Evaluating Effectiveness of Board Meetings

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 2021, a questionnaire was distributed to each director between December 2020 and January 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 January 2021. A summary of the results is shown below.

Analysis and Evaluation Results

No issues concerning the size or the internal/external balance of the Board of Directors (nine directors, including six outside directors), the composition of each of the Committees or their effectiveness were identified.

However, regarding the diversity of knowledge, experience, age and other qualities of the directors, there was a shared recognition of the need for members of younger generations, with FinTech-related financial knowledge, cryptocurrency knowledge and other. Furthermore, from the perspective of corporate governance, some expressed the need for greater consideration of succession planning. On the other hand, with management decisions becoming increasingly difficult in a rapidly changing operating environment, there was the opinion that it would be premature at this time to significantly change the composition of the current Board of Directors who are knowledgeable about the company’s operations.

Remuneration System of Officers

Monex has adopted a corporate committee structure, like the Nominating Committee. The Compensation Committee - chaired by an outside and independent director - decides on the policy related to the compensation and also on the specific compensation for each director and executive officer.


For this policy, directors who do not also fill executive posts are independent from business execution. Since the position focuses on the oversight of management, the remuneration for directors, etc., shall only be basic remuneration on a fixed pay scale that is equivalent to the duties.
On the other hand, remuneration for executives, including those who fulfill dual roles as directors, is composed of basic remuneration plus a short-term incentive and a medium-and-long term incentive.


Basic remuneration consists of a fixed amount plus an amount concomitant to the post. Short term incentive remuneration shall be an incentive for improving performance during a single fiscal year. The total amount of the incentive shall be determined by the company’s performance and then shall be allocated based on merit for the duties and performance of each director. The medium-and-long term incentive remuneration shall be an incentive for improving the corporate value over the medium to long terms, and shall be allocated to each director in shares restricted on transfer (or “restricted stock”). (*)


There are two reasons for adopting the medium- and-long term incentive remuneration. One is to accommodate a request for incentives so that the company’s performance over the medium to long term is reflected in the remuneration of management per the Corporate Governance Code. Two, by including remuneration based on stock that is restricted on transfer during a certain time period and by keeping eligible directors on the same page as shareholders with regard to the fluctuation of the share price, this type of incentive system can reinforce an executive’s ongoing commitment toward improving the corporate value over the medium to long term.


* In lieu of allocating shares restricted on transfer to directors who reside outside of Japan for medium- and long-term incentive remuneration, phantom stock shall be allocated in accordance with the laws of the country of residence and distributed proportionally over multiple fiscal years in order to have an equivalent effect to shares restricted on transfer. The amount paid shall be calculated from the standard stock price of the Company.

Remuneration system for executive officers/ directors and executive officers (average)

Basic Remuneration Fixed remuneration Approx. 70% of total
remuneration
Short-Term Incentive
Remuneration
Remuneration linked
to each year’s performance
Approx. 30% of total
Medium-and-Long
Term Incentive Remuneration
Restricted stock linked
to the price of the Group’s stock

Reasons for Appointing Directors

Experience and Expertise

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.

Experience and Expertise

Reasons for Appointing Internal Directors

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
Representative Executive Officer
Chief Operating Officer
Chief Financial Officer
As representative officer, COO 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. 
Shoji
Kuwashima
Vice Chairman, Member of the Board
Executive Officer
Chief Quality Officer
Mr. Kuwashima has long experience in the Japanese brokerage business and in-depth knowledge of brokerage business IT systems. He proactively participates in Board discussions with well-balanced perspectives derived from his vast experience in management. In addition, harnessing his knowledge and experience in IT security, he is responsible for quality control, crisis control and other areas as an executive officer of the Company.
Takashi
Oyagi
Member of the Board
Executive Officer
Chief Strategic 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.

 

Reasons for Appointing Outside Directors & Attendance Record

 

Name Current Positions Reason for Appointment Attendance Record for FYE March 2021
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 9/9 times

Nominating Committee 4/4 times

Compensation Committee 6/6 times
Nobuyuki
Idei
Independent Director
Member of the Board
Chair of the Nominating Committee
Member of the Compensation Committee
Mr. Idei has extensive management experience in a global company and is aggressively engaged in nurturing next-generation businesses and leaders, drawing on his extensive connections around the world as well as his in-depth knowledge of online businesses. Since his appointment as director of the Company in June 2013, Mr. Idei has demonstrated exceptional leadership not only on the Board but also as chair of the Nominating Committee and member of the Compensation Committee. He actively makes recommendations based on his experience as top management, his specialized perspective of IT, and his broad knowledge and experience of new businesses in Japan and overseas. For these reasons, he has been appointed outside director. Board of Directors 9/9 times

Nominating Committee 4/4 times

Compensation Committee 6/6 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 9/9 times

Nominating Committee 4/4 times
Nobuo
Domae
Independent Director
Member of the Board
Member 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 9/9 times

Nominating Committee 4/4 times

Audit Committee 10/10 times
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 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 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 9/9 times

Audit Committee 10/10 times
Naofumi
Yamada
Independent Director
Member of the Board
Member of the Nominating Committee
Member of the Audit Committee
As co-founder of a B2B IT-related company specializing in machine learning and deep learning, Mr. Yamada has experience as an entrepreneur and has successfully listed his company on the Mothers market in its fifth term. In addition to being a member of the board of an IT venture company, he has experience in managing a company as a director in charge of technology (CTO) and many years of experience as a specialist (patent attorney) in intellectual property. Based on his background as an entrepreneur, his age bracket as someone in his 30s, and his deep knowledge of technology, he has been selected as an outside director candidate in the hopes that he will provide appropriate recommendations and advice.

 

*1 The Company’s outside directors and independent directors voted to appoint him as the lead independent director effective April 2015.

Reasons for the selection of the executive officers

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, he was judged to be the appropriate person in charge of strategy as chief strategic officer (CSO).
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.
Masayuki Okamoto
(Executive Officer)
Mr. Okamoto is an experienced attorney who has handled numerous cross-border financial transactions and has provided advice to foreign entities and corporations on domestic laws. Given that Monex Group is a holding company with several financial-related subsidiaries, it was determined that his ongoing appointment as general counsel to supervise international corporate law 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. 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. 

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.