Governance

Corporate Governance

Basic Concepts

The Group we want to be in the future is a Life & Work Style Company that enriches society by providing value through our products and services to enhance customers' creativity and to deliver improvements to their Quality of Life so that they can work, learn and live better. Our idea is to be a company group providing constant support for the intellectual activities of our customers through our products and services.
The Group believes that ensuring efficient, transparent and fair management is an essential element to sustainably lifting corporate value over the long term. For that reason, we are constantly working to enhance these qualities in the building and operation of our administrative systems.

Systems

Corporate Governance Structure

KOKUYO is a “Company with a Board of Directors.” At least one third of our Board of Directors are outside directors with independence. The Nominating and Compensation Committee is established as an advisory body for the Board of Directors. A majority of its members are outside directors or outside experts. Among other duties, the committee assesses the candidate selection criteria and compensation for directors and corporate executive officers. KOKUYO adopts a corporate officer system where the HQ Management Board—comprising the heads of Group companies appointed by the Board of Directors—seeks to speed up decision making as well as accelerate and make efficient the execution of duties through implementation of our regulations on responsibilities and authority that defines the board’s approval of decision-making authority and scope of reporting.

Corporate Governance Structure

For details, please refer to

→ " IR > Strategy > Corporate Governance " in KOKUYO corporate homepage

Corporate Governance Report (Japanese only)PDF(228kb)

Directors

Name Date of birth Career
Representative Director, President Hidekuni Kuroda
Representative Director and President
Hidekuni Kuroda
January 10,
1976

April 2001

July 2005


June 2007


March 2009

March 2009


March 2011

March 2014

March 2015

January 2019

Joined KOKUYO

Director and Executive Officer, KOKUYO Office System Co., Ltd.

Director and Managing Executive Officer, KOKUYO Office System Co., Ltd.

Director, KOKUYO

Representative Director and President, KOKUYO Furniture Co., Ltd.

Managing Executive Officer, KOKUYO

Director and Senior Managing Executive Officer, KOKUYO

Representative Director and President and CEO, KOKUYO

Representative Director and President, KOKUYO (incumbent)

Representative Director of the Board, Executive Vice President Kozo Sakagami
Representative Director and Executive Vice President
Kozo Sakagami
March 9,
1958

April 1981

April 2002


October 2004


January 2011


March 2015


March 2015


January 2019


January 2020


March 2020
(incumbent)

Joined KOKUYO

Manager of International Procurement Division, KOKUYO (Service in Hong Kong)

Representative Director and President, KOKUYO International Co., Ltd.

Director and Executive Officer, Managing Officer of International Business Division, KOKUYO Furniture Co., Ltd.

Group Executive Officer, Managing Officer of Furniture Business Division, KOKUYO

Representative Director and President, KOKUYO Furniture Co., Ltd.

Senior Executive Officer, Managing Officer of Furniture Business Division, KOKUYO

Senior Executive Officer, Head of Spatial Value Domain, KOKUYO

Representative Director and Executive Vice President, Head of Spatial Value Domain, KOKUYO (concurrent)

Director of the Board, Executive Vice President Takuya Morikawa
Director and Executive Vice President
Takuya Morikawa
October 7,
1959

April 1982

June 2005

June 2005


March 2011

March 2014

March 2015


January 2019

Joined KOKUYO

Director, KOKUYO

Representative Director and President, KOKUYO S&T Co., Ltd.

Managing Executive Officer, KOKUYO

Director and Senior Managing Executive Officer, KOKUYO

Director, Group Senior Executive Officer, Managing Officer of International Business Division, KOKUYO

Director and Executive Vice President, Special Officer in Charge of Overseas Business and M&A, KOKUYO (incumbent)

Director of the Board, Executive Vice President Nobuyuki Miyagaki
Director and Executive Vice President
Nobuyuki Miyagaki
March 10,
1956

April 1978

March 2012

March 2015


January 2019

Joined KOKUYO

Audit & Supervisory Board Member, KOKUYO

Director, Group Senior Executive Officer, Managing Officer of Corporate Administrations, KOKUYO

Director and Executive Vice President, Company-Wide Risk Management Officer, KOKUYO (incumbent)

Outside Director of the Board*1 Hiroshi Hamada
Outside Director *1
Hiroshi Hamada
May 30,
1959

April 1982


January 1995

August 2000


May 2006

April 2008


November 2011


March 2014

May 2015


September 2015

Joined Yamashita-Shinnihon Steamship Co., Ltd. (currently Mitsui O.S.K. Lines, Ltd.)

Joined Dell Computer Inc. (currently Dell Japan Inc.)

Representative Director, President, Dell Japan Inc. and Vice President, Dell Computer Corporation

Representative Partner, Revamp Corporation

Executive Officer, President and Chief Operating Officer, HOYA CORPORATION

Director, Representative Executive Officer, President and Chief Operating Officer, HOYA CORPORATION

Outside Director, KOKUYO (incumbent)

Chairman, Representative Director and CEO, ARUHI Group Corporation (currently ARUHI Corporation) (incumbent)

Chairman, President, Representative Director, CEO and COO, ARUHI Group Corporation (incumbent)

Outside Director *1 Taketsugu Fujiwara
Outside Director *1
Taketsugu Fujiwara
February 19,
1947

April 1969


June 2000

June 2003

October 2003


June 2009


April 2010


June 2014


March 2015

June 2015

June 2018

Joined Asahi Chemical Industry Co., Ltd. (currently Asahi Kasei Corporation)

Director, Asahi Kasei Corporation

Senior Executive Officer, Asahi Kasei Corporation

Presidential Executive Officer, Asahi Kasei Chemicals Corporation

Director, Vice-Presidential Executive Officer, Asahi Kasei Corporation

President and Representative Director, Presidential Executive Officer, Asahi Kasei Corporation

Vice Chairman, Asahi Kasei Corporation, and Outside Director, SHIMADZU CORPORATION (incumbent)

Outside Director, KOKUYO (incumbent)

Outside Director, IHI Corporation (incumbent)

Counsellor, Asahi Kasei Corporation (incumbent), and Outside Director, Konica Minolta, Inc. (incumbent)

Outside Director *1 Mika Masuyama
Outside Director *1
Mika Masuyama
January 6,
1963

April 1985



November 1992

June 1997

January 2004

October 2016


March 2017


March 2019

June 2019

Joined the Bank of Japan

September 1991 International Marketing Director, Cap Gemini Sogeti

Senior Consultant, Gemini Consulting Japan

Joined Egon Zehnder

Partner, Egon Zehnder

President and Representative Partner, Masuyama & Company LLC. (incumbent)

Outside Director (Audit and Supervisory Committee Member), Suntory Beverage & Food Limited (incumbent)

Outside Director, KOKUYO (incumbent)

Outside Director, Konoike Transport Co., Ltd. (incumbent)

Outside Audit & Supervisory Board Member (Full-time) *2 Kazutoshi Maeda
Outside Audit & Supervisory Board Member (Full-time) *2
Kazutoshi Maeda
October 26,
1951

April 1974

April 2003

June 2004

October 2006


April 2007

April 2008


April 2009



June 2011


June 2015

March 2017

Joined ITOCHU Corporation

Manager of Legal Affairs, ITOCHU Corporation

Executive Officer, ITOCHU Corporation

Deputy Chief Administration Officer (legal, general affairs, CSR, compliance), ITOCHU Corporation

Managing Executive Officer, ITOCHU Corporation

Managing Executive Officer, Deputy Chief Administration Officer, Manager of Personnel, ITOCHU Corporation

Managing Executive Officer, Deputy Chief Administration Officer (personnel, general affairs, legal), ITOCHU Corporation

Full-time Audit & Supervisory Board Member, ITOCHU Corporation

Advisory Member, ITOCHU Corporation (incumbent)

Outside Audit & Supervisory Board Member, KOKUYO (incumbent)

Outside Audit & Supervisory Board Member*2 Hideyuki Yasue
Outside Audit & Supervisory Board Member*2
Hideyuki Yasue
September 3,
1949

April 1973

June 1991

April 2001

July 2001

April 2005


April 2007


June 2008



June 2009

January 2014

June 2015


March 2017

Joined Marubeni Corporation

Admitted as an attorney in the State of New York

Manager of Legal Affairs, Marubeni Corporation

Admitted as an attorney in United Kingdom

Managing Executive Officer, Manager of Legal Affairs, Marubeni Corporation

Managing Executive Officer, Deputy Officer of Risk Management and Legal Affairs, Marubeni Corporation

Representative Director, Managing Executive Officer, and Officer of General Affairs, Risk Management, and Legal Affairs, Marubeni Corporation

Audit & Supervisory Board Member, Marubeni Corporation

Joined the Tokyo-Marunouchi Law Offices as Counsel

Outside Director (Audit and Supervisory Committee Member), TATSUTA Electric Wire and Cable Co., Ltd.

Outside Audit & Supervisory Board Member, KOKUYO (incumbent)

Outside Audit & Supervisory Board Member*2 Yoko Toyoshi
Outside Audit & Supervisory Board Member*2
Yoko Toyoshi
May 20,
1958

April 1981



December 1990


July 2008


July 2013



July 2016

June 2018



March 2020

Joined the Bank of Fukuoka, Ltd.

October 1989 Joined Asahi Shinwa & Co. (currently KPMG AZSA LLC)

Joined Deloitte Touche Tohmatsu (currently Deloitte Touche Tohmatsu LLC)

Appointed partner, Deloitte Touche Tohmatsu (currently Deloitte Touche Tohmatsu LLC)

Appointed Chief Certified Public Accountant Audit Inspector, Certified Public Accountants and Auditing Oversight Board, Financial Services Agency

Joined Deloitte Touche Tohmatsu LLC

Outside Director (Audit and Supervisory Committee Member), Alps Electric Co., Ltd. (currently ALPS ALPINE CO., LTD.) (incumbent)

Outside Director, KOKUYO (incumbent)

*1: As defined in Article 2, Item 15, of the Companies Act
*2: As defined in Article 2, Item 16, of the Companies Act

Officer Remuneration

1. Basic Policy

KOKUYO’s officer remuneration system is designed to fulfill our responsibilities to explain and manage to stakeholders—including shareholders and employees—which are transparent and rational as well as guarantee the medium- to long-term improvement of corporate value beyond short-term results. Our remuneration standards are set at figures which allow us to appoint outstanding talents, motivate, and retain them.

2. Procedure

The remuneration, etc. of directors are approved by the Board of Directors after deliberation and review by the Nominating and Compensation Committee which is an advisory body of the Board of Directors comprising outside directors and outside experts. The remuneration, etc. of Audit & Supervisory Board members are decided by discussion among themselves. Meetings of the Nominating and Compensation Committee were held nine times this fiscal year, and the officer remuneration policy for fiscal 2019 was approved at the meeting of the Board of Directors held on March 28, 2019 after discussion by the committee.

3. Composition of Remuneration

Remuneration of directors comprises fixed remuneration in the form of base compensation and variable remuneration that is linked to the Company’s performance. However, from the perspective of roles and independence, remuneration of outside directors and Audit & Supervisory Board members only comprises base compensation.
(1) Base compensation
The amount of base compensation is determined according to role taking into consideration industry standards based on surveys by external expert agencies.
(2) Performance-linked remuneration
Performance-linked remuneration comprises short-term incentive (STI) remuneration and long-term incentive (LTI) remuneration. The basic amount is determined using a remuneration composition ratio set based on roles. The system is designed such that the higher the position, the higher the ratio of performance-linked remuneration in the overall remuneration.
i) Short-term incentive (STI) remuneration
The payout rate for short-term incentive remuneration is determined based on annual financial indicators for the company and scope of responsibility as well as individual performance evaluation that looks at the degree of achievement in strategic targets that cannot be measured by financial performance figures alone, such as rebuilding of business foundation toward realization of sustainable growth.
ii) Long-term incentive (LTI) remuneration
Long-term incentive remuneration is given for the purpose of providing incentive toward sustainable improvement of KOKUYO’s corporate value as well as for the further sharing of value between applicable directors and shareholders. Transfer-restricted shares are given for a period from 30 to 50 years as determined by KOKUYO’s Board of Directors.
The transfer-restricted share remuneration system was approved at the 72nd Annual General Meeting of Shareholders held on March 28, 2019.

a. Total amount of remuneration, etc. for each category of officer, types of remuneration, etc., and number of eligible officers

Officer category Total amount of remuneration, etc.
(million yen)
Total amount of remuneration, etc. by category
(million yen)
Number of eligible officers
Base compensation Short-term incentive remuneration Long-term incentive remuneration Retirement bonuses
Directors
(excluding outside directors)
295 202 76 15 5
Outside directors 56 56 4
Audit & Supervisory Board members
(excluding outside members)
0
Outside Audit & Supervisory Board members 36 36 3

Notes

1. KOKUYO eliminated the retirement bonus system in 2005.

2. There are no directors who receive salaries as employees in addition to their remuneration, etc. as directors.

3. The amount of remuneration, etc. paid directors is within the scope of maximum director remuneration (no more than 40 million yen per month) set by resolution at the 57th Annual General Meeting of Shareholders held on June 29, 2004.

4. The amount of remuneration, etc. paid to Audit & Supervisory Board members is within the scope of maximum Audit & Supervisory Board member remuneration (no more than 6 million yen per month) set by resolution at the 42nd Annual General Meeting of Shareholders held on December 21, 1989.

b. Total amount of remuneration, etc. paid to each officer

There are no officers in the consolidated group who received total remuneration, etc. in excess of 100 million yen, and accordingly, no information is provided.

c. Amount of officer remuneration, etc. or policy on determinations relating to the method of calculation

KOKUYO's remuneration systems are transparent and reasonable in order to fulfill our responsibilities regarding accountability and for consequences to shareholders, employees, and other stakeholders and are designed to provide motivation over the medium to long term. Remuneration is set at levels that enable us to hire outstanding human resources and motivate and retain human resources. Specifically, officer remuneration comprises fixed remuneration in the form of base compensation and variable remuneration that is linked to key indicators (sales, operating income, etc.) of the Company's performance and individual performance evaluations. A certain portion of the variable remuneration is paid through monthly acquisition of KOKUYO shares in accordance with certain rules, which are reserved during an officer's employment with the Company. From the perspectives of roles and independence, however, the remuneration of directors who do not concurrently serve as corporate executive officers and Audit & Supervisory Board members comprises only base compensation.
The amounts of remuneration paid to individuals are determined by the Board of Directors based on findings submitted by the Nominating and Compensation Committee. At the 72nd Annual General Meeting of Shareholders held on March 28, 2019,a resolution was adopted to limit the amount of director remuneration to no more than 600 million yen annually. In addition, a resolution was adopted to introduce a long-term incentive program that will grant no more than 100 million yen of transfer-restricted shares to directors (excluding outside directors) and corporate executive officers each year for the purpose of further promoting shared interests with shareholders.

Initiatives

Initiatives to Strengthen Corporate Governance

KOKUYO has been strengthening corporate governance through the introduction of a corporate officer system and the appointment of outside directors. Our appointment of outside directors at an early stage has also earn us recognition from third parties.
To further enhance the level of corporate governance toward sustainable improvement of corporate value, we have implemented the following initiatives aimed at promoting the separation of supervision and execution as well as creating a system which allows the Board of Directors to properly supervise execution based on vibrant discussions.

Chairperson of Board of Directors meetings changed to outside director

The chairperson of Board of Directors meetings, which was previously ex-Chairman Akihiro Kuroda, was changed to Outside Director Taketsugu Fujiwara.

Appointment of younger directors

Ex-Chairman Akihiro Kuroda and ex-Vice Chairman Yasuhiro Kuroda stepped down after long years of service as directors and were appointed as Chairman (part-time) and Special Advisor (part-time) respectively.

Outside Director Hisao Sakuta, who made significant contributions such as strengthening KOKUYO’s corporate governance, stepped down after serving eight years.

Kozo Sakagami was newly appointed as Representative Director of the Board and Executive Vice President to further strengthen the management.


Change in Director Composition (Corporate/Outside)

Change in Director Composition (Corporate/Outside)