Square Enix 2013 Annual Report Download - page 23

Ryoichi Kobayashi was appointed as an audit & supervisory
board member (external) based on his abundant experience
and extensive knowledge gained through serving as an
officer at several companies. Mr. Kobayashi offers his
opinions at meetings of the Board of Directors and Audit &
Supervisory Board as appropriate.
Ryuji Matsuda holds qualifications as an attorney and
certified public accountant (CPA). He was appointed as an
audit & supervisory board member (external) based on his
extensive expertise in finance and accounting-related
matters. Mr. Matsuda offers his opinions at meetings of the
Board of Directors and Audit & Supervisory Board as
appropriate.
Masaji Tomiyama does not have experience in corporate
management excluding duties as outside director or audit &
supervisory board member (external) at several companies.
However, he holds a qualification as a CPA and therefore
has extensive expertise in finance and accounting-related
matters. Based on this expertise, he was appointed as an
audit & supervisory board member (external).
Information on audits by the statutory audit firm is provided
in section (6) below.
Each quarter, the audit & supervisory board members and
the statutory audit firm coordinate their activities through
mutual reporting and exchange of opinions. An appropriate
forum is convened for the exchange of opinions, and the
matters discussed during these meetings are reflected in the
performance of audit operations.
Appropriate reporting to the director responsible for internal
control on the aforementioned audit activities is carried out
through the Board of Directors and the Internal Control
Committee.
(3) Summary of personal, financial, business or other
relationships constituting conflicts of interest
between the Company and its outside director or
audit & supervisory board members (external), and
links between supervision or audits by the outside
director or audit & supervisory board members
(external) and internal audits, audits by audit &
supervisory board members and audits by the
accounting firm
(i) Personal, financial, business or other relationships
constituting conflicts of interest with the Company
The Company has one outside director and three audit &
supervisory board members (external), and no conflict-of-
interest relationships exist between the Company and its
outside director or between the Company and its audit &
supervisory board members (external).
(ii) Expected functions and roles under the Company’s
corporate governance structure
Yukihiro Yamamura was appointed as an outside director on
the expectation that he would apply extensive and broad-
based insights acquired as a senior corporate executive to
support the Company’s management. At meetings of the
Board of Directors, Mr. Yamamura offers recommendations
and advice to ensure that the decisions made by the Board
are appropriate and reasonable.
The expected functions and roles of Ryoichi Kobayashi,
Ryuji Matsuda and Masaji Tomiyama under the Company’s
corporate governance structure are described in (2) above.
(iii) Standards and policy on independence from the
Company in the appointment of the outside director and
audit & supervisory board members (external)
The Company has not established any particular provisions
regarding independence in appointing the outside director or
the audit & supervisory board members (external) but selects
individuals who can be expected to execute their duties
appropriately, from an objective and independent
perspective, to support corporate governance based on
specialized expertise in such areas as finance, accounting
and internal controls, and who are unlikely to cause any
conflicts of interest with general shareholders.
The Company has notified the Tokyo Stock Exchange
regarding the status of Messrs. Yamamura, Kobayashi,
Matsuda and Tomiyama as independent officers pursuant to
the rules for listed companies established by this stock
exchange.
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