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 2023 and early January 2024. 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 25, 2024.
Results of analysis and assessmen
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 (eleven (11) members) and balance between inside and outside directors (seven (7) Independent and Outside Directors), there are opinions that the ideal size of the Board of Directors at present would be eleven (11) members as stipulated in the current Articles of Incorporation, and that with regard to the ratio of Directors/Outside Directors, the ratio of Outside Directors should be increased in the future, based in part on previous discussions at meetings of the Board of Directors and the Nominating Committee. With respect to diversity such as each Director’s knowledge, experience, and generation etc., in light of the skill matrix of the current Directors, there is a shared recognition of the need for additional knowledge of technology and finance, innovator excellence, and expertise in sustainability, including human capital and diversity, as well as global experience. In addition, there are opinions that it is necessary to have a new metabolism and a new perspective to respond to changes, and it is preferred to replace the most appropriate personnel for that time, while making the management decisions becomes more and more difficult and the social conditions and business environment change, 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.
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.
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.
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.
The reasons given for each director at the time of their appointment are as follows.
| Name | Position | Reason for Appointment |
| Oki Matsumoto |
Chairman, Member of the Board Member of the Nominating Committee |
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 Representative Executive Officer and Chairman 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 Member of the Compensation Committee |
As Representative Executive Officer, President and CEO of the Company as well as Director, President and Executive Officer, of Monex, Inc., Ms. Seimei has demonstrated exceptional leadership in overseeing our Japanese and US online securities operations. Since her appointment as President and CEO of the Company in June 2023, she has demonstrated her management skills by putting together a capital and business alliance with NTT DOCOMO, INC. In addition, Ms. Seimei actively makes proposals at the Company’s Board of Directors based on her deep knowledge of capital markets, finance and accounting, and her insight as a corporate manager. |
|
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. |
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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 an emerging IT company, he has extensive experience as a specialist of intellectual property (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. |
The reasons given for each outside director at the time of their appointment are as follows.
| Name | Current Positions | Reason for Appointment | Attendance Record for FYE March 2024 |
| 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 18 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. Accordingly, the Company proposes him for Outside Director. | Board of Directors 12/12 times Nominating Committee 5/5 times Compensation Committee 5/5 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. Accordingly, the Company proposes him for Outside Director. |
Board of Directors 12/12 times
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. Accordingly, the Company proposes him for Outside Director. | Board of Directors 12/12 times Audit Committee 9/9 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. Accordingly, the Company proposes him for Outside Director. |
Board of Directors 12/12 times
Audit Committee 9/9 times |
| Sachiko Habu | Independent Director Member of the Board Member of the Nominating Committee |
Ms. Habu has been active in mass media as founder and editor-in-chief of four publications. Guided by the keyword “diversity,” she promotes diversity management, including women’s empowerment, as a material issue that is directly connected to corporate management strategies. Given her knowledge and experience in mass media, corporate communications, risk management, and human capital focused on diversity, the Group’s Nominating Committee determined that Ms. Habu will provide a new perspective, will further enhance the effectiveness of the Board of Directors, and fulfills the qualities the Company seeks. |
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| Rami Suzuki |
Independent Director Member of the Board Member of the Nominating Committee |
Dr. Suzuki has long worked to resolve important societal issues through medicine. She has a diverse range of global and innovative healthcare-related experience, having been involved in basic research and venture capital at an overseas university, as executive officer in charge of new drug business development at a TSE-listed pharmaceutical company, as top management of a foreign-affiliated healthcare company that provided the COVID-19 vaccine, and now currently, as top management of a healthcare venture business. In discussions at the Group’s Nominating Committee, the Company has determined that fulfills the qualities sought in terms of global experience, technological knowledge, and management and innovation experience. | - |
| Ryoko Shimokawa | Independent Director Member of the Board Member of the Audit Committee |
Ms. Shimokawa has global experience and expertise knowledge of financial and capital policies having worked as a financial advisor at a foreign-affiliated securities firm and managed M&As at one of the world’s largest investment firms. In addition, she has been involved in human capital-related activities at a listed company and has extensive experience in sustainability, having managed sustainability of the entre group as an executive officer. In discussions at the Group’s Nominating Committee, the Company has determined that fulfills the qualities sought in terms of financial, management, global, as well as corporate governance experience, including sustainability, at a listed company. | - |
*1 The Company’s outside directors and independent directors voted to appoint him as the lead independent director effective April 2015.
The reasons given for each executive officer at the time of their appointment are as follows.
| Name | Reason for Appointment |
| Yuko Seimei (Representative Executive Officer) |
As representative executive officer, president and CEO of Monex Group, Inc., as well as director, president and executive officer of Monex, Inc., Ms. Seimei has demonstrated exceptional leadership in overseeing our Japanese and US online securities operations. In addition, she is highly regarded both within and outside the company for her management skills in orchestrating the capital and business alliance agreement with NTT DoCoMo, Inc., among other achievements. She possesses excellent decision-making capabilities, communication skills, strategic thinking and other qualities required of our CEO. To drive sustainable, long-term growth of corporate value in a rapidly changing operating environment, we have determined that she is the appropriate person to play a central role in our Group’s management as representative executive officer, president and CEO. |
| Oki Matsumoto (Representative Executive Officer) |
Since the company’s establishment in August 2004, Mr. Matsumoto has played a leading role as founding president in growing and expanding the Group’s operations, proposing and promoting new businesses, developing overseas operations, creating profit opportunities, and promoting its global strategy. To drive sustainable, long-term growth of corporate value, we have determined that his appointment to this role will serve the Group well. |
| Takashi Oyagi (Executive Officer) |
As head of the US segment, Mr. Oyagi has led the US segment to register record-high operating revenues and profits and expand it into a pillar of the Group’s earnings. To maintain and enhance the profitability of the US segment, we have determined that his appointment as head of the US segment and chief financial officer (CFO) of the Group will serve the Group well. |
| Naofumi Yamada (Executive Officer) |
As co-founder of an IT-related B2B company focused on machine learning and deep learning, Mr. Yamada has achieved success as an entrepreneur, listing the company in its fifth term. In addition, he has management experience as director and chief technology officer at an IT venture company and many years of practical experience as an intellectual property specialist (patent attorney). Given his IT-related knowledge and his fresh perspective as a member of the younger generation, we have determined that in addition to being in charge of technology and AI strategy, his new appointment as head of the investment business will serve the Group well. |
| John Bartleman (Executive Officer) |
As head of the US segment TradeStation Group, Mr. Bartleman has exercised strong leadership, helping to bring about the US segment’s record-high operating revenues and profits and its expansion into a pillar of the Group’s earnings. To respond to a rapidly changing operating environment and further enhance TradeStation Group’s profitability, we have determined that his appointment to this role will continue to serve the Group well. |
| Katsuki Mandai (Executive Officer) |
Mr. Mandai possesses a high level of expertise in asset management, having been engaged in the asset management business at a life insurance company. As head of the Products Division for many years, he has utilized this expertise as well as his wealth of knowledge of financial products to propose new products and services that have contributed to Group’s profitability. As head of the Japan segment and to promote the Group’s important strategy to move to an asset management model, we have determined that his appointment to this role will continue to serve the Group well. |
| Satoshi Hasuo (Executive Officer) |
With a long background in finance, including at foreign-affiliated firms, and with knowledge gained from his experience in a wide range of operations at the Company and the Group, Mr. Hasuo has led the growth of Coincheck Inc. as its president. To create profit opportunities in the crypto asset segment and to promote our global strategy, we have determined that his appointment as head of our crypto asset segment will serve the Group well. |
| Kiminori Kaneko (Executive Officer) |
Mr. Kaneko is knowledgeable about and has extensive experience with securities-related systems. He has been managing system risks and information security risks for many years at the Group. Given the importance of security measures and risk management for the overall Group, we have determined that his appointment to this role will 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. (currently Monex, Inc.) where he was representative director and president. As head of the Human Resources Division at the Company and the Group, he has been in charge of the development and improvement of our human resources system. As the Group seeks to further strengthen diversity in its human resources strategy, we have determined that his appointment to this role will continue to serve the Group well. |
| Nozomi Takasaki (Executive Officer) |
As head of the Legal Compliance Division at the Company and the Group for many years, Ms. Takasaki has been contributing to the further strengthening of the Company’s internal control systems. |
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.
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