Square Enix 2012 Annual Report Download - page 18

Corporate Governance
directors’ remuneration, etc., are reviewed every year by
taking into account the business performance of the
Company for the fiscal year concerned and their contribution
to the business performance. To ensure the objectivity and
transparency of the annual review of directors’ remuneration,
the president of the Company determines the amount of
remuneration and the distribution among the directors within
the scope of the total remuneration amount approved by a
General Meeting of Shareholders in accordance with a
report by the Compensation Committee, an advisory body.
Stock options are determined by the Board of Directors,
also in accordance with a report by the Compensation
Committee.
The remuneration for corporate auditors is only monetary
compensation in light of the independence of corporate
auditors from the corporate management of the Company.
Corporate auditors’ remuneration is also reviewed every
year. The amount of remuneration and the distribution
among the corporate auditors are determined through
consultations among the corporate auditors within the scope
of the total remuneration amount approved by a General
Meeting of Shareholders.
(5) Matters relating to the Company’s holdings of
shares
Matters relating to shares held by the Company, which has
the largest balance-sheet value of investments in shares
within the Square Enix Group, are as follows:
(i) Number of companies in which shares are held and total
amount presented on the balance sheets for investments
in shares for purposes other than purely investment
purposes:
There are no applicable items.
(ii) Companies in which shares are held, investment category,
number of shares, amount presented on the balance
sheets and investment purpose for investments in shares
for purposes other than purely investment purposes:
There are no applicable items.
(iii) Total amount presented on balance sheets for the fiscal
years ended March 31, 2010 and March 31, 2011; and
total dividends received, total gain on sale of shares and
(4) Overview of compensation system for directors and
corporate auditors
(i) Total compensation paid to directors and corporate
auditors, total compensation for each category of director
and corporate auditor, and the total number of directors
and corporate auditors
Compensation Paid to Directors
Number of
individuals
Total
remuneration
( Millions of yen )
Remuneration
breakdown
( Millions of yen )
Monetary
compensation
Non-monetary
compensation
Directors 4 312 200 112
Outside
director 1761
Total 5 320 206 114
Notes: 1. Non-monetary compensation applicable to the fiscal year under review
was in the form of stock options.
2. The Company has abolished retirement benefits for directors and corporate
auditors.
Compensation Paid to Corporate Auditors
Number of
individuals
Total
remuneration
( Millions of yen )
Remuneration
breakdown
( Millions of yen )
Monetary
compensation
Non-monetary
compensation
Corporate
auditor 166—
Outside
corporate
auditors
32929—
Total 4 36 36 —
Note: Compensation for corporate auditors was determined as shown above after
taking into account corporate auditor independence in relation to the Company’s
management.
(ii) Decision-making policies on remuneration, etc., for
directors and corporate auditors
The remuneration for directors consists of monetary
compensation as a basic consideration and non-monetary
compensation such as stock options. The decisions on
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