The Board of Directors and the Nominating Committee analyze and evaluate the effectiveness of the entire Board of Directors based on the results of an evaluation questionnaire distributed to each director.
Before presenting a list of director candidates to the General Meeting of Shareholders held in June 2022, a questionnaire was distributed to each director between September 2021 and October 2021 to evaluate the Board of Directors. Based on the questionnaire’s results, the effectiveness of the entire Board was analyzed and evaluated by the Nominating Committee and the Board of Directors in October 2021. A summary of the results is shown below.
Analysis and Evaluation Results
No issues were identified regarding the effectiveness of the Board of Directors or the composition and effectiveness of the various committees. No issues were identified regarding the size of the Board of Directors or the balance between internal and external directors (11 directors, including 7 independent outside directors). Based on discussions at past meetings of the Board of Directors and the Nominating Committee, there was a consensus that the current balance between internal and external directors should be maintained, but that a Board of Directors with a capacity of about 9 members would be desirable. On the other hand, with regard to the diversity of knowledge, experience, and generation of each director, it was shared that knowledge and expertise in finance-related areas such as fintech, crypto assets, asset management, and investment banking, English language skills and overseas experience due to accelerated globalization at subsidiaries, and the appointment of female directors were all considered necessary. In addition, there was a suggestion to consider generational changes in the Board of Directors and replacement of outside directors, taking into account the attributes of the next generation of management executives, from the perspective of the Succession Plan, which is an important issue in corporate governance. (*The above information was reported at the October 26, 2021 Board of Directors meeting.)
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 July 12, 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. As incentive for improving corporate value over the medium to long term, medium- to long-term incentive is allocated to each officer as shares with restrictions on transfer (in other words, 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.
* For directors who reside outside of Japan, in accordance with the laws of the country of residence and in lieu of allocating shares with restrictions on transfer, medium- and long-term incentive compensation will be phantom stock that is allocated and distributed proportionally over multiple fiscal years in order to have an equivalent effect to shares with restrictions on transfer. The amount paid shall be calculated from the standard stock price of the Company.
Remuneration System for Executive Officers and Directors / for Executive Officers (standard)
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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.
| Name | Position | Reason for Appointment |
| Oki Matsumoto |
Chairman, Member of the Board Member of the Nominating Committee Member of the Compensation Committee Representative Executive Officer and Chief Executive Officer (CEO) |
Since establishing the former Monex, Inc. in 1999, Mr. Matsumoto has been dedicated to creating and establishing a new financial business in Japan, i.e., an online brokerage business for individuals, and has led the expansion of the businesses of Monex Group, Inc. With his in-depth understanding of the financial services industry, he has actively supported substantive and productive discussion within the Board of Directors. In addition, with his exceptional leadership and management skills, he is promoting a transition to the “New Beginning” phase for new growth in the Group’s businesses. |
| Yuko Seimei |
Member of the Board |
As representative officer, Co-CEO and CFO of Monex Group, Inc., and representative director & president of Monex, Inc., Ms. Seimei has demonstrated strong internal leadership in supervising the management and execution of the company’s Japanese online brokerage business. In addition, she fulfills an important role in the Group’s financial and management control. For these reasons, the Nominating Committee has determined that Ms. Seimei can appropriately fulfill her responsibilities as a Board member. |
|
Takashi Oyagi |
Member of the Board Executive Officer |
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 US, he has, while fulfilling his responsibilities as director, assumed the role of planning strategies and managing the business of the Company’s US segment as its executive officer. Mr. Oyagi actively participates in Board discussions, providing his views on changes in the US financial industry and new business opportunities. |
|
Naofumi Yamada |
Member of the Board Executive Officer |
Mr.Yamada co-founded an IT-related BtoB company focusing on machine learning and deep learning, and has experience as a successful entrepreneur who took the company public on Mothers in its 5th term. He also has a long working experience as an intellectual property specialist (patent attorney). Based on his experience as an entrepreneur, his generational perspective as a person in his 30s, and his deep insight on technology, he makes appropriate recommendations to our Board of Directors. |
| Name | Current Positions | Reason for Appointment | Attendance Record for FYE March 2022 |
| 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 provides him with exceptional financial knowledge and a profound understanding of the financial services industry as well as Internet-related businesses. Since being elected director of the Company in June 2006, Mr. Makihara has made many proposals and recommendations that take into consideration the financial services environment in Japan and overseas. Since being appointed as the lead independent director in April 2015, Mr. Makihara has not only actively participated in Board discussions, but has also demonstrated exceptional leadership capabilities as chair of the Compensation Committee and member of the Nominating Committee. In addition, with the determination that he makes significant contributions to monitoring the Board through such efforts as holding meetings attended only by outside directors and the CEO, he has been appointed an outside director. | Board of Directors 16/16 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 digital marketing and long experience in management as an active CEO of a listed company. Since June 2014 when she was elected director of the Company, Ms. Ishiguro has actively participated in Board discussions by leveraging her knowledge to express far-sighted views on such matters as customer service in an increasingly digitalized society. For these reasons, she has been appointed outside director. | Board of Directors 16/16 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 in developing and growing both online and physical consumer retail businesses in Japan and overseas. Furthermore, he has long and in-depth experience in establishing global organizations, business management systems and internal control systems. Since being elected director of the Company in June 2016, Mr. Domae has aggressively participated in Board discussions and provided his insight from the perspectives of both risk management and the pursuit of opportunities for business growth. For these reasons, he has been appointed outside director. |
Board of Directors 16/16 times (during the individual's tenure this fiscal year)
Compensation Committee 4/4times (during the individual's tenure this fiscal year) |
| Masaaki Koizumi |
Independent Director Member of the Board Chair of the Audit Committee |
Mr. Koizumi is a certified public accountant in Japan with expertise in finance and accounting and extensive experience in conducting external accounting audits of companies, including financial institutions, and in engaging in the process of companies going public. Since being elected director of the Company in June 2018, he has actively made remarks in Board discussions that have led to enhanced governance. For these reasons, he has been appointed outside director. | Board of Directors 16/16 times Audit Committee 11/11 times |
| Shiho Konno |
Independent Director Member of the Board Member of the Audit Committee |
Ms. Konno is an attorney licensed in Japan and an expert in law. Although she has never assumed executive positions at companies, she has experience as an outside director at many listed companies. In addition, through her work as an attorney, she has extensive knowledge of corporate governance. Since being elected director of the Company in June 2018, she has actively contributed to Board discussions to enhance management transparency and oversight functions. For these reasons, she has been appointed outside director. | Board of Directors 16/16 times Audit Committee 11/11 times |
| Ungyong Shu |
Independent Director |
Mr. Ungyong Shu has a high level of knowledge of M&A strategies and financial and capital policies at securities companies, as well as extensive experience and personal connections as a corporate manager at a financial institution. He also has experience as an outside director and audit committee member of a listed company. He is appointed as an outside director in the expectation that he will provide appropriate suggestions and advice at meetings of the Board of Directors of the Company based on his knowledge of global financial markets and investment banking related matters. | Board of Directors -/- times Audit Committee -/- times |
*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 on June 26, 2021, the reasons for their selection at the time of each election is set forth below.
| Name | Reason for Appointment |
| 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. He has the superior decision-making capabilities, communication skills and strategic planning abilities required of a CEO of this Company. With his efforts to promote a transition to an asset management business model to respond to the increasingly competitive operating environment, he 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. |
| 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. In addition, as the person in charge of strategic planning, she has contributed to building and maintaining important relationships with outside parties. In recognition of her achievements, it has been determined that she possesses the qualities necessary for a representative executive officer and that her appointment should be extended accordingly. |
| 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 pursue new businesses, including the crypto asset business, 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 was deemed appropriate that he continues serving the role. |
| 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 quality control and crisis control for the entire Group, it was judged to be appropriate that he continues fulfilling his responsibilities as an executive officer. |
| 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. Blockchain, AI and other technologies are creating an opportunity to develop new financial products that go beyond conventional frameworks. As the Company looks to provide new innovative services and implement a strategically important transition to an asset management model, it was determined that his role and appointment 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 was determined that he can appropriately take on the task as executive officer. |
| 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). Since his appointment as an outside director in June 2021, he has made a significant contribution to the vitality of the Board of Directors with his IT-related knowledge and fresh sense as a young generation. He has been deemed appropriate to serve as the executive officer in charge of technology for the Company's crypto business and new businesses. |
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.
