Asteria’s business objective is not only to contribute to shareholders, customers, and employees, but also to consider the benefit to our society by maintaining and improving the company’s business value. In order to do so, the company strives to make its Corporate Governance System highly transparent and healthy while strengthening the Corporate Governance by appointing Outside Directors. The company also enforces compliance standards and policies for management and employees as a means of precluding fraud or deception.
Asteria elected Audit & Supervisory Board Members and established an Audit & Supervisory Board. The company has three Audit & Supervisory Board Members including two outside members. In addition to regular monthly meetings, the members hold supplemental meetings as required. Outside members share information and exchange their views based on close coordination with the Standing Audit & Supervisory Board Member and Accounting Auditor. In addition, each member attends monthly Board of Directors meetings to provide objectives and exchange views as highly independent members. Thus, the company’s decision-making and business execution have been audited appropriately.
Since Asteria’s establishment, the company has appointed highly experienced and knowledgeable experts to serve as Outside Directors to strengthen the Corporate Governance Systems. Currently, two Directors out of five are Outside Directors, and these specialists enhance the effectiveness of Corporate Governance by actively engaging in high-level discussions and brainstorming with other Directors.
The company is relatively small; there are less than one hundred employees. Thus, the current Corporate Governance System is adequate to the company scale.
Diagram of the Corporate Governance System
System of Corporate Governance
Asteria’s Board of Directors consists of five Directors, including two Outside Directors. It is company policy that the Board shall have more than two Outside Directors, but less than half of the total number of Directors, to enhance the transparency and high-level of Corporate Governance. In addition to monthly Board of Directors meetings, supplemental meetings are held as required.
Asteria stipulates in its bylaws the following:
Outside Directors Attendance to the Board of Directors Meetings
Name | Attendance |
---|---|
Director Shuzo Saitoh | Eleven out of eleven Board of Directors meetings since appointed on June 21, 2014 |
Director Anis Uzzaman | Nine out of eleven Board of Directors meetings since appointed on June 21, 2014 |
Audit and Supervisory Board Member Yuji Inoue | Eleven out of eleven Board of Directors meetings and ten out of ten Audit & Supervisory Board meetings since appointed on June 21, 2014 |
Audit and Supervisory Board Member Akio Satoh | Twelve out of fourteen Board of Directors meetings and twelve out of thirteen Audit & Supervisory Board meetings in this fiscal year |
Described in “1-b), The reason for adoption of the current Corporate Governance System”, “1-e). Audit & Supervisory Board”, and “1-f). Internal Audit”.
The company’s Outside Audit & Supervisory Board member served as Executive Officer at Ricoh Company, Ltd. and Ricoh Group. He also served as a Standing Audit & Supervisory Board Member of Ricoh Company Ltd and has wide experience and insight.
There are two Outside directors and two Outside Audit & Supervisory Board Members in the company.
Described in “I. Corporate Governance Systems”.
As of the date of filing the securities report, there is no important conflict of interest between the company and two Outside Directors or two Outside Audit & Supervisory Board Members.
The remuneration of the Board Members is resolved at General Meeting of shareholders, and the current amount is within the amount resolved at the meeting. The remuneration of Directors is resolved at the Board of Directors meeting, and the remuneration of Audit & Supervisory Board Members is determined by their discussion.
Classification | Total remuneration Compensation (Thousand yen) | Details of Remuneration(Thousand yen) | Total Number of Recipient | |
---|---|---|---|---|
Base | Stock Options | |||
Director(Except Outside Directors) | 49,132 | 45,100 | 4,032 | 4 |
Audit & Supervisory Board Member(Except Outside member) | 7,800 | 7,800 | - | 1 |
Outside Director | 7,608 | 6,600 | 1,008 | 2 |
Outside Audit & Supervisory Board Member | 4,800 | 4,800 | - | 2 |
Pursuant to 309-2 Corporate Law in Japan, it is set forth in Asteria’s bylaws that a resolution is passed when 1/3 of eligible shareholders are in attendance to the shareholders meeting and, of those present, 2/3 have voted.
Asteria, pursuant to 426- 2 Corporate Law in Japan, stipulates in its bylaws that the company is entitled to purchase Treasury Stock through the Market (Buy Back) as set forth in 16-1 Corporate law.
Asteria stipulates in its bylaws, unless otherwise provided by law, that the company shall determine a dividend of surplus, set forth in 459-1 Corporate Law, by a resolution of the Board of Directors. This is to enable the company to more flexibly distribute profits to shareholders.
Asteria, to enable the company to more flexibly distribute profits to shareholders, stipulates by its bylaws that it shall deliver interim dividends to shareholders or registered pledgees of Shares who are recorded by the record date, September 30.
Asteria, pursuant to 426- 1 Corporate Law in Japan, stipulates in its bylaws that it may, by a resolution of the Board of Directors, exempt a Director (including a former Director) and an Audit & Supervisory Board Member (including a former Audit &Supervisory Board Member) from being held liable for his/her actions by applicable laws and ordinances to enable the Director and Audit & Supervisory Board Member to perform their duties in a satisfactory manner.
The status of corporate governance [June 30,2016] (580KB / 14 pages)
Copyright©1998 -2022 Asteria Corporation. All Rights Reserved.