Square Enix 2013 Annual Report Download - page 24

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(iv) Links between audits by the outside director or audit &
supervisory board members (external) and internal audits,
audits by corporate auditors and audits by the accounting
firm, and relationship with the internal control unit
The outside director and audit & supervisory board members
(external) work closely with the Auditing Division, audit &
supervisory board members and the Company’s accounting
firm, and are required to submit reports and offer opinions
for discussion at meetings of the Board of Directors, Audit &
Supervisory Board, Internal Control Committee and other
corporate forums.
(4) Overview of compensation system for directors and
audit & supervisory board members
(i) Total compensation paid to directors and audit &
supervisory board members, total compensation for each
category of director and audit & supervisory board
member, and the total number of directors and audit &
supervisory board members
Compensation Paid to Directors
Number of
individuals
Total
remuneration
(
Millions of yen
)
Remuneration
breakdown
(
Millions of yen
)
Monetary
compensation
Non-monetary
compensation
Directors 4 300 237 62
Outside
director 1660
Total 5 307 243 63
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 audit &
supervisory board members.
Compensation Paid to Audit & Supervisory Board Members
Number of
individuals
Total
remuneration
(
Millions of yen
)
Remuneration
breakdown
(
Millions of yen
)
Monetary
compensation
Non-monetary
compensation
Audit &
supervisory
board
member
166—
Audit &
supervisory
board
members
(external)
32929—
Total 4 36 36 —
Note: The Company has abolished retirement benefits for directors and audit &
supervisory board members.
(ii) Decision-making policies on remuneration, etc., for
directors and audit & supervisory board members
The remuneration for directors consists of monetary
compensation as a basic consideration and non-monetary
compensation such as stock options. The decisions on
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 audit & supervisory board members is
only monetary compensation in light of the independence of
audit & supervisory board members from the corporate
management of the Company. Audit & supervisory board
members’ remuneration is also reviewed every year. The
amount of remuneration and the distribution among the audit
Corporate Governance
22