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 15, 2024, and January 13, 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 were conducted at the Board of Directors meeting and the Nominating Committee meeting held on January 24, 2025.
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 |
In 1999, Mr. Matsumoto founded Monex Securities Co., Ltd. (then Monex, Inc.), pioneering and establishing the individual online securities business as a new financial business field in Japan, and has since driven the development of the company group’s business. In December 2024, during the Nasdaq listing of Coincheck Group N.V., he demonstrated exceptional leadership and expertise, making significant contributions to achieving this critical milestone. Furthermore, Mr. Matsumoto possesses deep insights into the financial business and corporate governance of listed companies, playing a leading role in meaningful and substantive discussions at the Board of Directors. Even after stepping down as Representative Executive Chairman at the end of March 2025, he is expected to continue contributing to the enhancement of the Board’s effectiveness as Chairman of the Board of Directors. |
| Yuko Seimei |
Member of the Board Member of the Compensation Committee |
As Representative Executive Officer, President, and CEO of the company, as well as President and Executive Officer of Monex Securities Co., Ltd., Ms. Seimei has demonstrated exceptional leadership and management skills, driving the execution of the company group’s overall management. He has also made significant contributions to the company’s growth, including the capital and business alliance with NTT Docomo, Inc. in 2024, a key pillar of the company’s capital market strategy, and the optimization of the business portfolio through initiatives such as the sale of the Hong Kong business and investments in asset management as a new growth area. Additionally, Ms. Seimei has played a vital role in deepening discussions at the Board of Directors by providing constructive and proactive proposals based on her advanced knowledge of capital markets, finance, and accounting, as well as her extensive experience as a corporate executive. |
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Takashi Oyagi |
Member of the Board | Joining as a founding member of Monex Securities Co., Ltd. (then Monex, Inc.) in 1999, Mr. Oyagi has fulfilled his responsibilities as a director by leveraging his extensive experience in the financial industry in both Japan and the U.S. As Executive Officer and CFO, he has been responsible for strategic planning and the operation of the U.S. business. He demonstrated exceptional leadership in achieving the acquisition of 3iQ Digital Holdings Inc., showcasing his expertise in capital market strategies. Furthermore, Mr. Oyagi has actively and constructively contributed to discussions at the Board of Directors, playing a crucial role in deepening its deliberations by accurately identifying 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 2025 |
| Nobuo Domae *1 |
Independent Director Member of the Board Chair of the Nominating Committee Member of the Compensation Committee Lead Independent Director |
With extensive experience in both online and offline retail businesses for general consumers, Mr. Domae has been deeply involved in building global organizational and operational systems as well as internal control frameworks. At the Board of Directors, he has actively provided proposals and advice from the dual perspectives of pursuing growth opportunities and managing risks, significantly contributing to the deepening of discussions. Leveraging his experience as a CEO of a listed company, he has played a leading role in strengthening the Board’s supervisory functions by offering high-level insights and proposals. Based on these contributions, Mr. Domae has been deemed an indispensable member of the Board and has been appointed as an external director. | Board of Directors 9/9 times Nominating Committee 5/5 times Compensation Committee 6/6 times |
| Jun Makihara | Independent Director Member of the Board Chair of the Compensation Committee Member of the Nominating Committee |
Mr. Makihara has been involved in investment banking business and the development of internet-related companies in both Japan and the United States, possessing a deep understanding of internet and financial businesses. In addition to his experience as an external director of Japanese companies, he has served as an external director and audit committee member for major publicly listed companies in the United States, leveraging his exceptionally rare experience to significantly contribute to the company as a key member of the monitoring board. While fully recognizing Mr. Makihara’s long tenure of 19 years on the Nominating Committee, it was determined that his extensive experience as an external director of U.S. publicly listed companies is essential for addressing governance challenges within the company group that arose following the Nasdaq listing of Coincheck Group N.V. in December 2024 and for building a sustainable framework. Therefore, he has been appointed as an external director. |
Board of Directors 9/9 times
Compensation Committee 6/6times |
| Masaaki Koizumi |
Independent Director Member of the Board Chair of the Audit Committee |
A certified public accountant and expert in financial accounting, Mr. Koizumi has extensive experience in auditing the financial statements of companies, including financial institutions, and in practical work related to corporate listings. Based on his wealth of experience and insight, he has actively provided proposals and advice that enhance governance functions at the company’s Board of Directors. Furthermore, considering his track record as Chair of the Audit Committee in contributing to the soundness of the company’s management, he has been deemed highly valuable to the company and appointed as an external director. | Board of Directors 9/9 times Audit Committee 11/11 times |
| Sachiko Habu | Independent Director Member of the Board Member of the Nominating Committee |
Ms. Habu has launched and served as editor-in-chief for four media outlets targeting working women, promoting diversity management as a key corporate strategy directly linked to critical issues such as advancing women’s participation. Leveraging her media experience, she has contributed to strengthening corporate communication, risk management, and human capital initiatives centered on diversity, which have enhanced the company’s effectiveness. Based on these contributions, she has been deemed highly valuable to the company and appointed as an external director. |
Board of Directors 7/7 times (During tenure) |
| Rami Suzuki |
Independent Director Member of the Board Member of the Nominating Committee |
Dr. Suzuki has engaged in foundational research at overseas universities, venture capital business, and served as an executive officer responsible for new drug development at a publicly listed pharmaceutical company on the Tokyo Stock Exchange. As a leader of a foreign medical-related company that provided COVID-19 vaccines, he has worked to address socially significant issues through healthcare and currently serves as the CEO of a medical-related venture business. With diverse experience in the pharmaceutical field, global and innovative environments, she has contributed to the company’s Board of Directors by leveraging her global experience, technological expertise, and management and innovation insights. Her logical opinions and proposals have invigorated discussions at the Board, strengthening its effectiveness. Based on these contributions, she has been deemed highly valuable to the company and appointed as an external director. |
Board of Directors 7/7 times (During tenure) |
| Ryoko Shimokawa | Independent Director Member of the Board Member of the Audit Committee |
Ms. Shimokawa possesses extensive global experience and expertise in financial advisory services at foreign securities firms and M&A at one of the world’s largest investment companies. Additionally, she has promoted human capital initiatives at publicly listed companies and overseen sustainability for the entire group from a management execution standpoint, demonstrating rich experience in the sustainability field. With expertise in finance, management experience at operating companies, global experience, corporate governance at publicly listed companies, sustainability management, and capital markets, she has provided appropriate opinions and advice on the company’s M&A and capital market strategies, strengthening the supervisory functions of the Board of Directors. Based on these contributions, she has been deemed highly valuable to the company and appointed as an external director. | Board of Directors 7/7 times (During tenure) Audit Committee 7/7 times (During tenure) |
| Takayuki Sawano | Independent Director Member of the Board Member of the Compensation Committee Member of the Audit Committee |
Mr. Sawano has extensive global experience, operational execution expertise, and IR experience at major domestic securities firms, as well as management experience in the asset management business, having served as the representative director of a major domestic asset management company. In discussions at the company’s Nominating Committee, it was determined that Mr. Sawano’s experience at securities firms, management experience in the asset management business, and global expertise are essential for supervising and advising on the company’s medium- to long-term management strategy. Based on these contributions, he has been deemed highly valuable to the company and appointed as an external director. | - |
*1 The Company’s outside directors and independent directors voted to appoint him as the lead independent director.
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 the Representative Executive Officer, President, and CEO of the company, as well as the President and Executive Director of Monex Securities Co., Ltd., Ms. Seimei has demonstrated strong leadership. In recent years, she has achieved a capital and business alliance between NTT Docomo, Inc. and Monex Securities Co., Ltd., improved capital efficiency through the sale of the Hong Kong business, and promoted investments in asset management as a new growth area, thereby optimizing the business portfolio. Her management skills have been highly evaluated both internally and externally. Additionally, she possesses the decisiveness, communication skills, and strategic thinking required of a CEO, making her the suitable person to sustainably and continuously enhance corporate value even in a rapidly changing business environment. For these reasons, it has been determined that she is well-suited to serve as the core leader of the company group’s management execution as the Representative Executive Officer, President, and CEO. |
| Takashi Oyagi (Executive Officer) |
Leveraging his extensive experience in the financial industry in both Japan and the United States, Mr. Oyagi has successfully grown the U.S.-based TradeStation Group into a key revenue pillar for the company group. Currently serving as Chairman of the Board of TradeStation Group, he oversees the group. He has also demonstrated leadership in projects such as the acquisition of Canada-based crypto asset management company 3iQ Digital Holdings Inc. and the equity acquisition of U.S.-based boutique asset management firm Westfield Capital Management Company, L.P. These efforts have laid the foundation for the newly established Asset Management and Wealth Management business segment in April 2025 and optimized the company group’s capital allocation. For these reasons, it has been determined that he is well-suited to serve as the head of the Asset Management and Wealth Management business segment and as the company group’s Chief Financial Officer. |
| Naofumi Yamada (Executive Officer) |
As a co-founder of a B2B IT company focused on machine learning and deep learning, Mr. Yamada has entrepreneurial experience, having achieved a public listing in the company’s fifth year. In addition to his management experience as a director and Chief Technology Officer (CTO) of an IT venture company, he has accumulated years of practical experience as a patent attorney specializing in intellectual property. By leveraging his expertise in IT-related fields and his fresh perspective as a member of the younger generation, it has been determined that he is well-suited to lead the company group’s innovation initiatives as the head of investment business, technology, AI strategy, and new business development. |
| John Bartleman (Executive Officer) |
As the leader of the U.S.-based TradeStation Group, Mr. John Bartleman has demonstrated strong leadership, achieving record-high operating revenue and profits for the company and growing TradeStation into a key revenue pillar for the company group. To further enhance the profitability of the TradeStation Group, he has clarified growth strategies, united the team, and consistently pursued new challenges. For these reasons, it has been determined that he is well-suited to serve as the head of the Securities Business segment. |
| Katsuki Mandai (Executive Officer) |
Mr. Mandai has engaged in asset management operations at a life insurance company, demonstrating a high level of expertise in this field. Additionally, he has leveraged his extensive knowledge of financial products to lead the product development division within the company group for many years, contributing to revenue growth through the introduction of various new products and services. To advance the company group’s key strategy of promoting the asset management model within the Asset Management and Wealth Management business segment, it has been determined that he is well-suited for this role. |
| 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 has extensive expertise in securities systems and a wealth of operational experience. He has also been engaged for many years in addressing system risks and information security risks within the company group. Given the increasing importance of security measures and risk management across the group, it has been determined that he is well-suited for this role. |
| Takuya Yamanaka (Executive Officer) |
Mr. Yamanaka has held various positions in corporate planning and human resources departments at multiple online securities companies and served as the President of the former Jet Securities (now Monex Securities), gaining management experience. Within the company and its group, he has been responsible for human resources, overseeing the development and reform of HR systems. As the company group seeks to further strengthen human capital through its HR strategy, it has been determined that he is well-suited for this role. |
| Nozomi Takasaki (Executive Officer) |
Ms. Takasaki has been responsible for the legal and compliance divisions within the company group for many years, contributing to the strengthening of internal controls. As the importance of internal controls and crisis management increases across the group, particularly in the development of new businesses such as the crypto asset business, and as respect for human rights becomes a critical focus in corporate activities for achieving a sustainable society, it has been determined that she is well-suited to serve as the head of internal controls, crisis management, and human rights initiatives. |
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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