Corporate Activities

Corporate Governance

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.

Corporate Governance Structure

With the aim of ensuring the reproducibility and continuity of transparent, apt, and efficient business administration, we established a structure for corporate governance. In order to ensure that business and operations are carried out without improprieties, without mistakes, and efficiently, we developed and are operating a system of internal control that we are striving to improve and enhance on an ongoing basis. Headed by various board members, key committees linked to internal control appoint members from among multiple related sections and endeavor to systematically promote and fortify responses to important issues concerning CSR on a group-wide basis.

Corporate Governance Structure

For details, please refer to

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

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

Directors (As of March 28, 2019)

Position & Job Title Name Date of birth Past experience
Representative Director of the Board,
Chairman
Akihiro Kuroda
Akihiro Kuroda
September 28, 1949

April 1972

December 1977

December 1981

December 1985

December 1987

August 1989

March 2011

March 2015

May 2017

Joined KOKUYO

Director

Managing Director

Senior Managing Director

Representative Director and Executive Vice President

Representative Director and President

Representative Director and President and CEO

Representative Director and Chairman (incumbent)

Co-Chairperson, Kansai Association of Corporate Executives
Significant concurrent positions:
Co-Chairperson, Kansai Association of Corporate Executives Outside Director (Audit and Supervisory Committee Member), Asahi Broadcasting Group Holdings Corporation(incumbent)

Representative Director of the Board,
President
Hidekuni Kuroda
Hidekuni Kuroda
January 10, 1976

April 2001

July 2005


June 2007


March 2009

March 2009


March 2011

March 2014

March 2015

Joined KOKUYO

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

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

Director

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

Managing Executive Officer

Director and Senior Managing Executive Officer

Representative Director and President and CEO (incumbent)

Director of the Board, Vice Chairman Yasuhiro Kuroda
Yasuhiro Kuroda
July 6, 1952

April 1975

June 1991

June 1993

June 1995

March 2009

March 2010

March 2011


March 2015

Joined KOKUYO

Director

Managing Director

Senior Managing Director

Representative Director and Senior Managing Director

Representative Director and Executive Vice President

Representative Director, Executive Vice President and Executive Officer

Director and Vice Chairman (incumbent)

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

April 1982

June 2005

June 2005


March 2011

March 2014

March 2015


January 2019

Joined KOKUYO

Director

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

Managing Executive Officer

Director and Senior Managing Executive Officer

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

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

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

April 1978

April 2003

October 2004

April 2011

March 2012

March 2015


January 2019

Joined KOKUYO

IT Communication Company Executive Manager

Auditing Office Manager, KOKUYO Furniture Co., Ltd.

Manager of Process Reform Department

Audit & Supervisory Board Member (Full-time)

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

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

Outside Director of the Board Hisao Sakuta
Hisao Sakuta
September 6, 1944

April 1968


June 1995

June 1999


June 2001



June 2003

June 2011

March 2012

June 2012

June 2013


July 2016


October 2016

Joined Tateisi Electric Manufacturing Co. (currently Omron Corporation)

Director, Omron Corporation

Managing Executive Officer and General Manager of Management Strategy HQ, Omron Corporation

Senior Managing Executive Officer and President of Electronic Components Business Company, Omron Corporation


President & CEO, Omron Corporation

Chairman, Omron Corporation

Outside Director, KOKUYO (incumbent)

Chairman and Director, Omron Corporation

Representative Director, Chairman and CEO, Renesas Electronics Corporation

Representative Director and Chairman, NTK Ceramic Co., Ltd. (incumbent)

CEO, NTK Ceramic Co., Ltd. (incumbent)

Significant concurrent positions:

Representative Director, Chairman & CEO, NTK

Ceramic Co., Ltd.

Outside Director of the Board Hiroshi Hamada
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)

Significant concurrent positions: Chairman, President,

Representative Director, CEO and COO, Aruhi Group Corporation (incumbent)

Outside Director of the Board Taketsugu Fujiwara
Taketsugu Fujiwara
February 19, 1947

April 1969


June 2000

June 2003

October 2003


June 2009


April 2010


June 2014

March 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

Outside Director, KOKUYO (incumbent)

Counsellor, Asahi Kasei Corporation (incumbent)

Significant concurrent positions:

Outside Director, Shimadzu Corporation

Outside Director, IHI Corporation

Outside Director, Konica Minolta, Inc.

Outside Director of the Board Mika Masuyama
Mika Masuyama
January 6, 1963

April 1985

September 1991

November 1992

June 1997

January 2004

October 2016







March 2019

Joined the Bank of Japan

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)

Significant concurrent positions:

President and Representative Partner, Masuyama & Company LLC.

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

Outside Director, KOKUYO (incumbent)

Audit & Supervisory Board Members Hideyuki Yasue Kazutoshi Maeda Morihiro Murata

(left)
Morihiro Murata
Outside Audit & Supervisory Board
Member

(center)
Kazutoshi Maeda
Outside Audit & Supervisory Board
Member (Full-time)

(right)
Hideyuki Yasue
Outside Audit & Supervisory Board
Member

Officer Remuneration

At KOKUYO, we make effort to design director compensation plans that can fulfill our responsibilities to explain and manage to stakeholders --including shareholders and employees --which are transparent, rational, and guarantee the medium-to-long-term improvement of corporate value beyond short-term results.

Our compensation standards are set at figures which allow us to appoint outstanding talents, motivate improvement of corporate value, and retain people.

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 Stock options Bonuses Retirement bonuses
Directors
(excluding outside directors)
238 238 5
Outside directors 46 46 3
Audit & Supervisory Board members
(excluding outside members)
0
Outside Audit & Supervisory Board 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 ordinary 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 ordinary 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 managing officers and Audit & Supervisory Board members comprises only base salary.
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 ordinary 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 managing officers each year for the purpose of further promoting shared interests with shareholders.