Monex Group, Inc. believes that it is important to create a highly effective corporate governance system to continuously enhance corporate value of the Company and its group companies. Based on this, Monex Group strives to listen to objective and diverse opinions through the ongoing appointment of outside and independent directors since its establishment in 2004 and the active promotion of information disclosure to create a system that enables balanced management decision-making while effectively monitoring management execution. In June 2013, Monex Group adopted a structure called company with committees (currently, company with committees, such as the Nominating Committee and others) to reinforce corporate governance by further separating management and oversight. In addition, since April 2015, we have selected a lead independent director from among the outside directors.
Monex Group’s business principle is to design innovative ways of managing money and realizing individual self-fulfillment for an ever-changing future. Our ultimate goal is to optimize each person’s lifetime balance sheet. In this context, Monex Group believes that highly effective corporate governance of the Company and its group companies is important for the sustainable enhancement of corporate value and therefore, has established and will maintain a system to ensure the effectiveness of checks and balances of management execution and the transparency of management decisions. In addition, the Company will strive to improve and reinforce this system to ensure that it remains effective in light of changes in the business environment and social demands.
Since its founding as Monex, Inc., Monex Group has employed outside directors and built a management system that benefits from the perspectives and opinions of those outside the company. To accommodate the expansion of operations through M&A and changes in issues and risks, the Company appoints outside directors with the knowledge, experience, and expertise to monitor and oversee management decisions and business execution. In terms of institutional design, Monex Group was one of the first companies to shorten the term for directors to one year in 2009 and shift to a company with committees in 2013. Currently, outside directors make up more than half of the board of directors and all three heads of the Nominating, Audit and Compensation Committees are outside directors. Furthermore, Monex Group continues to implement initiatives to improve the effectiveness of governance, such as by appointing a lead independent director in 2015 to bring together the opinions of outside directors and to create a structure capable of making frank and critical recommendations to the executive management team.
- Shows annual data from the end of June after the General Meeting of Shareholders.
- Committee structure is 2013-2014
- 1999 to 2013; discontinued after shifting to committee structure
On June 22, 2013, Monex Group transitioned to a company with committees. With the revision of the Companies Act, Monex Group became a company with committees, including the Nominating Committee and others, on May 1, 2015. This new structure further clarifies the separation of execution and oversight functions. In addition, through the establishment of the three Nominating, Audit and Compensation Committees, each of which must be comprised of outside directors as a majority, it also ensures transparency and fairness of management to further enhance the effectiveness of corporate governance. Furthermore, given that provisions of the Companies Act permit a considerable transfer of authority from the Board of Directors to executive officers in a company with committees, it is now possible to respond more quickly to changes in the business environment. Because this structure is designed to ensure highly effective supervision and monitoring capabilities of the Board of Directors, the Company has defined the credentials necessary for board members and based on candidate nomination requirements, strives to achieve an appropriate rotation of board members.
The Board of Directors is comprised of 11 directors (including seven outside directors). In addition to making decisions on matters prescribed by laws and regulations, basic management policies and important management matters, the Board of Directors also supervises the performance of duties by executive officers. In particular, outside directors exercise a supervisory function from a position of independence that further enhances the strength and effectiveness of corporate governance.
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Directors (including Outside Directors) |
Role |
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Nominating Committee |
4 (3) |
Determines the content of resolutions submitted at the General Meeting of Shareholders regarding the selection of director candidates. |
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Audit Committee |
4 (4) |
In addition to auditing the performance of duties by directors and executive officers, it works with the accounting auditor in proposing audit policies and plans. |
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Compensation Committee |
4 (3) |
Makes decisions on individual remuneration of and other matters relating to directors and executive officers. |
The authority and composition of the Nominating, Audit and Compensation Committees are stipulated in the Company’s internal regulations, as set forth below.
Transactions with related parties are conducted on terms equivalent to those applicable to transactions with third parties, and the necessary approvals are obtained in accordance with the Company’s internal rules on decision-making authority as approved by the Board of Directors.
The existence and status of related-party transactions are also reviewed. Intercompany transactions within the Group are identified in the process of preparing the consolidated financial statements, while transactions between directors or executive officers and the Company or other Group companies are periodically confirmed with each director and executive officer.
In addition, competitive transactions and conflict-of-interest transactions between the Company and its directors are subject to approval by the Board of Directors in accordance with applicable laws and regulations and the Rules of the Board of Directors.
To ensure the effective functioning of our structure as a company with committees, such as the Nominating Committee and others, it is important to maintain and improve the effectiveness of Board of Director meetings. To do this, we believe diversity in terms of qualifications, affiliation, region of origin, gender and other qualities of the directors who make up the Board of Directors is imperative. Regarding gender diversity, the ratio of female board members on the Board of Directors is four out of 11 members, or 36 percent. In terms of age diversity, the Company has appointed directors from a wide range of age groups, from their 30s to 60s. Ever since our founding, the Company has promoted diversity, equity, and inclusion (DEI) as core values and has composed the Board of Directors based on the conviction that these values make management innovation and appropriate risk response possible.
The Company regards disclosure as extremely important, not only for building relationships with stakeholders and the market, but also for corporate governance as an internal and external monitoring function for management and business execution.
The CEO sets the management agenda annually and reports on the progress and status of addressing these issues to the Board of Directors through a monthly CEO report. Additionally, bi-weekly CEO meetings are held to share current perspectives and policies with executive officers and exchange opinions.
A monthly Global Management Meeting is also conducted to share updates on the status of each company, including both domestic companies (those based in Japan) and overseas subsidiaries (those located outside of Japan).
For domestic employees, the CEO creates opportunities to communicate the management vision and current perspectives through monthly town hall meetings and quarterly internal financial results briefings.
In contrast, for overseas subsidiaries, the CEO also regularly visits overseas subsidiaries, creating opportunities for direct communication with executives and employees.
We have formulated and published a Disclosure Policy that concisely sets out our commitment to highly transparent, non-arbitrary disclosure, thereby establishing guidelines for providing information to stakeholders. To ensure compliance with these guidelines, we have established a Disclosure Committee, comprising Executive Officers, Executive Directors and other members, as an advisory body to the officer responsible for information handling. The Committee deliberates on matters concerning the disclosure of corporate information.
The Company has set out its approach to sustainability in the Monex Sustainability Statement. The Statement was approved by the Board of Directors on June 26, 2021, with all directors committing to it. The Monex Sustainability Statement is available on the Company’s website at the link below.
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Monex Sustainability Statement
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- General Shareholder Meetings
The Company holds its Annual General Meeting of Shareholders on a Saturday to facilitate attendance by individual shareholders. In addition, the convocation notice for the General Meeting of Shareholders is mailed out and posted on the Company website three weeks prior to the event to encourage investors to exercise their voting rights. We have also adopted an electronic voting website to allow shareholders to vote via the internet or mobile phone, and an electronic voting platform for institutional investors that is operated by ICJ, Inc., a joint venture formed between the Tokyo Stock Exchange, Inc., and other companies. In 2009, we also began disclosing voting results to the public.At the 22nd Ordinary General Meeting of Shareholders held in June 2026, amendments to the Articles of Incorporation were approved to further expand opportunities for dialogue with shareholders. The amendments enable the Company to hold general meetings of shareholders without a designated location, revise the record date for voting rights and the timing of the Ordinary General Meeting of Shareholders, and allow greater flexibility in selecting the convener and chairman of general meetings of shareholders.
- Proactive IR Activities
On the day of or the next business day of the announcement of our quarterly business results, we hold presentations to explain those results to individual investors.
In addition, we visit Europe and the United States approximately twice a year. At these meetings, the representative executive officer and CEO deliver the briefings and answer questions directly. We also actively participate in conferences organized by securities companies and work to create a wide range of opportunities to explain our business strategies.
Recognizing that the appropriate establishment and operation of an internal control system is an important management issue, the Company has formulated basic principles for the internal control system of the Board of Directors and related internal regulations.
To verify that the internal control system is operating as designed and producing results, in addition to examinations by the Board of Directors and the Audit Committee, the Company has created a system that allows us to consult Hideaki Kubori (representative of Hibiya Park Law Office), our advisor for establishing and strengthening the Group’s overall internal control system and external risk response.
The Company submits a Corporate Governance Report to the Tokyo Stock Exchange.
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.
Between November 28, 2025, and December 22, 2025, a named questionnaire regarding the evaluation of the Board of Directors was conducted for all directors. Based on the aggregated results, the Board of Directors Office conducted individual interviews with all directors.
Using this information, an analysis and evaluation of the overall effectiveness of the Board of Directors was conducted at the Board of Directors meeting and the Nominating Committee meeting held on January 23, 2026.
Results of Analysis and Assessment
The effectiveness of the Board of Directors and the composition and effectiveness of each committee were generally considered to be at a high level. In particular, the corporate culture of encouraging free and open discussion and the relationships among directors with diverse backgrounds received high marks.
On the size of the Board of Directors and the balance between inside and outside directors (11 members in total, of whom 7 are independent outside directors), based in part on previous discussions at meetings of the Board of Directors and the Nominating Committee, the current number of 11 members as stipulated in the Articles of Incorporation was generally considered appropriate. However, several opinions were expressed that, in the future, it would be desirable to further increase the ratio of outside directors while reducing the number of inside directors.
With respect to the diversity of each director’s knowledge, experience, generation, and other attributes, there was shared recognition that, as skills necessary for supervising the Company’s executive management, individuals with global management experience for effectively overseeing the Company’s growth strategy and providing appropriate advice in areas such as asset management and crypto assets, as well as individuals with strong expertise in advanced fields such as technology, AI, and tokenization are becoming increasingly important. In addition, with respect to the composition of the Board of Directors and succession planning for directors—which are critical issues in corporate governance—there was an opinion that, given the growing complexity of management decision-making amid changing social and business conditions, there is a need to adapt to change through renewal and new perspectives, and directors should be replaced with the most suitable human resources at the time.
Monex Group has established a policy for determining the remuneration of directors and executive officers. Below is an overview.
(1) Supporting value creation and a spirit of challenge as rooted in our corporate philosophy
- In accordance with the Company’s corporate philosophy, officer remuneration shall appropriately recognize and reward creative initiatives that generate new value for society, prudent risk-taking, and a spirit of challenge to promote sustainable growth.
(2) Promoting the evolution of an organization and human resources with diverse perspectives and expertise
- The remuneration framework and structure shall be designed in accordance with the roles and responsibilities of management in order to contribute to the recruitment and retention of competitive talent and support the development of leaders who embody the Group’s values and culture of innovation.
- The framework shall foster an environment where individuals with diverse perspectives and expertise can maximize their potential with a global perspective and design thinking.
(3) Ensuring fair and transparent evaluation and thorough accountability
- In accordance with the spirit of pay-for-performance, the Company shall create a competitive remuneration system through fair performance evaluations and highly transparent remuneration governance, and it shall fulfill its responsibility of accountability to shareholders, investors, and other stakeholders to realize trustworthy management.
In accordance with the basic principles, remuneration levels are set at levels that are attractive to each officer and enable the Company to recruit and retain highly competitive talent.
Remuneration levels are set with reference to independent third-party market surveys and other data and reviewed as appropriate in response to changes in external business and market environments.
1) Remuneration of directors concurrently serving as executive officers, and of executive officers
Remuneration consists of basic remuneration, short-term incentive remuneration, and medium-and-long term incentive remuneration.
The Compensation Committee determines the specific details of each individual’s remuneration in accordance with the following.
(a) Basic remuneration (fixed, cash remuneration)
Cash remuneration is determined in accordance with each officer’s role and responsibilities.
(b) Short-term incentive remuneration (performance-linked, cash remuneration)
As an incentive for improving performance in a single fiscal year, the amount of this remuneration varies within a range of 0% to 200%, based on the degree of achievement of each assessment metric, including key performance metrics (net operating revenue, net profit, etc.) and material issues (Mission Assessment). It is paid once a year at a predetermined time.
(c) Medium-and-long term incentive remuneration (performance-linked, stock remuneration)
As an incentive for improving the Group’s medium- to long-term business performance and shareholder value, the Company provides KPI-linked stock remuneration, which is linked to indicators such as Return on Equity (ROE) and relative Total Shareholder Return (TSR) and varies within a range of 0% to 200%, and non-KPI-linked stock remuneration based on length of tenure.
For both KPI-linked stock remuneration and non-KPI-linked stock remuneration, the Compensation Committee conducts the final Mission Assessment and delivers this remuneration at a predetermined time following the completion of each applicable assessment period.
For short-term incentive remuneration and medium-and-long term incentive remuneration for executive officers, if certain events or conduct, such as significant accounting errors or fraudulent accounting practices, significant misconduct, or violations of applicable laws, regulations, or the Group’s internal policies and rules, have been confirmed to have occurred, the Company may, with respect to the relevant executive officer or executive officers, relinquish the right to receive such incentive remuneration, or require repayment in cash of all or a portion of the remuneration paid or the shares delivered within the last three years. (In terms of short-term incentive remuneration, if significant Group accounting errors or misconduct have been confirmed to have occurred within three years of payment, the Company may require repayment from all executive officers regardless of individual involvement.)
2) Remuneration of directors not concurrently serving as executive officers
For directors who do not concurrently serve as executive officers, the remuneration package consists only of basic remuneration (fixed, cash remuneration) and non-KPI-linked stock remuneration in order to further promote their oversight function from an independent position separate from business execution, their alignment of interests with shareholders, and their role as representatives of minority shareholder interests.
