Board of Directors

Guidelines for Appointment of Outside Officers

Link and Motivation Inc. has established standards of independence for outside officers (outside directors and outside Audit & Supervisory Board members).

Board of Directors

(As of March 30, 2022)

Number of directors allowed for in the Articles of Incorporation 12
Director tenure under the Articles of Incorporation 1 year
Chair of Board of Directors meetings Chairman (except in the case that the chairman is also the president)
Number of directors 5
Appointment of outside directors Yes
Outside directors 2
Of whom, independent outside directors 2

Reasons for Appointment of Outside Directors

Name Reasons for Appointment
Yuasa Tomoyuki
(Click here for profile.)
In the role of outside director, Mr. Yuasa is able to use his extensive experience and expert knowledge gained from managing numerous companies to supervise the management of the Company. As a person who is not an executive of the Company or any of its subsidiaries; an executive of any of the Company’s major business partners; a lawyer, accountant or consultant receiving a significant amount in cash or assets from the Company; a close relative (within two degrees of kinship) of an individual fulfilling any of the above criteria; or an individual whose independence requires additional justification according to the rules and regulations of Tokyo Stock Exchange, Inc., he is deemed able to act from a fair and neutral standpoint, and has therefore been designated an independent officer.
Kakuyama Takashi
(Click here for profile.)
In the role of outside director, Mr. Kakuyama is able to use his extensive experience and expert knowledge gained from managing numerous companies to supervise the management of the Company. As a person who is not an executive of the Company or any of its subsidiaries; an executive of any of the Company’s major business partners; a lawyer, accountant or consultant receiving a significant amount in cash or assets from the Company; a close relative (within two degrees of kinship) of an individual fulfilling any of the above criteria; or an individual whose independence requires additional justification according to the rules and regulations of Tokyo Stock Exchange, Inc., he is deemed able to act from a fair and neutral standpoint, and has therefore been designated an independent officer.

Audit & Supervisory Board

In order to enhance the effectiveness and efficiency of our audit function, we strengthen cooperation among Audit & Supervisory Board members, the accounting auditor, and the internal auditor by providing opportunities to exchange opinions and information as necessary.

Established Audit & Supervisory Board Yes
Number of Audit & Supervisory Board members allowed for in the Articles of Incorporation 6
Number of Audit & Supervisory Board members 3
Appointment of outside Audit & Supervisory Board members Yes
Number of outside Audit & Supervisory Board members 2
Of whom, independent outside Audit & Supervisory Board members 2

Reasons for Appointment of Outside Audit & Supervisory Board Members

Name Reasons for Appointment
Kimura Hidekazu
(Click here for profile.)
In the role of Outside Audit & Supervisory Board member, Mr. Kimura is able to use his wealth of experience and profound knowledge from many years as a company manager to audit the management of the Company. As a person who is not an executive of the Company or any of its subsidiaries; an executive of any of the Company’s major business partners; a lawyer, accountant or consultant receiving a significant amount in cash or assets from the Company; a close relative (within two degrees of kinship) of an individual fulfilling any of the above criteria; or an individual whose independence requires additional justification according to the rules and regulations of Tokyo Stock Exchange, Inc., he is deemed able to conduct audits from a fair and neutral standpoint, and has therefore been designated an independent officer.
Tominaga Kenji
(Click here for profile.)
In the role of Outside Audit & Supervisory Board member, Mr. Tominaga is able to use his wealth of experience and profound knowledge from many years as a company manager to audit the management of the Company. As a person who is not an executive of the Company or any of its subsidiaries; an executive of any of the Company’s major business partners; a lawyer, accountant or consultant receiving a significant amount in cash or assets from the Company; a close relative (within two degrees of kinship) of an individual fulfilling any of the above criteria; or an individual whose independence requires additional justification according to the rules and regulations of Tokyo Stock Exchange, Inc., he is deemed able to conduct audits from a fair and neutral standpoint, and has therefore been designated an independent officer.

Outside Officers

Number of outside officers 4

Incentives

Implementation of measures for providing incentives to directors Performance-linked remuneration

The method used for determining the amount of performance-linked remuneration for each director is as follows.
Performance-linked remuneration for directors is paid twice per year in a cash payment commensurate to their achievements. The representative directors prepare a draft proposal based on achieving various target levels for key management indicators, such as revenues and operating income. Outside directors are briefed in advance on the draft, which is then discussed, amended if necessary, and approved at a meeting of the Board of Directors after a thorough exchange of opinions.
The key management indicators and target values are set to be consistent with the medium-term management plan at the time the plan is formulated, and are reviewed by the Board of Directors as necessary in response to changes in the operating environment.
For performance-linked remuneration for the preceding fiscal year, key management indicators include consolidated revenues and operating income, and the amount is determined according to the overall percentage of achievement against target values for those indicators.

Directors’ Compensation

Disclosure (of individual directors’ compensation) No
Policies specifying compensation amounts and their calculation method Yes

Corporate Governance

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