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Our management structure is sound and highly transparent.

Governance

Adoption of a Delegated Executive Officer System

J-MAX has adopted a delegated executive officer system to better concentrate the functions of the Board of Directors toward deciding and supervising important issues related to management by appropriately delegating the Company’s business execution.

Executive Remuneration Policy in accordance with the Revised Companies Act

Policy for Deciding Executive Remuneration

1) Concept and procedures related to executive remuneration

  • 1. Remuneration for directors and delegated executive officers will comprise monthly compensation and bonuses and stock compensation. The compensation structure will be linked to company performance and reflect earnings and results.
  • 2. The concept behind compensation is to increase fairness and objectivity through deliberation by the Nomination & Compensation Committee and decision by the Board of Directors.
  • 3. External directors, non-executive directors, and auditors will receive fixed compensation but will not receive bonuses or stock compensation.
  • 4. Determination of the specific content of individual compensation of directors and delegated executive officers will be delegated to the President & Executive Officer based on approval by the Board of Directors. The content of such delegation shall be the amount of fixed compensation and the amount of performance-linked compensation.
  • 5. The Company may demand repayment of paid bonuses from directors and officers at the decision of the Board of Directors in cases where resign their positions voluntarily; commit a major breach of laws and regulations, the Articles of Incorporation or internal policies; or cause material damages to the Company either intentionally or through significant negligence.

2) Calculation method for monthly compensation
Monthly compensation for directors, auditors, and delegated executive officers will be deliberated by the Nomination & Compensation Committee and decided for the directors and delegated executive officers by the Board of Directors and for auditors by the Audit & Supervisory Board.

3) Calculation method for bonuses and stock compensation

  • 1. The upper limit on bonuses will be equivalent to 10% of officers’ total compensation, and stock compensation will be equivalent to 10% of officers’ total compensation. These will be deliberated by the Nomination & Compensation Committee and decided by the Board of Directors.
  • 2. Bonuses will be determined on the basis of the title of directors and delegated executive officers and will be calculated on the basis of consolidated operating profit in the previous fiscal year, consolidated free cash flow, and the degree of achievement of targets and KPIs in the business for which the director or officer has responsibility. Specifically, evaluations will be made with qualitative evaluations added on the basis of consolidated operating profit and consolidated free cash flow for the Chairman, President, and Vice President & Executive Officer; consolidated operating profit, consolidated free cash flow, and KPIs and achievement rates of business plans in the businesses for which they have responsibility for Senior Managing Executive Officers, Managing Executive Officers, and Senior Executive Officers.
  • 3. Regarding metrics for consolidated operating profit and consolidated free cash flow, consolidated operating profit will be based on the earnings forecast disclosed at the beginning of the fiscal period and consolidated free cash flow will be based on the value in the plan at the start of the fiscal period. The amount paid will be 0%-100% of the degree of achievement of the established base values.
  • 4. Regarding stock compensation, stock will be distributed upon leaving the position based on a set standard depending on title with a linkage to medium- to long-term earnings performance.

Compliance Manual

I Purpose and Basic Stance

Compliance refers to observance of ethical standards and laws and regulations. This Compliance Manual compiles matters that important issues that require particular attention in executing the Company’s activities. As a result, it does not cover all issues and should be taken as a description of basic concepts.
With progress in internationalization, the move toward an information-intensive society, and deregulation, what is most important is each employee’s mental attitude and courageous conscience to follow the philosophy embodied in the Compliance Manual. Toward that end, an important prerequisite is to take “ethical judgments based on good conscience” as the basis of business.
“Ethical judgments based on good conscience” means to step back from one’s individual interests or the interests of the workplace or business and question the appropriateness of one’s conduct from the perspective of an impartial third-party observer. That conduct is considered to be without issues if it would be free of criticism and acceptable regardless of who viewed it. We have but one goal. That is to build a fair workplace and sound business relationships and contribute to the advancement of society through our work. Our mission is to create a prosperous society based on conducting fair business.

II Basic Policies

1) Awareness of social responsibility and public mission
We will be aware of the social responsibility and public mission of our business and undertake sound business management.
2) Compliance with laws and regulations
We will comply with laws and regulations.
3) Fair and transparent business based on the principle of self-responsibility
We will be strongly aware of “self-responsibility”, which means the responsibility a company must take on its own and conduct fair and transparent business based on the principle of self-responsibility.
4) Customer satisfaction
We will make customer safety and satisfaction a constant in our business and provide products and services with sincerity and at appropriate prices.
5) Respect for human rights
We will respect human rights and contribute to the advancement of a sound company.
6) Respect for other cultures internationally
In the era of internationalization, we will respect different cultural traditions and customs.
7) Strict opposition to antisocial forces
We will display strict opposition to antisocial forces.
8) Passing down a prosperous and fair society
We will endeavor to leave a more prosperous environment and fair society.
9) Proactive creation of measures to overcome ethical issues
When we confront difficult ethical issues, we will proactively create measures to overcome them to the satisfaction of all concerned.
10) Appropriate management and use of information
We will take due care to appropriate store and use information from customers and business partners and personal information.