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. We build and maintain a responsive management structure that creates harmony between the company and its stakeholders. We also have an effective corporate governance framework that steers the management course with the understanding that our shareholders matter.

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the Corporate Governance Framework

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, 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 Companyʼs 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 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

Having established the Compensation Committee, the Company has created policies relating to the determination of the amounts of remuneration and other payments for its directors and executive officers. The Compensation Committee comprises one director and two outside directors. In cases where matters concerning the remuneration of the committee members themselves are discussed, the committee members do not attend. An outline of the deliberation methods follows.

Executive Officer compensation

Compensation for executive officer is determined 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. Executive officers receive a fixed base salary, incentives, and stock options. Performance-linked compensation is decided based on our policy and is awarded as an incentive to improve Group corporate value. Group business profit are used as the benchmarks for earnings performance, with the total amount paid decided by the following method.

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 business profit target for the fiscal year

Introduction of a performance-linked share-based compensation system

The Companyʼs Compensation Committee decided to introduce a performance-linked share-based compensation system with the aim of making the link between the remuneration of executive officers and corporate officers and the Companyʼs performance and share value clearer, so that the executive officers and corporate officers share with shareholders the benefits and risks of a higher share price and have a greater awareness of their contribution to improving performance and increasing corporate value over the medium to long term. The benefit to each officer is calculated in each financial year in terms of points corresponding to his or her position (i. basic portion) and according to the degree of achievement of performance (ii.performance-linkedportion). The shares are awarded in proportion to the accumulated number of points held at the time of retirement from the position.

Points calculation formula

i. Basic portion*1
Points awarded = standard amount for each position ÷ standard share price x (number of months served as officer ÷ 12)
ii. Performance-linked portion *2
Points awarded = performance-linked standard amount for each position ÷ standard share price x appraisal coefficient

*1 The standard amount for each position and the standard share price shall be determined in accordance with the Regulations on Executive Share Benefits.
*2 The performance-linked standard amount for each position and standard share price shall be determined by the Regulations on Executive Share Benefits. The appraisal coefficient shall be determined in accordance with the degree of achievement from 0 to 2.0 of the business profit targets defined in the consolidated earnings forecasts for the financial year in question.

Total compensation for FY6/2024

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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.
Directors
(of which Outside Directors)		 39
(38)		 39
(38)		 -
(-)		 -
(-)		 7
(6)
Executive Officers 172 122 31 18 4
Total
(of which Outside Directors)		 212
(38)		 162
(38)		 31
(-)		 18
(-)		 11
(6)

Directors’ skill matrix

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

Compliance

Initiatives to prevent and eliminate corruption

Aiming to prevent corruption, the Group stipulates the prohibition of harassment and child labor as well as restrictions on gifts and entertainment in the Macromill Code of Conduct. We hold compliance training for all employees once a year to promote understanding of these issues. Compliance training is also conducted as needed for mid-career hires.

Code of Conduct (Japanese only)

https://www.macromill.com/company/conduct.html

Training participation rate in FY2024

Compliance training: 100%*At domestic Group companies
Harassment prevention training: 100% *At the Company

In addition, a shared Group whistleblower contact point, the Hotline, has been set up so that anyone who discovers a breach of laws and regulations, or the Code of Conduct can consult the Hotline under their own name or anonymously.

Examples of main cases reported

  • Actions that breach laws and regulations
  • Actions that breach the Code of Conduct
  • Actions contrary to internal processes
  • Other actions contrary to morality or ethics

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 changes and demands in society, we want to ensure that our clients can continue using our services without concern. 4 In addition, information security training is conducted for all employees once a year, and the training participation rate was 100% in FY2024.

ISMS

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.*
We are endeavoring to further strengthen and expand information security for data obtained at the Shinagawa Connected Office, the business locations of Macromill Base Fukuoka, and via Group company Macromill Carenet in 2024.

*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 (https://isms.jp/lst/ind/). As of June 28, 2023.

ISMS

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 and have renewed this certification every two years.

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.
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