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 that is given to each  director.

Before presenting a list of director candidates to  the General Meeting of Shareholders held in June  2018, a questionnaire was given to each director  between December 2017 and January 2018 in order  to evaluate the Board of Directors. Based on the  questionnaire’s results, the Nominating Committee  and the Board analyzed and evaluated the  effectiveness of the entire Board. A summary of said  results is shown on the right.

  • Analysis and evaluation results
    No issues concerning the size of the Board  of Directors (11 directors including 6 outside  directors) were identified. No other particular
    issues were found with respect to the diversity of  expertise and experience in the directors.
    However, in light of the conditions that the Group  faces, the directors’ evaluation showed that there  was a preference to further increase the ratio of  outside directors.
  • Initiatives for improving effectiveness Concerning the appointment of the directors  up for discussion at the General Meeting of  Shareholders, the Nominating Committee used the aforementioned results and proposed to keep  the same number of outside directors but reduce  the current number of internal directors (who also  hold executive posts) from five to three. This raises  the ratio of the outside directors in the Board from  a current slim majority to a two-thirds majority.

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.

Reasons for Appointing Internal Directors

Name Position Reason for Appointment
Oki Matsumoto Managing Director,
Chairman of the Board,
Member of the Nominating Committee,
Member of the Compensation Committee
Representative Executive Officer,
Chief Executive Officer
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 Beginning” phase,
in which the Company aims to achieve new growth in the group’s business.
Shoji Kuwashima Managing Director,
Vice Chairman of the Board
Executive Officer & Chief
Quality Officer
Mr. Kuwashima has long experience in the Japanese brokerage business
and has in-depth knowledge in information technology. He proactively
participates in Board discussions with well-balanced perspectives derived
from his vast experience in management. Mr. Kuwashima also serves as
an Executive Officer of the Company and is responsible for taking
information securities measures, etc. where his knowledge and
experience in IT security can be fully utilized.
Takashi Oyagi Managing Director
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 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. segment as its Executive Officer.
Mr. Oyagi actively participates in Board discussions, providing his views
reflecting changes in the U.S. financial industry and new business
opportunities.

Reasons for Appointing Outside Directors & Attendance Record

Name Current Positions Reason for Appointment Attendance  Record for  FYE March  2018
Jun Makihara
*1
Independent Director Managing Director,Member (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. Mr. Makihara has  contributed to the Board since he was elected as Director of  the Company in June 2006, expressing perspectives that take  the financial services environment within Japan and overseas  into consideration.
Since being appointed as the Lead Independent Director in  April 2015, Mr. Makihara has not only actively participated in  Board discussions, but also contributed to facilitating  communication between the Outside Directors and  management, by such means as holding meetings attended  only by the Outside Directors and the CEO.
 
Board of  Directors  9/10 times
Nominating  Committee  3/3 times
Compensation  Committee  7/7 times
 
Nobuyuki Idei Independent Director Managing Director,
Member (Chair) of the
Nominating Committee,
Member of the
Compensation Committee
Mr. Idei has extensive management experience in global  companies 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 contributed  to the Board by actively expressing his perspectives derived  from broad knowledge and experience of new business within  Japan and overseas. Board of  Directors  10/10 times
Nominating  Committee  3/3 times
Compensation  Committee  7/7 times
Fujiyo Ishiguro Independent Director Managing Director, 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 as Director  of the Company, Ms. Ishiguro has actively participated in  Board discussions by leveraging her knowledge to express  far-sighted views of such matters as approaches to customer  service in an increasingly digitized environment. Board of  Directors  10/10 times
Nominating  Committee  3/3 times
Nobuo Domae

Independent Director
Managing Director,
Member of the Nominating
Committee,
Member of the Audit
Committee

Mr. Domae has experience of both online and physical  consumer retail business development and growth within  Japan and overseas. Furthermore, he has long and in-depth  extensive experience in establishing globally applicable  organizational frameworks and business management systems  and internal control systems. Since he was elected as Director  of the Company in June 2016, Mr. Domae has aggressively  participated in Board discussions and provided his insights  from the perspectives of both risk management and the pursuit  of opportunities for business growth. Board of  Directors  10/10 times
Nominating  Committee  3/3 times
Compensation  Committee  8/8 times *2
 
Masaaki Koizumi Independent Director Managing Director
Member (Chair) of the Audit  Committee
 
Mr. Koizumi is a certified public accountant in Japan and has  an ample knowledge as an expert in finance and accounting.  The Nominating Committee determined that Mr. Koizumi’s  extensive experience in conducting external accounting audits  of companies, including financial institutions, and the same in  engaging in the process of companies going public would  enhance the board governance of the Company.
Shiho Konno Independent Director Managing Director Member of the Audit Committee
 
Ms. Konno is an attorney-at-law licensed in Japan and is an  expertise in law. Although she has never assumed executive  positions at companies, the Nominating Committee determined  that Ms. Konno is eligible for serving as a director of the  Company as she has served as outside directors and outside  statutory auditors at listed companies and has in-depth  knowledge of corporate governance which she acquired  through her experience as an attorney-at-law.

*1 The Company’s outside directors and independent directors voted to appoint Makihara as the Lead Independent Director effective from April 2015.
*2 Attendance at meetings of the Audit Committee shows the number of meetings held after Mr. Domae’s appointment as a member of the Audit  Committee (Date of appointment as a member of the Audit Committee: June 24, 2017)

Reasons for the selection of the executive officers

Name Reasons for the selection
Oki Matsumoto
(Representative Executive Officer)
 
He has led the growth and expansion of the group business and paved the way of the overseas business deployment and the launch of crypto asset business, since the establishment of the company in August 2004, as a President of the company. Because he has a superior ability as a leader to govern the group and accept various changes, he was judged to be a suitable person to play a central role in executing the group business, ongoingly, as a Representative Executive Officer and President & CEO, for the sake that our group can make "the second founding."
Yuko Seimei
(Senior Executive Officer)
She implemented the incorporation of Coincheck into the group, as a planning officer. Currently, she is managing the sales and administrative divisions as a Vice President and Executive Officer of Monex, Inc., and making efforts to put the Monex-Saison-Vanguard business on a track. It was judged to be important for our group that she continues working to fulfill her job responsibility.
Toshihiko Katsuya
(Senior Executive Officer)
He accumulated business achievements as a President of Monex, Inc. Currently, as a President of Coincheck, he undertakes the task of registration and resume of the virtual currency exchange business. Because he plays an important role in putting the crypt asset business on a track, it was judged to be desirable that he continues working on the task.
Koichi Tateno
(Senior Executive Officer)
He is selecting investment targets that can encourage "New Beginning," such as investment to the existing Fintech related ventures, as a responsible person of the new segment investment business. In order to make the investment business as a future core revenue source other than the online securities and crypto asset businesses, it was judged to be appropriate to continue his job responsibility.
Satoshi Hasuo
(Executive Officer)
He is responsible for business management and risk management of the entire group as a CFO by utilizing the knowledge obtained from wide varieties of business experience such as long financial backgrounds including foreign affiliated companies, product development division, sales department including call center, and accounting finance department at Monex, Inc. As our group business environments are significantly changing, it was judged to be preferable that he continuously fulfills his responsibilities.
Kiminori Kaneko
(Executive Officer)
He is familiar with securities-related systems and playing a central role in the development and operation of our core trading system as a Vice President of Monex, Inc. Under the difficult conditions that a wave of entry into securities business from different industries is occurring, it was judged to be appropriate that he continues working on expanding profits of Monex, Inc., by making use of his long career in the securities business.
Takashi Oyagi
(Executive Officer)
He made significant efforts on the TradeStation business for which he was responsible and achieved a turnaround into profit trends. In order to strengthen the profitability of the US business and pursue the challenge of new financial business including crypto asset business, he was judged to be a suitable person to work on the task as a strategic officer.
John Bartleman
(Executive Officer)
Serving as a president in the TradeStation group, he exercised strong leadership and contributed to turning around the business, and achieved a turnaround into profit trends, while addressing the difficulty of reduction of personnel. In order to make the TradeStation business as a major revenue source, it was judged to be appropriate that he continues serving the job.
Shoji Kuwashima
(Executive Officer)
He is not only savvy about the systems but also has superior achievements in business operations. For example, he exercised his abilities and turned around the business as a Representative Executive Officer and President at the time of the crisis in Nikko Cordial Corporation. 
He has been in charge of the management of the company and Monex, Inc. since 2009 and realized self-construction of the Monex core system. With the addition of the crypto currency business, security measures in the entire group have become more important. Therefore, it was judged to be appropriate that he continues fulfilling his responsibilities as an Executive Officer.
Hisashi Tanaami
(Executive Officer)
Under the circumstances where proper arrangements and steady operations of the internal controlling system within the group are becoming increasingly important due to the full deployment of the crypto asset business, it was judged to be suitable that he continues to serve as a CAO by making full use of his extensive knowledge of legal and compliance and of his long experience in the finance business.
Masaki Ueda
(Executive Officer)
business such as securities systems, accounting/finance, and account management works, which acquired during the course of longtime involvement in the securities business. Being in charge of MONEX ZERO, he has abundant knowledge of crypto asset business, which acquired through the preparation for entering into cryptocurrency exchange business. Therefore, it was judged to be appropriate that he continues playing a role in the arrangement/operation of the whole operation related to the virtual currency exchange business.

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.