Square Enix 2014 Annual Report Download - page 26

(iv) Links between audits by the outside directors or audit &
supervisory board members (external) and internal audits,
audits by audit & supervisory board members and audits
by the accounting firm, and relationship with the internal
control unit
The outside directors 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
(excluding
outside
directors)
5 142 142 —
Outside
directors 21010 —
Total 7 152 152 —
Note: The Company abolished the retirement benefit plan for directors and audit & supervisory
board members at the conclusion of the 28th Annual Shareholders’ Meeting held on
June 21, 2008. At this meeting, a resolution was also passed to pay retirement benefits
to directors and audit & supervisory board members remaining in office after June 21,
2008. The retirement benefits are paid up until the abolishment of the plan, corresponding
to the directors’ and audit & supervisory board members’ terms of office, at the time of
their retirement. Based on this resolution, in addition to the compensation indicated above,
¥48 million (including ¥1 million paid to an outside director) of the retirement benefits
was paid to two directors who retired during the fiscal year ended March 31, 2014.
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
members
(excluding
audit &
supervisory
board
members
(external))
111—
Audit &
supervisory
board
members
(external)
42929—
Total 5 31 31 —
Note: The Company abolished the retirement benefit plan for directors and audit & supervisory
board members at the conclusion of the 28th Annual Shareholders’ Meeting held on
June 21, 2008. At this meeting, a resolution was also passed to pay retirement benefits
to directors and audit & supervisory board members remaining in office after June 21,
2008. The retirement benefits are paid up until the abolishment of the plan, corresponding
to the directors’ and audit & supervisory board members’ terms of office, at the time of
their retirement. Based on this resolution, in addition to the compensation indicated
above, ¥1 million of the retirement benefits was paid to one audit & supervisory board
member who retired during the fiscal year ended March 31, 2014.
(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,
Corporate Governance
24