DIRECTORS

Geniee has established a corporate governance system centered on our Board of Directors and our Audit & Supervisory Committee. To enhance mutual monitoring functions between directors, of our seven directors, we have nominated five as outside directors (including Audit & Supervisory Committee members).

Reason for nomination of outside director

Name Reason for nomination Status of attendance
No. of attendance/No. of meetings held
(FY2019)
Michimasa Naka Mr. Naka has vast corporate management experience and knowledge of financial institutions from his time at Citigroup Global Markets Japan Inc. and StormHarbour Japan Ltd. We have nominated Mr. Naka based on the expectation that he will provide appropriate guidance related to decision-making by the Board of Directors. Board of Directors' meetings: 17/17 meetings.
Koichi Machida Mr. Machida has vast experience and knowledge of digital marketing industry. We have nominated Mr. Machida based on the expectation that he will provide appropriate guidance related to decision-making by the Board of Directors.  
Name
Michimasa Naka
Reason for nomination
Mr. Naka has vast corporate management experience and knowledge of financial institutions from his time at Citigroup Global Markets Japan Inc. and StormHarbour Japan Ltd. We have nominated Mr. Naka based on the expectation that he will provide appropriate guidance related to decision-making by the Board of Directors.
Status of attendance
No. of attendance/No. of meetings held (FY2019)
Board of Directors' meetings: 17/17 meetings.
Name
Koichi Machida
Reason for nomination
Mr. Machida has vast experience and knowledge of digital marketing industry. We have nominated Mr. Machida based on the expectation that he will provide appropriate guidance related to decision-making by the Board of Directors.
Status of attendance
No. of attendance/No. of meetings held (FY2019)
 

*Mr. Machida is a new outside director.

Reason for nomination of outside director and Audit & Supervisory Board Member

Name Reason for nomination Status of attendance
No. of attendance/No. of meetings held
(FY2019)
Katsuyuki Toritani Mr. Toritani has vast knowledge and expertise having served as manager of an internal audit department at a listed company and as a full-time auditor at a listed subsidiary. We have nominated Mr. Toritani based on the expectation that we can apply that knowledge and expertise towards our Company audits. Board of Directors' meetings: 17/17 meetings.
Audit & Supervisory Committee meetings: 14/14 meetings.
Yukio Todoroki Mr. Todoroki has vast knowledge and expertise having served as an auditor at a listed company. We have nominated Mr. Todoroki based on the expectation that we can apply that knowledge and expertise towards our Company audits. Board of Directors' meetings: 17/17 meetings.
Audit & Supervisory Committee meetings: 14/14 meetings.
Katsumasa Niki Mr. Niki has vast corporate management experience and knowledge. We have nominated Mr. Niki based on the expectation that we can apply that knowledge and expertise towards our Company audits. Board of Directors' meetings: 17/17 meetings.
Name
Katsuyuki Toritani
Reason for nomination
Mr. Toritani has vast knowledge and expertise having served as manager of an internal audit department at a listed company and as a full-time auditor at a listed subsidiary. We have nominated Mr. Toritani based on the expectation that we can apply that knowledge and expertise towards our Company audits.
Status of attendance
No. of attendance/No. of meetings held (FY2019)
Board of Directors' meetings: 17/17 meetings.
Audit & Supervisory Committee meetings: 14/14 meetings.
Name
Yukio Todoroki
Reason for nomination
Mr. Todoroki has vast knowledge and expertise having served as an auditor at a listed company. We have nominated Mr. Todoroki based on the expectation that we can apply that knowledge and expertise towards our Company audits.
Status of attendance
No. of attendance/No. of meetings held (FY2019)
Board of Directors' meetings: 17/17 meetings.
Audit & Supervisory Committee meetings: 14/14 meetings.
Name
Katsumasa Niki
Reason for nomination
Mr. Niki has vast corporate management experience and knowledge. We have nominated Mr. Niki based on the expectation that we can apply that knowledge and expertise towards our Company audits.
Status of attendance
No. of attendance/No. of meetings held (FY2019)
Board of Directors' meetings: 17/17 meetings.

*Mr. Niki is a new outside director and Audit & Supervisory Board Member.

Executive compensation

Compensation amounts for directors (excluding directors serving as Audit & Supervisory Committee members) and directors serving as Audit & Supervisory Committee members shall be within the scope of the maximum amount approved at the General Meeting of Shareholders. Amounts are determined via a comprehensive evaluation of position, work performance, and Company earnings before a resolution is passed by the Board of Directors and careful deliberations by directors serving as Audit & Supervisory Committee members. At the Regular Board of Directors' meeting held on June 27, 2018, the maximum compensation amount was set as the annual amount of 150 million yen or less for directors (not including salaries to employees) and 25 million or less for directors serving as Audit & Supervisory Committee members.

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