Initiatives for All Stakeholders Governance

Governance Framework and Basic Mindset

Basic Mindset on Corporate Governance

We have established the Macromill Code of Conduct to serve as the foundation of the corporate rules that our officers and employees observe in their daily work. Based on its management principles, the Macromill Code of Conduct outlines details in four key areas—compliance with laws and regulations, proper relations with society, respect for human rights, and sincere corporate activities—in accordance with policies that are essential for the proper and sound development of Macromill. All the Company officers and employees (including full-time, contract, part-time, skilled part-time, temporary, and seconded workers) fully recognize their necessary social responsibility in the various corporate activities and act in compliance with social ethics.

Overview of the Corporate Governance Framework

While enhancing management transparency and fairness by conducting the disclosure of information in a timely manner and keeping compliance management in mind, the Group is working to maximize our corporate value by proactively pursuing lasting profit. Also, while building and maintaining a management organization that can respond quickly to changes in the social environment and engendering harmony between the Company and its stakeholders, we recognize the importance of building an effective Corporate Governance Framework by steering a management course that is aware of the importance of our shareholders.

*Please scroll horizontally to view

コーポレート・ガバナンス 体制図

Corporate Governance

Management Audit Functions

As the Company’s highest decision-making management entity, the Board of Directors meets one or more times every month and decides on important matters focused on the exclusive authority matters prescribed in Article 416 of the Companies Act. The Board of Directors comprises six directors, four five of whom are outside directors. The Company has established the following committees:

  1. Nominating Committee

    The body that decides the content of proposals concerning the appointment and dismissal of directors to be submitted to the Shareholders’ Meeting. It comprises three directors, two all of whom are outside directors.

  2. Compensation Committee

    The Compensation Committee is the body that decides the details of the compensation awarded to individual directors and executive officers. It comprises three directors, all of whom are outside directors.

  3. Audit Committee

    Meeting in principle once a month, this is the body that decides on audits with regard to any illegality or impropriety on the part of directors or executive officers in the execution of their business duties. It determines the content of proposals concerning the appointment and dismissal of the accounting auditor to be submitted to the Shareholders’ Meeting. It comprises three directors, all of whom are outside directors.

Successor planning for the CEO
and other officersmanagement members

The Board of Directors continuously monitors the cultivating of personnel to take up the reins of management in the next generation, from short-, medium-, and long-term perspectives, in light of the Company’s management principles and strategies. Meanwhile, the Nominating Committee selects candidates for such positions at the appropriate time. We will continue to consider a range of issues as basic initiatives to be discussed by the Nominating Committee and in other forums, while also taking into account the opinions of the current Group CEO, including the issues of: (1) necessary human resources requirements, (2) the timing of succession, (3) forming a candidate pool and appropriately cultivating candidates over time (including key career appointments of candidates), (4) grasping the character of candidates on the part of each member of the Nominating Committee, and (5) selection of candidates. We will furthermore focus on devising and implementing specific training programs to ensure that adequate time and resources are given to systematically training successor candidates.

Director compensation and skill matrix

Director compensation

Director compensation considers factors that include a director’s career, expert knowledge, level of ability, compensation history, responsibilities and the results of a survey on the compensation rates of other companies. Individual remuneration amounts are decided at Compensation Committee meetings. Compensation for directors who have no concurrent executive officer status is comprised of basic compensation (fixed) of an amount that reflects their duties.

Executive Officer compensation

Executive officer compensation is decided on an individual basis by the Compensation Committee. It considers the required role, the authorities given, and the extent of the responsibilities to be fulfilled in his or her delegated duties. In addition, it incorporates the results of a survey on the compensation levels of other companies. The compensation amount for executive officers resident in Japan consists of “basic compensation (fixed)”, “performance-linked compensation”, and “shares with restriction on transfer”.
Performance-linked compensation is decided based on our policy and is awarded as an incentive to improve Group business performance. Group revenue and operating profit are used as the benchmarks for earnings performance, with the total amount paid decided by the following method:
Shares with restriction on transfer are awarded to eligible executive officers to expose them to the same advantages and disadvantages of share price fluctuation as shareholders, and to further increase their motivation to contribute to increasing the share price and improving corporate value.

*Total amount payable = the total amount based on target criteria for each executive officer x {(a coefficient linked to the rate of achievement of the Group revenue target for the fiscal year x 40%) + (a coefficient linked to the rate of achievement of the Group operating profit target for the fiscal year x 60%)}

Disposal of treasury stock as shares with restriction on transfer for compensation

The objective of the Compensation Committee is to encourage executive officers to share the benefits and risks of stock price fluctuations with shareholders and to give them greater motivation to contribute to raising the stock price and enhancing corporate value. To this end, we have introduced a stock compensation system that grants shares with restriction on transfer to executive officers. In 2022, we disposed of treasury stock to provide such shares with restriction on transfer to four executive officers, totaling 25,400 shares valued at ¥27,254,200.

Total compensation for FY6/2023

*Please scroll horizontally to view

Executive Position Total Compensation Allocation (Millions of yen) Allocation by Type of Compensation (Millions of yen) Number of Eligible Recipients
Fixed Compensation Performance-linked Compensation, etc. Non-monetary Compensation, etc.
Executive Officers 252 125 85 41 5
(excl. Outside Directors)
8 8 - - 1
Outside Directors 32 32 - - 5
Total 292 165 85 41 11

Directors’ skill matrix

*Please scroll horizontally to view

Skill category Toru Sasaki Shigeru Nishiyama
(Outside / Independent)
Yukiko Nakagawa
(Outside / Independent)
Yuji Shiga
Kimitake Ito
(Outside / Independent)
Kovari-Krecsmary B. Szilvia
(Outside / Independent)
Company management        
Finance, accounting Accounting and M&A      
Legal and Risk management        
Data and Digital        
Marketing and Industry knowledge        
Human Resources Management        


Initiatives to prevent and eliminate corruption

Aiming to prevent corruption, the Macromill Code of Conduct stipulates the prohibition of harassment and child labor as well as restrictions on gifts and entertainment. We hold compliance training for all employees once a year to promote understanding of these issues. We have also put in place an internal reporting system, setting up helplines so that if any member of the Group discovers behavior that is in violation of the law or the Code of Conduct, they can contact the internal consultation desk or the Company’s corporate lawyer, including anonymously.

Code of Conduct (Japanese only)


We have two helplines: an internal helpline and a helpline to a corporate lawyer at a law firm. Consultations with the law firm can be anonymous.

Information Security Initiatives

Acquisition of latest ISMS international standard
ISO/IEC 27001:2022 certification

Recent years have brought dramatic changes in consumer awareness and behavior, along with increasingly diverse values. An understanding of consumers that can inform corporate marketing and decision-making requires even more wide-ranging data utilization and analysis than ever.In line with recent changes and demands in society, we want to ensure that our clients can continue using our services without concern. To that end, in addition to the Privacy Protection System (P Mark) certification we acquired in 2004, we acquired the latest international standard ISO/IEC 27001:2022 (ISMS) certification in 2023.


An abbreviation for information security management systems, these systems are designed to protect information assets held by an organization from various risks. In 2023, we became the first company in Japan’s marketing research industry to receive this certification for all business areas.*

*The first for a company listed on the Japan Marketing Research Association (JMRA) full member company list to receive certification for all business areas. Based on our search on the ISMS certification organization site ( As of June 28, 2023.


Privacy Mark

The Privacy Mark system evaluates whether businesses have established a system to take appropriate measures to handle and manage personal information. It permits companies to use this mark in their business activities as proof of this. We acquired Privacy Mark certification in 2004.

Privacy Mark
The Information Security Department carries out educational activities

The Information Security Department carries out educational activities to raise awareness of security within the Group. We use the original character Joe Mamoru (“joh” meaning “lock” and “mamoru” meaning “protect” in Japanese) to convey information in an approachable manner.