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This page describes basic policy for corporate governance.
Basic corporate governance policy
So-net aims to ensure the soundness, transparency, and efficiency of management, while swiftly making decisions in response to changes in the operating environment. Further, the Company strives to increase its corporate value, and in doing so improve shareholder value, through ensuring strong corporate governance and communicating the strength of its corporate governance systems to its shareholders. We believe that this will allow us to more effectively respond to the desires and expectations of stakeholders.
Corporate governance systems
So-net has adopted the statutory auditor system. the Board of Directors consists of seven members, two of which are external directors as defined in the Companies Act. the Board of Statutory Auditors consists of three statutory auditors, two of which are external statutory auditors as defined in the Companies Act. By including external directors and statutory auditors on the Board of Directors and the Board of Statutory Auditors, respectively, the Company is ensuring that proper checks and balances are in place for sound, transparent, and efficient management.
The Company has also adopted the executive officer system. It has selected five executive officers, four of which serve concurrently on the Board of Directors. At the request of the Board of Directors, these executive officers execute the measures decided at meetings of the Board, refining these measures as necessary.
So-net's corporate governance systems also include the following three bodies.
Corporate governance system chart
1. Management meeting
The Management Meeting is held once a week, in principle, and serves as a forum for senior vice presidents to discuss matters prior to submission to the president for approval. It is also an opportunity for senior vice presidents to discuss reports and proposals regarding other important matters. the standing statutory auditor also attends this meeting as one facet of their auditing duties.
2. Remuneration committee
The Remuneration Committee consists of three members from outside of either the Company or the Sony Group, which are selected by the Board of Directors, and files a report to the president regarding the remuneration of each member of the Board. the committee meets in principle once a year.
3. Internal audit Section
The Internal Audit Section consists of six employees and works directly under the president. It reports the findings of internal audits to the president. the section also proposes solutions for issues that were uncovered through internal audits and gives advice to the departments in which those issues were uncovered, subsequently confirming the implementation of improvement measures through follow-up investigations.
Remuneration of members of the board and statutory auditors
Matters regarding the remuneration of members of the Board are decided based on a report filed by the Remuneration Committee, which consists of three external specialists selected by the Board of Directors. the remuneration of members of the Board (excluding external members) consists of basic remuneration, yearly bonuses, and stock options. the baseline for each type of remuneration paid, and the percent of total remuneration that it accounts for, are decided based on business performance and its relation to shareholder value.
For statutory auditors, only basic remuneration is paid in order to ensure that the statutory auditors maintain a high degree of independence from the Company.
The amount of remuneration paid to members of the Board and statutory auditors in the fiscal year ended March 31, 2011, was as follows.
Relationship with the parent company
Sony Corporation, the parent company of So-net Entertainment Corporation, has majority voting rights in the Company through the combination of its direct and indirect equity holdings, and therefore has the ability to influence management decisions by exercising its rights as a majority shareholder. However, the Company conducts its business based on its own management decisions. the Company will also continue to coordinate with other Sony Group companies in order to further the expansion of its core businesses.
Statements made in this page with respect to So-net's current plans, estimates, strategies and beliefs and other statements that are not historical facts are forward-looking statements about the future performance of So-net. Forward-looking statements include, but are not limited to, those statements using words such as "believe""expect" ,"plans" ,"strategy" ,"prospects" ,"forecast" ,"estimate", "project" quot;anticipate","aim" ,"may" or "might" and words of similar meaning in connection with a discussion of future operations, financial performance, events or conditions. From time to time, oral or written forward-looking statements may also be included in other materials released to the public. These statements are based on management's assumptions and beliefs in light of the information currently available to it. So-net cautions you that a number of important risks and uncertainties could cause actual results to differ materially from those discussed in the forward-looking statements and therefore you should not place undue reliance on them.