Square Enix 2015 Annual Report Download - page 26

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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, Nishiura,
Kobayashi, Matsuda and Tomiyama as independent officers
pursuant to the rules established by this stock exchange.
(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)
4 177 149 28
Outside
directors 22521 4
Total 6 203 170 32
Notes: 1. Non-monetary compensation for the fiscal year ended March 31, 2015 was paid in
the form of stock options.
2. The Company abolished the retirement benefit plan 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
members
(excluding
audit &
supervisory
board
members
(external))
————
Audit &
supervisory
board
members
(external)
32929—
Total 3 29 29 —
Note: The Company abolished the retirement benefit plan for directors and audit & supervisory
board members.
(ii) Decision-making policies on remuneration, etc., for
directors and audit & supervisory board members
The Company has voluntarily established the Compensation
and Nominating Committee, which consists of outside
directors and the president, as an advisory body to the
Board of Directors. The committee aims to ensure the
objectivity and transparency of the system of compensation
for directors and audit & supervisory board members by
conducting deliberations on the basic policy on the system
of compensation for directors and audit & supervisory board
members and submitting reports to the Board of Directors.
The remuneration for directors consists of monetary
compensation as a basic consideration and non-monetary
compensation such as subscription rights to shares issued
as stock options. 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 and
Nominating Committee, an advisory body, by taking into
account the business performance of the Company for the
Corporate Governance
24