Sustainability
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01 Message
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02 Initiatives
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03 DX Value Co-creation
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04 Talent・Team
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05 Community
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06 Corporate Governance
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07 Environment
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08 Factsheet
Corporate Governance
Enhancing Corporate Governance and Risk Management
Sun Asterisk Inc. (hereinafter "Sun*") regards the establishment and continued enhancement of a corporate governance system suitable to Sun*, which will serve as the foundation for Sun* to fulfill its corporate social responsibilities and conduct operations aiming to increase corporate value in the medium to long term, as an important management issue.
Sun* is committed to establishing an internal system that ensures prompt and rational decision-making as well as efficient business execution, and to enhancing corporate governance, in order for Sun* to pay respect to its stakeholders, increase soundness and transparency as a company, and aim for stable long-term appreciation of shareholder value. Sun* has implemented all of the principles stipulated in the "Corporate Governance Code" of the Tokyo Stock Exchange and provides details on the disclosure items required under each principle in Sun*'s Corporate Governance Report.
Corporate Governance System
Sun* determined that a structure with an "audit and supervisory committee" (in which the majority of the members would consist of "audit and supervisory committee members" and outside directors with audit and supervising responsibilities as well as voting rights at board of directors meetings) would be effective for supervising of the Board of Directors and enhancing corporate governance. Accordingly, upon receiving approval on the necessary amendments to the articles of association at the 6th Ordinary General Meeting of Shareholders held on March 29, 2019, we converted to a "company with an Audit and Supervisory Committee" in order to further ensure the soundness and efficiency of our operations. Sun* organs include shareholders' meetings, Board of Directors, an Audit and Supervisory Committee and accounting auditor. In addition, Sun* also has a management council to expedite decision-making in business execution.
Sun* has not established an independent "nomination/compensation committee" as it is not mandatory. But on issues related to executive compensation and shareholders' meeting agenda items including director candidates, we explain and seek advice from independent outside directors and Audit and Supervisory Committee members prior to receiving a resolution from the board of directors. For this reason, we believe the independence and objectivity of functions and accountability of the Board of Directors are uncompromised.
Sun*'s Continued Efforts
- March 2019: Transition to company with Audit and Supervisory Committee, appointed two outside directors.
- October 2019: Completed report on reasons for appointing outside directors and their independency status.
- July 2020: Listed on the Tokyo Stock Exchange's Mothers market.
- March 2021: Appointed a female director.
Corporate Governance System

Members of the Board of Directors and the Audit and Supervisory Committee and Their Experience/Expertise
Name | Position | Attribution | Experience / Specialty | ||||||||
Independence | Corporate CEO/Management Top |
Related Industry /Business |
IT/ Technology |
Marketing/ Sales |
Global Business | Personnel/ Human Resources Development |
Treasury /Accounting |
Risk management /Public relations |
|||
Taihei Kobayashi | CEO | Male | ● | ● | ● | ● | ● | ● | |||
Yusuke Hattori | Director | Male | ● | ● | ● | ● | ● | ● | |||
Takuya Umeda | Director | Male | ● | ● | ● | ● | ● | ||||
Makoto Hirai | Director | Male | ● | ● | ● | ● | |||||
Ken Nihonyanagi, Director |
Director Full-time Audit and Supervisory Committee member |
Male | ● | ● | ● | ||||||
Toshihiro Ozawa | Outside director Audit and Supervisory Committee |
● | Male | ● | ● | ● | ● | ||||
Eriko Ishii |
Outside director Audit and Supervisory Committee |
● | Female | ● | ● | ||||||
Tomoko Mikami | Outside director | ● | Female | ● | ● | ● | ● |
Basic Policy for Appointment of Directors
- Those with outstanding personalities and insight and respect for our management philosophy.
- Those with a deep understanding of Sun*'s history, corporate culture, employee characteristics, and sufficient business experience and knowledge.
- Those who, based on factors including our business environment and competition, can contribute to increasing corporate value, and are capable of developing and implementing business strategies and action plans to continuously improve corporate value over the medium to long term, and who, at all times, endeavor to verify outcomes and further improve on strategies and action plans.
- Those who are keyed into changes in the industry that our group belongs and the value of the services we provide, and who can constructively deliberate on the direction the group should take
Criteria for Selecting Director Candidates who are Not Audit and Supervisory Committee Members
Criteria for Selecting Director Candidates who are Audit and Supervisory Committee Members
- Those who have served Sun* as directors or executive officers, or who have had positions in management function departments or the internal audit department, etc.
- Lawyers or other legal experts
- Those with management experience
- Those with substantial expertise in accounting and finance
- Those with knowledge and experience in industries related to our business, such as IT and internet-related industries
- Those with profound experience in research and development
- Those with experience or capabilities equivalent to any of the above
Appointment Procedure
Reasons for Appointing Outside Directors and their Independency Status
Outside Director/Audit and Supervisory Committee Member
Independent officer: ○
Board of Directors Attendance: ○ (10/10
Audit and Supervisory Committee Attendance: ○ (10/10)
( ) indicates previous year's attendance
Outside Director/Audit and Supervisory Committee Member
Independent officer: ○
Board of Directors Attendance: ○ (10/10)
Audit and Supervisory Committee Attendance: ○ (10/10)
( ) indicates previous year's attendance
Outside Director
Independent officer: ○
Board of Directors Attendance: ○ (10/10)
Audit and Supervisory Committee Attendance: ○ (10/10)
( ) indicates previous year's attendance
Sun* appointed her as an independent director and an outside director because Sun* believes she meets the Independence Criteria stipulated by the Tokyo Stock Exchange and there is no risk of a conflict of interest between her and general shareholders.
The assessment and analysis have revealed that there are no problems regarding the number of Board of Directors meetings, the scope and volume of agenda items and the tabled materials, and that appropriate time has been reserved and allocated for deliberations. Further, the directors are not confining their role to their own areas of responsibility, but in collaboration with outside directors, engaging in discussions on budgets and performance forecasts, as well as operational and management risks, and appropriately engaging in decision-making that relate to Sun*'s overall business expansion, business selection and concentration and enhancement of corporate value. As such, we believe that the effectiveness of the entire Board of Directors as a whole is being achieved.
Directors' Remuneration Policyy
① Fundamental Policy
Our basic policy is to establish a directors' remuneration structure that appropriately incentivizes directors to achieve continuous enhancement of corporate value while maintaining alignment with shareholders' interests, under which remuneration of each director is determined in accordance with their responsibilities. Remuneration of executive directors will consist of a fixed basic component, a performance-linked component, and non-monetary remuneration, while remuneration of directors with administrative responsibilities and outside directors will be limited to a basic remuneration in light of their responsibilities.
② Policy for Determining Basic Monetary Remuneration of Directors (Including policy to determine the relevant remuneration period and conditions)
Basic remuneration of directors will be a monthly fixed remuneration to be determined in line with the positions, responsibilities and years of tenure as a director and after overall assessment of remuneration levels of other companies, company performance and company employee wage level.
③ Policy for Determining Amount and Details of Performance-linked Remuneration and Non-monetary Remuneration(Including policy to determine the relevant remuneration period and conditions)
Performance-linked remuneration is monetary remuneration reflecting performance indicators (KPIs) in order to incentivize performance enhancement in each fiscal year, determined according to a pre-established remuneration table setting payout amounts depending on whether actual performance met targeted consolidated operating profit or not, and paid annually at a determined time of the year (December). KPIs and target levels are set during the budgeting process and reviewed in accordance with changes in the business environment upon recommendation from the Audit & Supervisory Committee. Non-monetary remuneration relates to a stock remuneration scheme that Sun*, depending on changes in the business environment and upon receiving recommendation from the Audit and Supervisory Committee, intends to introduce within 5 years of the listing of Sun*.
(Note) Sun* has a Market Price Stock Acquisition Trust as an incentives plan established by our founder Mr. Masato Hirai as trustee. Since directors, other than Mr. Masato Hirai can in future receive Sun* stock options as an incentive under the incentive plan, there is no pressing need to establish non-monetary remuneration. Accordingly, we will thoroughly explore the idea of introducing such remuneration at some point in the future.
④ Policy on Determination of Allocation of Amounts between Monetary Remuneration, Performance-linked Remuneration and Non-monetary Remuneration for Directors.
Allocation for executive directors will be based on the policy that the portion of performance-linked remuneration will increase in line with the seniority of the director, using allocation ratios utilized by companies of size, industry and business type similar to Sun* as benchmarks for consideration of the Audit & Supervisory Committee. The Board of Directors (Representative Director entrusted with the authority under ⑤ below) must respect the recommendation given by the Audit and Supervisory Committee, and will determine the remuneration for each director within the recommended remuneration allocation band designated for each type.
The guideline allocation ratio for each type of remuneration for the time being shall be: basic remuneration 55-75%, performance-linked remuneration 25-45%, non-monetary remuneration 0%.
⑤ Determination of Remuneration of Each Director
Determination of actual amount of remuneration of each director shall be entrusted to the Representative Director by resolution of the Board of Directors. The scope of authority will be the allocation to each individual of the bonus based on the basic remuneration of each director and the performance of the business under that director's responsibility. In order to ensure proper execution of responsibility by the Representative Director, the Board of Directors shall present the Audit & Supervisory Committee with the draft proposal for their consideration and recommendation. The Representative Director entrusted with the authority must determine the final allocation in accordance with the Committee's recommendation. For non-monetary remuneration, the Board of Directors will establish details of the non-monetary remuneration of each director based on the recommendation of the Audit and Supervisory Committee.
Director Class
Total Amount of Remuneration | Total Amount of Remuneration by type (thousand yen) |
Subject Number of Directors |
|||
Basic Remuneration |
Performance remuneration Remuneration |
Non-monetary remuneration | |||
Director (Audit and Supervisory Committee members) |
64,951 | 43,551 | 21,400 | 0 | 4 |
Director(member of Audit & Supervisory Committee members) | 10,300 | 10,300 | 0 | 0 | 4 |
(of which Outside Directors) | (3,400) | (3,400) | 0 | 0 | (3) |
Total | 75,251 | 53,851 | 21,400 | 0 | 7 |
(of which Outside Directors) | (3,400) | (3,400) | 0 | 0 | (3) |