Investor Relations

Management Policy

Corporate Governance

Policies

The Company's basic approach to corporate governance is to engage in fair, logical, speedy decision-making on the basis of collaborative creation with shareholders, users, employees, business partners, local communities, and other stakeholders for the purpose of enhancing corporate value.
The Company has a basic policy of seeking balance between the decision-making and business execution function and the management oversight function to support appropriate management decisions and business execution by the president and CEO, who is also a major shareholder.

Corporate Philosophy, Vision and Values

Corporate Philosophy

The COLOPL Group's corporate philosophy is "Entertainment in Real Life" -- making everyday life more enjoyable and wonderful for people everywhere. Our desire and mission is to make people's ordinary, everyday lives, not extraordinary special events, enjoyable and wonderful through entertainment.

Our Vision

The COLOPL Group's vision is "To continue to create new entertainment accepted by large numbers of users, now and in the future."This vision defines entertainment as the linchpin of the Group's business and expresses in a single sentence the freshness of our ideas and our technological innovation ("continue to create new entertainment"), our portfolio strategy ("accepted by large numbers of users"), and our corporate flexibility and sustainability ("now and in the future").

Our Values

In order to realize this vision, the Group has defined the following values to serve as the standards for making decisions.
Grow in order to survive
Assume challenges in order to grow
Make decisions in order to assume challenges

Our Principles

In order to realize our vision, the following Principles for executive officers and employees to follow have been established.
Growth is necessary in order to survive
Success is necessary in order to grow
bjective is necessary in order to succeed
Open-mindedness is necessary in order to be objective
Therefore, let's become open-minded to outcomes, data and people

Management Strategies

We will strive to realize our corporate vision by executing a portfolio strategy of combining businesses targeting different users and constantly investing in new fields.

Content Portfolio Strategy
User needs vary significantly according to content type and category. By dividing games into multiple genres and motifs and diversifying our services across various entertainment categories other than games, we reach diverse users and seek to stabilize earnings.

Rregional Portfolio Strategy
User needs vary significantly according to country and region. By doing business globally in regions with different values and in growth stages, such as differences in what people find amusing and differences in communications infrastructure or income levels, we reach diverse users and seek to stabilize earnings.

Device Portfolio Strategy
User needs vary significantly according to the terminals (devices) people use and delivery platforms. By discerning the future potential of devices and platforms that constantly emerge as a result of technology evolution and changing use environments and immediately responding, we reach diverse users and seek to stabilize earnings.

Dialogue with Shareholders

The director in charge of investor relations supervises dialogue with shareholders. The Company is working to strengthen the system for disclosing information to shareholders by holding once weekly working-level meetings chaired by Jun Hasebe, the director in charge of investor relations, at which persons in charge of corporate planning, accounting and finance, legal affairs, investment development, and other business functions engage in cross-departmental information exchange.

The Company conducts quarterly briefings for institutional investors on the earnings announcement date that serve as a forum for dialogue with shareholders and also holds separate individual meetings with institutional investors by request. At meetings of the Board of Directors, the directors relay opinions and concerns obtained through dialogue with shareholders that they consider important in their reports about the divisions under their charge. The Company has developed a system for the immediate sharing of matters requiring urgency between the CEO and the directors in charge.

When engaging in dialogue with shareholders, the Company gives due consideration to insider trading regulations. In addition, the Company endeavors to record and save the content of meetings, e-mails, and telephone calls with shareholders to manage and utilize the information from the dialogue.

Board of Directors and Directors

Role of the Board of Directors

Scope of Delegation from the Board of Directors to Executive Management
Matters for resolution by the Board of Directors are stipulated in the Rules for Delegation of Authority, and the Board of Directors makes business judgments and decisions about important matters concerning management, important matters concerning the organization, and matters concerning finance. The Management Council makes business judgments and decisions about some matters concerning management other than matters for resolution by the Board of Directors, some matters concerning organization, and matters concerning new businesses and certain investment and contractual matters. In addition, the Company has instituted the Investment Committee, a body delegated a certain level of authority concerning investment from the Board of Directors whose principal members are the CEO and the director in charge of the investment development business. The Investment Committee makes investment decisions about projects to which all of the following conditions apply.

・Investment amount of ¥100 million or less per project
・Voting rights share of less than 20% after investment
・Maximum total annual (=business year) investment amount of ¥1,000 million

The results of the Investment Committee's investment decisions are reported to the Management Council and Board of Directors.

Approach to the Overall Balance of Knowledge, Experience, and Skills, Diversity, and Size of the Board of Directors
The Company defines performance indicators and contribution areas such as the knowledge, experience, and skills of each director and judges whether the Board of Directors as a whole is balanced, diverse, and appropriate in size in light of the combination of those attributes. The Company also considers whether director appointments are optimal for the Board of Directors as a whole on the basis of the performance indicators and contribution areas.

Disclosure of the Status of Concurrent Board Positions
The holding of concurrent board positions at other listed companies by directors is a matter to be reported to the Management Council. The Company periodically monitors any negative aspects the holding of concurrent board positions may have on officers' roles, responsibilities, and results at the Company.
The Company periodically discloses the status of concurrent board positions at other listed companies held by directors, including the above-mentioned situation, in the Investor Relations section of the Company's website and by other means.

Analysis of the Effectiveness of the Board of Directors
The Company plans to conduct a self-assessment of the Board of Directors by each director in accordance with formulated evaluation items from October to December each year. In addition, to further strengthen the oversight function of the Board of Directors, the administrative office of the Board of Directors plans to conduct a review of the operation of the Board of Directors once a year following an exchange of opinions with the outside director about the status of operation of the Board of Directors.

Corporate Officer Training (Human Resource Development) Policy
To contribute to improvement of the effectiveness of the Board of Directors as a whole, the Company conducts a training program for the purpose of further strengthening the skills required of each director (work skills for the divisions under their charge).

Nomination and Compensation of Directors

1) Policy and Procedure by Which the Board of Directors Determines the Compensation of Executive Management and Directors
The Company evaluates contributions and accomplishments made during the business year to achieve the medium-term business objectives for each of multiple evaluation items required of directors and determines compensation on the basis of the overall evaluation.
First, each officer conducts a self-assessment of accomplishments and contributions to the Board of Directors during the year and reports the self-assessment results to the CEO. The CEO prepares a proposal for compensation for each director and decides final compensation after examination of the audit by the Audit and Supervisory Committee. The CEO subsequently interviews each director to provide feedback on contributions and results and once again communicate management objectives.

2) Policy and Procedure by which the Board of Directors Appoints Executive Management and Nominates Candidates for Director
The Company's policy is to formulate multiple evaluation items required of directors and outside directors and to appoint candidates taking into consideration the degree to which they satisfy the evaluation criteria. With regard to outside directors in particular, the policy is to appoint persons with knowledge of professional fields such as corporate management, law, accounting, marketing, and management strategy and persons with a wealth of experience and broad insight.

In addition, the Company judges whether or not a candidate is suitable to appoint as a director of the Company in light of areas of expertise the Company wishes to add to the Board of Directors as a whole and its diversity. Candidates are referred to the Board of Directors, which discusses the abovementioned evaluation items and determines whether or not to nominate them for election.

3) Explanation of Individual Appointments and Nominations When the Board of Directors Appoints Executive Management and Nominates Candidates for Director in Accordance with 2) above
The Company explains by means of the results of the evaluation mentioned in 2) above and matters required of the Board of Directors.

Outside Directors and Independent Directors

Appointment of Independent Outside Directors
The Company strives to appoint independent outside directors who are fully qualified and offer diversity from the other directors. The Company elected three independent outside directors at the ordinary general meeting of shareholders held on December 18, 2015.

Criteria for Determining the Independence of Outside Directors
In the Company's judgment, a person to whom none of the following items applies satisfies the independence criteria for an outside director.

・A relative of said outside director within the second degree of kinship currently serves or has served in the past as an executive director of the Company or a subsidiary of the Company.
・A company at which said outside director currently serves as a business executor or employee and the COLOPL Group have business transactions, and the amount of those transactions exceeds 1% of sales of either company during the past three business years.
・Said outside director has received compensation exceeding ¥10 million directly from the Company as a legal, accounting, or tax professional or consultant during the past three business years (excluding compensation as a director of the Company or compensation paid to an institution or office to which said outside director belongs). ・The Company's donations to a nonprofit organization where said outside director serves as an executive officer has exceeded ¥10 million and exceeded 1% of said organization's total revenue during the past three business years.
・The Company's donations to a nonprofit organization where said outside director serves as an executive officer has exceeded ¥10 million and exceeded 1% of said organization's total revenue during the past three business years.

Policy on Cross-Shareholdings

The Company's policy is to acquire shares of publicly listed companies for strategic purposes only when it can be reasonably explained that said shares are strongly tied to business, such as a capital and business alliance, and that such alliance proceeds more smoothly as a result of the holding of shares.

After the acquisition of shares, the Board of Directors periodically examines the effectiveness of said alliance, taking into account any change in the appraised value of the shareholding.
With regard to the exercise of rights, since the relationship is usually a capital and business alliance, the Company basically approves the proposals of the issuing company provided there is no conflict with the Company's interests.

Policy on Related Party Transactions

The Company's policy on related party transactions is for the Board of Directors to discuss and decide the appropriateness of transaction terms and conditions and of how they are determined.
Even after a Board of Directors decision, the accounting and internal audit departments perform an ex post facto examination of transaction content and other details.