,In the event that a material accounting error or fraud is discovered in the Group, the Company will, after deliberation,To our Executive Officers,It is possible to request a refund of all or part of the short-term incentive remuneration that has already been paid.
Remuneration System for Executive Officers and Directors / for Executive Officers (standard)
|
Based on our nominating policy that assumes high ethical standards and a good understanding of one’s duties, each director offers one or multiple fields of experience and expertise that qualify him or her as a director.
(Note) Experience and Expertise are defined as below.
Financal industry: Experience and expertise of financial and capital markets
Marketing: Experience and expertise related to marketing
Technology: Experience and expertise related to technology
Listed company management: Experience as a founder or a representative of a listed company
Finance and Accounting: Experience and expertise related to finance and accounting as well as M&A
Internal control: Specialized experience and expertise for internal control
Risk management: Experience and expertise related to compliance and other risk management
Global experience: Experience working globally
Sustainability: Experience and expertise related to ESG and sustainability
※he has nominated as the lead independent director since 2015 by a mutual vote of outside and independent directors.
| Name | Position | Reason for Appointment |
| Oki Matsumoto |
Chairman, Member of the Board | Since Mr. Matsumoto founded the former Monex, Inc. in 1999, he has been dedicated to creating and establishing a new financial business model in Japan, i.e., an online brokerage business for retail investors, and has demonstrated strong leadership in expanding the businesses of Monex Group, Inc. and the group companies. With his in-depth understanding of the financial services industry, Mr. Matsumoto has actively supported substantive and productive discussion of the Board. As Chief Executive Officer of the Company, he deploys his exceptional leadership and management skills to drive the new growth in the group’s business. |
| Yuko Seimei |
Member of the Board |
As Representative Executive Officer and Co-CEO of Monex Group as well as Representative Director and President of Monex, Inc. Ms. Seimei has demonstrated exceptional leadership in overseeing our Japanese and U.S. online securities operations. In addition, together with Mr. Matsumoto, she is driving the executive management of the Company across the entire group. |
|
Takashi Oyagi |
Member of the Board | Mr. Oyagi is a founding member of Monex, Inc., which was established in April 1999. With his long experience in financial services in Japan and the U.S., Mr. Oyagi has, while fulfilling his responsibilities as Director, assumed the role of planning strategies as well as the role of managing the business of the Company’s U.S. businesses as its Executive Chief Financial Officer (CFO). Mr. Oyagi actively participates in Board discussions, providing his views reflecting changes in the financial industry and new business opportunities. |
|
Naofumi Yamada |
Member of the Board |
Mr. Yamada is a co-founder and owner of an IT-related Business-to-Business company focused on machine learning and deep learning. As an entrepreneur, he successfully listed the company on the Tokyo Stock Exchange Mother’s Market during the company’s fifth term. In addition to being a director and Chief Technology Officer of a venture company, he has extensive experience as a specialist (patent attorney). Mr. Yamada provides appropriate advice and suggestions at the Company’s Board of Directors based on his experience as an entrepreneur and from his perspective as someone in the thirties age as well as his in-depth insights in relation to technology. |
| Name | Current Positions | Reason for Appointment | Attendance Record for FYE March 2023 |
| Jun Makihara *1 |
Independent Director Member of the Board Chair of the Compensation Committee Member of the Nominating Committee Lead Independent Director |
Mr. Makihara’s years of experience in investment banking and in the incubation of Internet business start-ups in Japan and the U.S. provides him with strong expertise in financial services and profound understanding of the financial services industry as well as Internet-related businesses. He has provided much advice and suggestions at the Company’s Board of Directors taking the financial services environment within Japan and overseas into consideration based on his vast experience and insights. Furthermore, as a Lead Independent Director, he has demonstrated strong leadership not only at the Board of Directors but as Chair of the Compensation Committee and as a Member of the Nominating Committee and is considered to have made significant contribution to the Company as a pillar of the monitoring board. Although his term of office has been long with 17 years, the governance function has not been lost. He has contributed to improving the effectiveness of the Board of Directors as a leader who has great expertise of the Company by activating discussions. The Company has appointed him as an outside director in the expectation that he will provide advice and suggestions based on his strong expertise in financial services in particular, providing advice and suggestions taking the rapidly changing financial services environment within and Japan and overseas into consideration, and also demonstrate strong leadership. | Board of Directors 9/9 times Nominating Committee 3/3 times Compensation Committee 5/5 times |
| Fujiyo Ishiguro |
Independent Director Member of the Board Member of the Nominating Committee |
Ms. Ishiguro has profound knowledge of IT, particularly digital marketing, and long experience in management as CEO of a listed company. She has actively provided far-sighted advice and suggestions on such matters as approaches to customer service in an increasingly digitized economic environment at the Company’s Board of Directors based on her vast experience and insights and is considered to have made significant contribution to the Company. The Company has appointed her as an outside director in the expectation that she will continue to provide advice and suggestions on such matters as approaches to customer service in an increasingly digitized economic environment as well as advice and suggestions from her experience in corporate management. | Board of Directors 9/9 times Nominating Committee 3/3 times |
| Nobuo Domae |
Independent Director Member of the Board Chair of the Nominating Committee Member of the Compensation Committee |
Mr. Domae has experience of both online and physical consumer retail business development and growth within Japan and overseas. In addition, he has in-depth experience in establishing globally-applicable organizational frameworks and business management systems as well as internal control systems. He has actively provided advice and suggestions at the Company’s Board of Directors from the perspectives of both risk management and pursuit of opportunities for business growth based on his vast experience and insights and is considered to have made significant contribution to the Company. The Company has appointed him as an outside director in the expectation that he will provide advice and suggestions from the perspective of both risk management and pursuit of opportunities for business growth based on his in-depth experience in establishing globally-applicable organizational frameworks and business management systems as well as internal control systems through his executive management experience at multiple listed companies. |
Board of Directors 9/9 times (during the individual's tenure this fiscal year)
Compensation Committee 5/5times |
| Masaaki Koizumi |
Independent Director Member of the Board Chair of the Audit Committee |
Mr. Koizumi is a certified public accountant in Japan who has an ample knowledge as an expert in finance and accounting, along with extensive experience in conducting external accounting audits of companies, including financial institutions, and the same in engaging in the process of companies going public. He has actively provided advice and suggestions at the Company’s Board of Directors, thereby enhancing the governance function of the Company based on his vast experience and insights. Furthermore, he has played an important role as Chair of the Audit Committee and is considered to have made significant contribution to the Company. The Company has appointed him as an outside director in the expectation that he will continue to provide advice and suggestions that enhance the governance function of the Company based on his many years of experience in conducting accounting audits of companies, including financial institutions, and in engaging in the process of companies going public. | Board of Directors 9/9 times Audit Committee 10/10 times |
| Shiho Konno |
Independent Director Member of the Board Member of the Audit Committee |
Ms. Konno is an attorney-at-law licensed in Japan who has expertise in law and although she has never assumed executive positions at companies, she has served as an outside director and outside statutory auditor at listed companies and has in-depth knowledge of corporate governance which she acquired through her experience as an attorney-at-law. She has actively provided advice and suggestions, thereby enhancing the transparency of the Company’s management, making suggestions in relation to diversity and strengthening the supervisory function based on her vast experience and insight and is considered to have made significant contribution to the Company. The Company has appointed her as an outside director in the expectation that she will provide advice and suggestions that strengthen the supervisory function mainly in terms of enhancing the transparency of the Company’s management, diversity and on legal matters based on her diverse experience as an outside director and outside statutory auditor at listed companies and her in-depth knowledge of corporate governance acquired through her experience as an attorney-at-law. | Board of Directors 9/9 times Audit Committee 10/10 times |
| Ungyong Shu |
Independent Director |
Mr. Ungyong Shu has a high level of expertise in M&A strategies and financial and capital policies at investment banks, as well as extensive experience and personal connections as a corporate manager at financial institutions. In addition, he has experience as outside directors and an audit committee member of listed companies. He has provided appropriate advice and suggestions at the Company’s Board of Directors based on his expertise in global financial markets and investment banking, thereby greatly contributing to the Company. The Company has appointed him as an outside director in the expectation that he will provide appropriate supervision on management based on his rich experience as an outside director as well as his expertise related to finance/capital policy. |
Board of Directors 7/7 times (during the individual's tenure this fiscal year) (during the individual's tenure this fiscal year) |
| Sachiko Kuno | Independent Director Member of the Board Member of the Nominating Committee |
Dr. Kuno is a research scientist who has successfully launched two new drugs, and is a serial entrepreneur and an investor who experienced IPO’s both in Japan and in U.S. Her achievement in social contribution businesses has been highly recognized, such as nurturing next generation’s entrepreneurs through supporting social entrepreneurs and through residential entrepreneurship development programs. The Company has appointed her as an outside director in the expectation that she will provide appropriate advice and suggestions at the Company’s Board of Directors based on her outstanding experience in management and innovation as well as her global experience and expertise in technology science. |
- |
*1 The Company’s outside directors and independent directors voted to appoint him as the lead independent director effective April 2015.
While top management executive officers were appointed, the reasons for their selection at the time of each election is set forth below.
| Name | Reason for Appointment |
| Yuko Seimei (Representative Executive Officer) |
Ms. Seimei has demonstrated strong leadership as representative executive officer and president of Monex, Inc., the Group’s profit pillar and core business in the Japan segment and has won high regard from both inside and outside the Company.She has the superior decision-making capabilities, communication skills and strategic planning abilities required of a CEO of this Company. In order to sustainably and long-term improve corporate value even in a drastically changing business environment, she has been judged to be the appropriate person to play a central role in executing the Group business as a representative executive officer, president & CEO. |
| Oki Matsumoto (Representative Executive Officer) |
Since the establishment of the Company in August 2004, as founding president, Mr. Matsumoto has led the growth and expansion of the Group’s businesses, developed overseas business operations, and paved the way for the launch of the crypto asset business. In creating revenue opportunities in the digital economy in the cryptoasset business segment and in advancing our global strategy, it has been determined that his appointment to this role will continue to serve the Group well. |
| Kiminori Kaneko (Executive Officer) |
Mr. Kaneko is familiar with securities-related systems and as a director of Monex, Inc., has made numerous recommendations and played a central role in the development and operation of our core trading system. With the addition of our crypto asset business and the crucial security measures needed for the Group, it has been determined that his appointment to this role will continue to serve the Group well. |
| Takashi Oyagi (Executive Officer) |
As the person responsible for the US segment, Mr. Oyagi achieved a turnaround in financial performance and established a profit base. For his ongoing efforts to strengthen the profitability of the US business and as a CFO, it has been determined that his appointment to this role will continue to serve the Group well. |
| John Bartleman (Executive Officer) |
As head of the US segment TradeStation Group, Mr. Bartleman has exercised strong leadership and contributed to turning around the business and achieving profitability while also addressing the challenge of reducing personnel. To enhance TradeStation’s profitability in a rapidly changing operating environment, it has been determined that his appointment to this role will continue to serve the Group well. |
| Shoji Kuwashima (Executive Officer) |
Mr. Kuwashima is not only savvy about brokerage industry systems but also has a superior record of achievements in managing brokerage business operations, as was evident when he was a representative executive officer and president of Nikko Cordial Corporation and turned around the business during a time of the crisis. Since 2009, as a member of top management of Monex Group and Monex, Inc., he has led the construction and implementation of a Monex internal core system. With the addition of new businesses, such as the crypto currency business, and the increasing importance of internal control and crisis control for the entire Group, it has been determined that his appointment to this role will continue to serve the Group well. |
| Katsuki Mandai (Executive Officer) |
Mr. Mandai was the head of the Products Division for many years at Monex, Inc., the core operation of the Monex Group. In this role, he introduced many new services and products that contributed to an increase in company revenues. To promote the Group's key strategy, the asset management model, as the person in charge of the Japan segment, it has been determined that his appointment to this role will continue to serve the Group well. |
| Takuya Yamanaka (Executive Officer) |
Mr. Yamanaka has a wealth of experience in management planning and human resources at numerous online brokerage companies, in particular, at JET Securities, Inc. where he was representative director and president. To further reinforce the Group’s diversity as part of its human resources strategy, it has been determined that his appointment to this role will continue to serve the Group well. |
| Naofumi Yamada (Executive Officer) |
Mr. Yamada is a co-founder and owner of an IT-related Business-to-Business company focused on machine learning and deep learning. In addition to being a director and Chief Technology Officer of a venture company, he has extensive experience as a specialist (patent attorney). He has IT-related knowledge and fresh sense as a young generation. As the cryptoasset business segment and technology officer and AI strategy officer, it has been determined that his appointment to this role will continue to serve the Group well. |
Advisory Board
*discontinued
In order to seek well-balanced, diverse and neutral opinions and valuable advice or guidance for overall business operations of the Company from a wide range of perspectives, Monex Group had been held quarterly advisory board meetings composed of key academic figures. A regular advisory board meeting was held 52 times from December 1999 to May 2013, for 13 and-a-half years.
Monex Group decided to discontinue the advisory board because it adopted "company with committees" organizational structure in June 2013, which takes over the advisory board's role.
.png){kind=logo}
