The 17th Survey on Corporate Governance
JCGIndex Survey：Phase 2

Deadline: September 30, 2019 (Monday)

September 2, 2019Japan Corporate Governance Research InstituteThis questionnaire was sent to the corporate representatives based on the information in the CD-ROM of
the Japan Company Handbook 2019 Summer (Toyo Keizai Inc.) and the Tokyo Stock Exchange website.

Inquiries (until December 1, 2019)
E-mail: FRI-jcgr-desk@dl.jp.fujitsu.com
Phone inquiries are not accepted.

You are requested to enter your personal information in this questionnaire. For details, see Handling of
personal information on page v.
©The copyright of this questionnaire belongs to the Japan Corporate Governance Research Institute. No
part of this questionnaire may be cited or reproduced in any form without permission.

September 2, 2019
Request for cooperation to JCGR Corporate Governance Survey
Since 2002, the Japan Corporate Governance Research Institute (JCGR) has been surveying all companies
listed on the First Section of the Tokyo Stock Exchange every year to conduct the Corporate Governance
Survey. We request your cooperation for the 18th Corporate Governance Survey (or the second Phase II
Survey) this year.
The JCGR became independent from the Japan Corporate Governance Network on July 1, 2019. Due tothe preparation for achieving the independence, we did not conduct the Survey in 2018. In 2019, we
overhauled the questionnaire of the Survey in line with the new start. The JCGR defines the period from2002 to 2017 as Phase I, and the 16 surveys conducted in Phase I as Phase I Surveys. Surveys conducted inor after 2019 are defined as Phase II Surveys.
For each of the companies that responded to the survey and sent back the questionnaire, we calculate thegovernance index (JCGIndex) and report your company’s JCGIndex. We do not disclose the othercompanies’ JCGIndex to you, but instead disclose the statistics of the distribution of the JCGIndex.
However, for the companies that achieved high JCGIndex, their names and JCGIndex are disclosed inaccordance with the disclosure policy explained later.
Below is the JCGR’s basic stance on corporate governance and the JCGIndex Survey. We hope that this will
help you understand corporate governance and our activities.

Significance of corporate governance and recent developments
Social mission of joint-stock companies
Companies undertake the business of production and distribution of goods and services that people needto live, thereby creating value added. The value added is distributed to labor and capital as wages, interest
and profit, and the income serves for people’s lives as a means of buying goods and services. The
unconsumed income is supplied into companies through financial market and added to their capital, whichbrings about the growth for the companies and the economy eventually.
The total value added produced by all companies in a country is the country’s gross domestic product(GDP). The GDP is a basic indicator of a country’s economy. If people constantly save money andcompanies constantly make investments financed by that savings, the value added produced by thecompanies increases, and pushes up the GDP. This GDP growth enables people to live a safer and richerilife. However, investments accompany risks in the framework of capitalism adopting a free economy.
Therefore, it is essential that the companies overcome the fear of risk and make investments for producing
goods and services needed by people, using the depositors’ savings as a means of funding the investments.
Separation of ownership and management
Capitalism is an economic system that aims to maximize the GDP by securing efficient production andlogistics systems through market competition of companies motivated for profit-making. In the frameworkof capitalism, which assumes private property system, those who invest in a company own the company.
The investors control the company by leveraging their ownership. That is, they either manage the company
by themselves; or nominate their agents, entrust the management to the agents, and control the
management in the form of overseeing the agents. Recently, the term “governance of a company” has been
replacing the term “control over a company.” The term corporate governance especially refers to theindirect control over a company.
The Japanese capitalism puts the joint-stock company in the center of the economy. Joint-stock companies
that operate large-scale business with the supply of capital by many shareholders are not assumed to be
managed by the shareholders by themselves. Rather, it is supposed that the shareholders entrust
management to the directors selected at the shareholder meeting. That is separation of ownership andmanagement. Attention should be paid that even though the ownership and management are separate, thegovernance is not separated from the ownership; shareholders, who own the company through investment,
governs the corporate management by selecting the company’s directors.
Under the separation of ownership and management, corporate governance aims at ensuring effective
control over the management for the benefit of shareholders. The Companies Act serves for this purpose
through requirements of complex organizational structures. In the 21st century, company with nominating
committees, etc. and company with audit and supervisory committees were introduced in addition to the
traditional company with the board of company auditors. These three structures of board of directors are
the options for Japanese companies.
Best practice of corporate governance
Practicing corporate governance is all about ensuring the effectiveness of governance by shareholders. The
current best practice of corporate governance begins with selecting an enough number of independent
outside directors. The board of directors that includes independent outside directors makes decisions on
business operations (which is to say profit-making), but it entrusts management (or business execution) to
executive directors selected by the board. By exercising nomination, compensation, and audit functions,the board of directors motivate the executive officers toward the management the administration thatmeets the shareholders’ trust and makes utmost efforts to realize shareholders’ interests. This is the bestpractice of corporate governance by board of directors in modern companies.
ii

Abenomics and corporate governance reforms
The responsibility of executive officers is to execute business, make a profit and distribute it to shareholders.
The role of board of directors, consisting of majority of independent directors, is to draw good performancefrom CEO and executive officers. The responsibility of the board of directors is to govern the executive
officers and their management. Abenomics, which vows to revitalize Japanese companies and put them backon track by encouraging them to invest, has pushed forward corporate governance reforms in the last several
years. In February 2014, the Financial Services Agency formulated Japan’s Stewardship Code as “Principles
for Responsible Institutional Investors” so that institutional investors—the pivotal shareholders in thecontemporary economy—exercise governance in a constructive way. Besides, recognizing that board of
directors with nominating committee, etc. is not effectively functioning, company with audit andsupervisory committee was newly added, through the revision of the Companies Act effective May 2015.
Meanwhile, tasked with establishing a corporate governance code as a yardstick of rational corporate
management, the Tokyo Stock Exchange made the Corporate Governance Code a part of its Securities
Listing Regulations in June 2015. Furthermore, on May 29, 2017 and March 24, 2020, the Financial Services
Agency revised Japan’s Stewardship Code, and on June 1, 2018, the Tokyo Stock Exchange revised the
Corporate Governance Code.
Starting new survey of executive compensation
In 2017, we began to conduct the officers’ compensation survey together with the JCGIndex Survey as atrial. Since last year, it has been fully incorporated into the JCGIndex survey as Part Ⅵ. The aim of thesurvey on officers’ compensation is as follows.
It is said that officers’ compensation is the cost of entrusting management to the executives paid byshareholders. In advanced economies, the system of linking executive compensation to performanceindicators that represent the benefit of shareholders is employed. This system is intended to incentivize
good management. If executives run the company well and generate sustainable profit, they receive more
reward. That is called pay-for-performance.
The Tokyo Stock Exchange’s Corporate Governance Code advises on officers’ compensation as follows:
Principle 4.2(……) the remuneration of the management should include incentives such that it reflects midto long-term business results and potential risks, as well as promotes healthy entrepreneurship.
Supplementary Provision 4.2.1
The board should design management remuneration systems such that they operate as a healthy
incentive to generate sustainable growth, and determine actual remuneration amounts
appropriately through objective and transparent procedures. The proportion of managementiii

remuneration linked to mid- to long-term results and the balance of cash and stock should be set
appropriately.
However, performance-linked compensation for officers has not taken root in Japan, where the stability ofcompensation is widely preferred. To establish the best practices of Pay-for-Performance in Japan, the
JCGR has decided to start surveying the officers’ compensation of listed companies. Note that the officers’
compensation survey is irrelevant to the calculation of the JCGIndex. Rather, it is intended to disclose theoverall trend of the executive compensation of listed companies.
JCGR Corporate Governance Principles
The purpose of this survey is to quantify each company’s corporate governance in the form of JCGIndex(governance index). Since evaluation criteria are indispensable for quantifying corporate governance, the
JCGR has set forth the JCGR’s Corporate Governance Principles* based on the best practices in the world.
The companies that completely adhere to this framework receive the full JCGIndex of 100.
* See the following page to learn the details of corporate governance. https://jcgr.org/principles/
Disclosure policy of JCGIndex
A company’s corporate governance is one of the important criteria for evaluating the company. Amid theongoing globalization, it has become a global trend that all kinds of stakeholders, not to mention investors,
are aware of corporate governance. We expect all of you to recognize this and respond to our survey, withhope that we will be able to disclose the JCGIndex of all listed companies in Japan.
However, for the time being, only the names and the JCGIndex of the high JCGIndex companies that gave
us permission are disclosed. To be specific, only companies that fall in the upper half of the JCGIndex
rankings are subject to the disclosure. If your company consents to the disclosure, we will disclose yourcompany’s name and the JCGIndex to testify the company’s excellent corporate governance.
We hope that all companies that responded to this survey make the most of their JCGIndex in and out of
the company. In that case, clearly indicate that the JCGIndex is the trademark of the Japan Corporate
Governance Research Institute.
Consistency of the JCGIndex Survey―From Phase I to Phase II―
The JCGIndex Survey was conducted every year for 16 years from 2002 to 2017, during which significant
development was observed in the system and the environment of corporate governance. For the sake ofmaintaining the consistency of the JCGIndex, attention had been paid in changing the questions andscores to the minimum extent. However, taking the corporate governance reforms promoted as part of
Abenomics into account, we had to make a significant change on the survey for the 13th survey held in
early 2015.
iv

Last year, when the JCGR achieved the independence, we drastically changed the questions and the
proportions to better reflect the Corporate Governance Code and the Stewardship Code while succeeding
the fruits of the preceding 16 years. For the sake of the consistency of the Survey, the past 16 surveys arereferred to as Phase I Surveys, and surveys to be conducted going forward are referred to as Phase II
Surveys.
Even while the number of companies listed on the First Section of the Tokyo Stock Exchange increased in2013 due to the merger of the Tokyo Stock Exchange and the Osaka Stock Exchange, the JCGIndex
Survey continues to survey all companies listed on the First Section of the Tokyo Stock Exchange.
Handling of personal information
This questionnaire contains blanks for personal information. The JCGR promises to protect and respect
your personal information, recognizing that it is a social responsibility of an NPO to handle the respondents’personal information (names, post addresses, e-mail addresses and other information that can identify
individuals) properly.
１．JCGR asks for personal information in this survey for the following purposes:Personal information on CEOs・・・Statistical analysis for the survey

Personal information on respondents・・・Contact with the responding companies

２．The JCGR subcontracts the tasks of sending/collecting questionnaires and statistical analysis to Fujitsu
Research Institute (FRI). The JCGR and FRI have concluded a non-disclosure agreement, which covers
personal information. Every data related to the JCGIndex Survey are transferred to the JCGR after thesubcontract period. FRI only retains data necessary for the follow-up survey on each company, and every
data containing personal information is deleted, and every device storing them is destroyed.
３．The provision of personal information must be based on the respondents’ consent. If you have any
doubt about the JCGR’s handling of your personal information, leave blank the relevant brackets. In such acase, the information necessary for statistical analysis will be handled as missing values.
４．If you are a corporate representative or a contact person and would like to make inquiries about or
correct your personal information already provided to us, contact us at the following e-mail address. We
will respond to your requests as promptly as reasonably possible.
Until December 1, 2020: Fujitsu Research Institute (subcontractor)
E-mail: FRI-jcgr-desk@dl.jp.fujitsu.com
From December 1, 2020: Japan Corporate Governance Research InstituteE-mail: info@jcgr.orgv

Japan Corporate Governance Research Institutewww.jcgr.org
Takaaki Wakasugi （Professor Emeritus, University of Tokyo;

Co-Director, Mitsui Life Financial

Research Center, University of Michigan）
Mamoru Obayashi（Professor, School of Commerce, Senshu University）
Yuzo Fujishima (Japan Shareholder Services Ltd.)vi

Structure of this questionnaire

Fill in the outline of your company.
Part I Performance targets, leadership of CEO 【１】～【９】Part Ⅱ Corporate governance system ―Directors, board of directors― 【10】～【43】Part Ⅲ Management system, evaluation of management, management compensation【44】～【55】Part Ⅳ Management of consolidated subsidiaries and cross-owned shares 【56】～【64】Part Ⅴ Communication with shareholders 【65】～【75】Part Ⅵ Officers’ compensation survey 【76】～【86】Schedule of the survey
September 30, 2019 (Monday): Deadline（Your company’s JCGIndex will be notified to you by late October.）November 1, 2019 (Monday): Interim report on the overall results (on the JCGR website)
December 2, 2019 (Monday): Announcement of the list of companies that responded to the Survey and the
JCGIndex analysis results (on the JCGR website)
JCGR website: http://www. jcgr.org/index.html
Inquiries regarding the questions
Questions and answers about the questions of this survey are posted on the website of the Japan Corporate
Governance Research Institute (https://jcgr.org/survey/).
(Subcontractor)
JCGR Survey Unit, Fujitsu Research InstituteE-mail:

FRI-jcgr-desk@dl.jp.fujitsu.com(Return address of this questionnaire)
PO Box No.28, Takeshiba Post Office, Minato City, 105-6980
JCGR Survey Unit, Fujitsu Research Institute

Phone inquiries are not accepted.

vii

Fill in the outline of your company.
1. Company name
2. Shareholders①Is there a parent company that holds at least

ａ．Yes

ｂ．No

ａ．Yes

ｂ．No

one third of the company’s stock?
②Is there any family or individual that holds atleast one third of the company’s stock?
③Foreign ownership
3. The CEO

①Age:

%

years old

②Took office in:(month)(year)③Careerａ．Manufacturingｂ．Sales/Marketing(Choose as many as areｃ．Finance/Accounting ｄ．Personnel affairs

applicable.)ｅ．Corporate planning ｆ．International affairs
ｇ．Other（④Overseas work in theａ．Yes (）
years in total)ｂ．No

company
4. Is your company foreign owned?

ａ．Yes

ｂ．No

5. Does your company implement the Tokyo Stock

ａ．Yes

ｂ．No

Exchange’s Corporate Governance Code?
6. Which structureａ．Company with nominating committee, etc.

does your company

ｂ．Company with audit and supervisory committee

adopt?

ｃ．Company with board of corporate auditors

7. The respondent (We①Namereportcompany’s②Title and division

to③Phone number

your

JCGIndex

respondent by e-mail.)the④E-mail address*The personal information provided here is not used for other purposes than the JCGIndex Survey
conducted this time and planned to be conducted in the future. Read and understand “Handling of personal
information” on page v before filling in this form.

Disclosure of your company’s Corporate Governance Index
We would like to calculate your company’s Corporate Governance Index (JCGIndex) based on yourresponse and, if your company falls in the upper half of the JCGIndex ranking, disclose the company’s nameand the JCGIndex. Tick whether you permit the disclosure.

□YES

□NO

1

Part I Performance targets, leadership of CEO＜The CEO must answer this part by yourself as much as possible.＞【１】Which of the following performance targets does your company regard as most important? Choose
up to three from below. (Choose the most similar ones if the corresponding items are not listed below.)
Most important figures for your company: ①②③

ａ．Salesｂ．Market shareｃ．Operating profitｄ．Ordinary profit
ｅ．Net profit
ｆ．Profit after cost of capitalｇ．EPS (earnings per share)ｈ．Cash flow/EBITDA
ｉ．Return on sales
ｊ．ROA (return on assets)
ｋ．ROE (return on equity)ｌ．TSR (total shareholder return)ｍ．Profit after cost of capitalｎ．Stock priceｏ．Other（）

【２】Does your company use cost of capital* as a management indicator? (Choose as many as areapplicable.)ａ．Discounted cash flow analysis is applied in investment decisions.
ｂ．Indicators calculated using cost of capital are used for performance evaluation.
ｃ．Cost of capital is not used in the company.
ｄ．Other（）

Note: Cross-owned shares will be addressed in Part Ⅳ.
―――――――――――――――――――――――* Cost of capital is the cost of procuring the capital for a company. In theory, it serves as the minimum rateof return the company expects from investments. Hence, the use of cost of capital demonstrates the
management’s commitment to shareholder value. In practical terms, WACC (weighted average cost ofcapital), the average cost that a company must pay to its shareholders and creditors, is widely used as the
expected rate of return.

2

【３】Is all or part of the CEO compensation linked to the performance?
ａ．Yes
If you chose a., answer the following question.
【３１】 Approximately what percentage of the standard CEO compensation is linked to theperformance?（％）

ｂ．No →Proceed to 【５】.
If you answered ａ．Yes in 【３】, answer 【４】.
【４】Which of ａ. to ｏ. in 【１】 are the performance targets that serve as the main determinants ofthe said performance-linked compensation? Choose up to three. For ｏ．Other, specify it.
Most important figures for your company: ①
ｏ．Other（②③）

For all respondents【５】Are you committing yourself to planning and managing the CEO succession plan?
ａ．Yes
If you chose a., answer the following question.
【５ １】Are you reporting the said plan and its progress to the board of directors or the nominating
committee, etc. as necessary?
ａ．Yes
ｂ．No
ｂ．No
【６】The Companies Act prescribes that the board of directors shall select or dismiss the CEO. Which offollowing has the de facto authority of deciding the candidate for CEO? Choose one.
ａ．The CEOｂ．The chairperson of the board of directors
ｃ．Senior advisors, ex-chairpersons, ex-CEOs, or the likeｄ．The board of directors
ｅ．The nominating committee (whether statutory or not)ｆ．The division in charge of personnel affairs, corporate planning, etc.
ｇ．Employees or labor union
ｈ．The parent company, the “main bank,” business partners, etc.
ｉ．Other（）

3

【７】Suppose that your company has not reached the performance targets for a long time even though theenvironment surrounding your company is not so unfavorable. Which of the following most represents
how you bear the responsibility as CEO? Choose one.
ａ．Revise the plan and the target figures
ｂ．Publicly explain reasons for failing to achieve the targets
ｃ．Accept the compensation calculated through pre-determined formulas
ｄ．Leave the decision to the board of directors on whether to resign, etc.
ｅ．Resign as CEO【８】Are you required to hold a certain amount of stock as CEO?
ａ．Yes
If you chose a., answer the following questions.
【８ １】What is the lower limit? （units）【８ ２】How much stock do you currently hold? （units）

ｂ．No
If you chose b., answer the following question.
【８３ 】 If you hold stock on a voluntary basis, how much stock do you currently hold?

（units）【９】Some people assert that, since a joint-stock company is a going concern governed by shareholders,the primary objective of a joint-stock company is to pursue long-term profit consistent with the profit ofshareholders, or in other words, maximize the shareholder value. Which of the following best represents
your opinion as CEO? Choose one.
ａ．That is right.
ｂ．That is right, but in reality, it does not fit Japanese companies.
ｃ．Such kind of notion is wrong.
ｄ．Other（）

Note: Even though the Companies Act does not stipulate that the purpose of companies is to pursue
business profit, the Act assumes that those who contribute money to the company share the profit of thecompany. Besides, the Japanese law does stipulate “non-profit” organizations. Therefore, in the context of
the Companies Act, it is interpreted that the purpose of companies is to pursue business profit.

4

Part Ⅱ Corporate governance system ―Directors, board of directors―【10】Does your board of directors document the corporate governance guideline (corporate governanceprinciples, code of corporate governance, etc.)?
ａ．Yes

ｂ．No

If you chose a., answer the following questions.
【10 １】Does the guideline clearly state that corporate governance shall be for the benefit of theshareholders?
ａ．Yes

ｂ．No

【10 ２】Are the guideline disclosed on the website?
ａ．Yes

ｂ．No

【11】How many directors are there in your company altogether?

（【11 １】How many outside directors are there in your company?

）（）

【11 ２】How many outside directors in your company satisfy the Tokyo Stock Exchange’s
criteria on independent directors*? （）

【11 ３】How many executive directors are there in your company?

（）

【12】Does your company’s board of directors formulate standards for selecting and dismissing insidedirectors in writing?
ａ．Yes

ｂ．No

【13】Does your company’s board of directors formulate standards for selecting and dismissing outside
directors in writing? Note that standards only relating to the independence of outside directors are excluded.
ａ．Yes

ｂ．No

【14】Is diversity taken into account when selecting directors?
ａ．Yes

ｂ．No

If you chose a., answer the following questions.
【14 １】How many inside directors in your company are women?

（）

【14 ２】How many inside directors in your company are from overseas? （）

【14 ３】How many inside directors in your company are aged 50 or younger? （）

【14 ４】How many outside directors in your company are women in your company?

（【14 ５】How many outside directors in your company are from overseas? （【14 ６】How many outside directors in your company are aged 50 or younger? （））―――――――――――――――――――――――*For the Tokyo Stock Exchange’s criteria on independent directors, see the footnote on the next page.
5）【15】 Which of the following best represents the most important role your company expects the outside
directors to play? Choose one.
ａ．To exercise governance over the management from the viewpoint of shareholders
ｂ．To ensure disciplined management by ensuring transparencyｃ．To give advice on managementｄ．To check each discussion topic objectively
ｅ．Other（）

【16】Are roles that the board of directors expects the directors to play explained to each director whenselecting the candidates for inside and outside directors?
ａ．Yes

ｂ．No

If you chose a., answer the following question.
【16 1】Is a skill matrix used to demonstrate the division of roles for directors? Choose one.
ａ．Yes, but only for inside directors
ｂ．Yes, but only for outside directors
ｃ．Yes, for all directors
ｄ．No―――――――――――――――――――――――*The Tokyo Stock Exchange defines independent directors/auditors as outside directors/auditors who areunlikely to have conflicts of interest with general shareholders, and categorizes outside directors/auditors
who are likely to have conflicts of interest with general shareholders and hence not considered independent
directors/auditors as follows:a. A person who executes business of the parent company or fellow subsidiary of said company.
b. A person for which said company is a major client or a person who executes business for such person, ora major client of said company or a person who executes business for such client.
c. A consultant, accounting professional or legal professional (in the case of a group such as a juridical
person or association, including persons belonging to such group) who receives a large amount of moneyor other asset other than compensation for directorship/auditorship from said company;
d. A person who has recently fallen under any of a. to the preceding c.
e. A close relative of a person enumerated in any of the following (a) to (c) (excluding those of
insignificance).
(a) A person enumerated in a. to the preceding d.
(b) A person who executes business of said company or its subsidiary (including directors who do not
execute business or accounting advisors (when any of such accounting advisors is a juridical person,
including any member thereof who is in charge of such advisory affairs) in the case where said company
designates its outside auditor(s) as an independent auditor(s)); and(c) Persons who have recently fallen under the preceding (b)6【17】Does the board of directors evaluate each of the inside and outside directors based on thestandards for dismissing directors mentioned in【12】 and 【13】 and in light of the expected roles
mentioned in【16】?
ａ．Yes

ｂ．No

【18】Are newly appointed directors required to attend lectures on the following themes?
【18 1】Corporate governance ａ．Yes

ｂ．No【18 2】Corporate finance ａ．Yes

ｂ．No【18 3】Risk management ａ．Yes

ｂ．No【18 4】Business portfolio strategies

ａ．Yes

ｂ．No

【19】Is there any term or age limit on inside directors?
ａ．Yes
What is the upper limit? （years） （years old）

ｂ．No
【20】Is there any term or age limit on outside directors?
ａ．Yes
What is the upper limit? （years） （years old）

ｂ．No
【21】Is there any term or age limit on the CEO?
ａ．Yes
What is the upper limit? （years）（

years old）

ｂ．No
【22】Does your company’s board of directors have a nominating committee, whether statutory or not?
ａ．Yes
If you chose a., answer the following questions.
【22 １】How many members are in the nominating committee?

（）

【22 ２】How many members of your company’s nominating committee satisfy the Tokyo Stock
Exchange’s criteria on independent directors?

（）

【22 ３】Does the chair of your company’s nominating committee satisfy the Tokyo Stock Exchange’s
criteria on independent directors? ａ．Yes

ｂ．No

ｂ．No →Proceed to【27】If you answered ａ．Yes in 【22】, answer 【23】 to 【26】.
7【23】Does the nominating committee stipulate rules on the objectives, missions and administration?
ａ．Yes

ｂ．No

【24】Does the nominating committee stipulate rules on the selection of the candidates for directors?
ａ．Yes

ｂ．No

【25】Does the nominating committee stipulate rules concerning the independence of outside directors?
ａ．Yes

ｂ．No

【26】Does the nominating committee conduct self-evaluation in accordance with the rules and report the
self-evaluation results to the board of directors every year?
ａ．Yes

ｂ．No

For all respondents【27】Does your company’s board of directors have a compensation committee, whether statutory or not?
ａ．Yes
If you chose a., answer the following questions.
【27 １】How many members are in the compensation committee?

（）

【27 ２】How many members of your company’s compensation committee satisfy the Tokyo Stock
Exchange’s criteria on independent directors?
【27

（

）

３】 Does the chair of your company’s compensation committee satisfy the Tokyo Stock

Exchange’s criteria on independent directors? ａ．Yes

ｂ．No

ｂ．No →Proceed to 【31】.
If you answered ａ．Yes in 【27】, answer 【28】 to 【30】.
【28】Does the compensation committee stipulate rules on the objectives, missions and administration?
ａ．Yes

ｂ．No

【29】Do the rules of the compensation committee prescribe incentive-based compensation or
performance-linked compensation?
ａ．Yes

ｂ．No

【30】Does the compensation committee conduct self-evaluation in accordance with the rules and report
the self-evaluation results to the board of directors every year?
ａ．Yes

ｂ．No

8

For all respondents【31】How many members are in your company’s audit and supervisory committee or board of corporate
auditors?
【31

（

）

１】How many members of your company’s audit and supervisory committee or board ofcorporate auditors satisfy the Tokyo Stock Exchange’s criteria on independent directors? （）

【31 ２】Does the chair of your company’s audit and supervisory committee or board of corporate
auditors satisfy the Tokyo Stock Exchange’s criteria on independent directors?
ａ．Yes
ｂ．No
【32】Are there written rules for the audit and supervisory committee or board of corporate auditors?
ａ．Yes
ｂ．No →Proceed to 【35】.
If you answered ａ．Yes in 【32】, answer 【33】 and 【34】.
【33】 Which of the following are subject to audit as stipulated by the rules of the audit and supervisorycommittee or board of corporate auditors? Choose as many as are applicable.
ａ．Appropriateness of internal audit

ｂ．Impartiality of internal auditorsｃ．Financial audit

ｄ．Business audit

ｅ．Appropriateness of external audit

ｆ．Impartiality of external auditors

ｇ．Other （）

【34】Does the audit and supervisory committee or board of corporate auditors conduct self-evaluation inaccordance with the above mentioned rules and report the self-evaluation results to the board of directors
every year?
ａ．Yes
ｂ．No

For all respondents【35】Who chairs the board of directors? Choose one.
ａ．The CEOｂ．The chairperson of the board of directors who is not the CEO
ｃ．An outside director who satisfies the Tokyo Stock Exchange’s criteria on independent directors
ｄ．An outside director who does not satisfy the Tokyo Stock Exchange’s criteria on independent directors
ｅ．Other（）

9【36】Are the agendas to be discussed at the meetings of your company’s board of directors explained tothe outside directors in advance? Choose one.
ａ．All of the agendas are explained to the outside directors in advance.
(a) More than five days before the meeting(b) Two to five days before the meeting(c) On the day before the meeting(d) On the day of the meetingｂ．Only important agendas are explained to the outside directors in advance.
(a) More than five days before the meeting(b) Two to five days before the meeting(c) On the day before the meeting(d) On the day of the meetingｃ．In general, there is no advance explanation to the outside directors.
【37】Does your company’s board of directors discuss the following agendas at least once in a year?
【37 １】Management strategies

ａ．Yes

ｂ．No

【37 ２】Financial strategies

ａ．Yes

ｂ．No

【37 ３】Risk management strategies ａ．Yes

ｂ．No【37 ４】Business portfolio strategies ａ．Yes

ｂ．No【37 ５】Ｍ＆Ａ strategies

ｂ．No

ａ．Yes

【38】Does your company’s board of directors confirm the basic policies for the following items once in ayear?
【38 １】Corporate pension

ａ．Yes

ｂ．No

【38 ２】Information technology

ａ．Yes

ｂ．No

【38 ３】Compliance

ａ．Yes

ｂ．No

【38 ４】Corporate governance

ａ．Yes

ｂ．No

【38 ５】Corporate social responsibility

ａ．Yes

ｂ．No

【 39 】 Are board meetings that are attended only by outside directors/auditors or independent
directors/auditors (as defined by the Tokyo Stock Exchange) regularly held?
ａ．Yes

ｂ．No

For all respondents【39 １】Does the leading independent outside director (or the equivalent outside director) regularly
exchange views with the top management?
ａ．Yes

ｂ．No

10

【40】 Does your board of directors set a rule concerning outside directors’ holding of the company’s stock?
Choose one.
ａ．Yes, they must hold a certain amount of stockｂ．Yes, they are encouraged to hold a certain amount of stockｃ．Yes, they are allowed to hold a certain amount of stock on a voluntary basisｄ．No【41】Does your company assess the effectiveness of the board of directors meetings?
ａ．Yes

ｂ．No

If you chose a., answer the following questions.
【41 1】How often does your company assess the effectiveness of the board of directors meetings?
Choose one.
ａ．The assessment is conducted every year (or planned to be conducted every year)
ｂ．The assessment is conducted on a regular basis, but not every year （once inｃ．The assessment is conducted on a non-regular basis （heldｄ．Other（years）

times in the past））【41 2】Who is effectively responsible for the said assessment? Choose one.
ａ．The CEOｂ．The chairperson of the board of directors who is not the CEO
ｃ．An inside directorｄ．An outside director
ｅ．An executive officer designated by the CEO
ｆ．An outside expert
ｇ．Other（）

【41 3】How does your company conduct the assessment? Choose as many as are applicable.
ａ．An ad hoc committee centered on outside directors is set up.
ｂ．The opinions of institutional investors are heard in advance to better reflect the voice of the stock
market.
ｃ．The overview of the questionnaire survey or the interview survey is notified in advance.
ｄ．A questionnaire survey or an interview survey is conducted for all directors.
ｅ．The decision on how to conduct the assessment and the analysis of the results are entrusted to an
objective outsider.
ｆ．The board of directors deliberates on the analysis results of the assessment, and decides on
measures.
ｇ．Other（

）

11

【41

4】If the assessment revealed issues on corporate governance and proposals for improving

corporate governance, how does your company explain to investors? Choose as many as are applicable.
ａ．In the corporate governance reportｂ．As part of the disclosure required by the Financial Instruments and Exchange Act or timely
disclosure as stipulated in the regulations of the stock exchange （Specify:
ｃ．By means voluntarily selected by the company （Specify:））ｄ．At the shareholders meeting, IR meeting, or other occasions for direct communication withinvestors
ｅ．The company does not explain about these issues and measures to investors.
ｆ．Other（）

【42】 Does your company regularly monitor the status of corporate governance?
ａ．Yes

ｂ．No

If you chose a., answer the following questions.
【42 １】Who is effectively responsible for the said monitoring? Choose one.
ａ．The CEOｂ．The chairperson of the board of directors who is not the CEO
ｃ．An inside directorｄ．An outside director
ｅ．An executive officer designated by the CEO
ｆ．An outside expert
ｇ．Other（）

【42 2】What are major targets of the monitoring? Cite up to three.
①
②
③

12

【43】Does your company plan to change the corporate governance structure in the mid-to-long term?
ａ．Yesｂ．No →Proceed to 【43 3】.

If you chose a., answer the following questions.
【43 1】To which structure does your company plan to change? Choose one.
A) If your company is currently a company with nominating committee, etc.
ａ．Change to a company with audit and supervisory committee
ｂ．Change to a company with board of corporate auditors
ｃ．Not decided yetB) If your company is currently a company with audit and supervisory committee
ｄ．Change to a company with nominating committee, etc.
ｅ．Change to a company with board of corporate auditors
ｆ．Not decided yetC) If your company is currently a company with board of corporate auditors
ｇ．Change to a company with nominating committee, etc.
ｈ．Change to a company with audit and supervisory committee
ｉ．Not decided yet【432】Which of the following does your company regard as most important in changing thecorporate governance structure? Choose one.
ａ．Although corporate governance is sufficiently functioning at present, changing the structure will
enhance it even further.
ｂ．We are considering to change the structure because it is necessary to enhance corporate governance,
but the issue is the time required to change the structure.
ｃ．We are considering to change the structure because it is necessary to enhance corporate governance,
but the issue is the lack of personnel who will sustain the new corporate governance framework.
ｄ．We are considering to change the structure because it is necessary to enhance corporate governance,
but the issue is the cost.
ｅ．Other（）

If you chose b., answer the following question.
【43 3】Which of the following is the most important reason for maintaining the current corporate
governance structure? Choose one.
ａ．Since corporate governance is sufficiently functioning, there is no need to change.
ｂ．Changing the structure is expected to enhance corporate governance, but we do not have time tothink about it in detail.
ｃ．There is room to improve corporate governance, but we do not have enough personnel who canpromote the change.
ｄ．There is room to improve corporate governance, but there is concern about its cost.
ｅ．The management does not recognize the necessity of changing the corporate governance structure.
ｆ．Other（）
13

Part Ⅲ Management system, evaluation of management, and management compensation【44】Does your company use cost of capital or performance indicators based on cost of capital as
performance targets for each independently managed organization (division, in-house company, subsidiary,etc.)? Choose one.
ａ．Yes
ｂ．No (Specify the targets:)ｃ．No performance targets set
If you chose a. or b., answer the following questions.
【44 １】Does your company evaluate the head of each organization based on the said targets?
ａ．Yes

ｂ．No

【44 ２】Is the compensation of the head of each organization linked to the performance evaluation
mentioned in 【44 １】?
ａ．Yes

ｂ．No

【44 ３】If it turns out to be difficult to achieve the said targets even though there are no explicit
external factors unfavorable to the organization, is the head of the organization removed from theposition?
ａ．Yes

ｂ．No

【45】Does your company have an organization that sets the policy of enterprise risk management andsupervises it?
ａ．Yes

ｂ．No

If you chose a., answer the following question.
【45 1】Is it stated in writing that your company’s enterprise risk management aims at securing the
profit of shareholders?
ａ．Yes

ｂ．No

【46】Has your company introduced anti-takeover measures (as defined by the Tokyo Stock Exchange)?
ａ．Yes

ｂ．No

If you chose a., answer the following questions.
【46 １】Did your company get approval for the anti-takeover measures at a shareholders meeting ?
ａ．Yes

ｂ．No

【46 ２】Are the anti-takeover measures stipulated in the articles of incorporation?
ａ．Yes

ｂ．No

14

【46 ３】What is the response to proposals to acquire your company? Choose one.
ａ．No independent panel is set up, and the board of directors makes decision.
ｂ．The board of directors accepts the independent panel’s judgment, which effectively binds the board.
ｃ．The independent panel’s judgment is respected, but it is the board of directors that makes decision.
【47】Does your company have written codes of ethics or codes of conduct that govern all employees?
ａ．Yes
If you chose a., answer the following question.
【47 １】Are such codes published, whether online or not?
ａ．Yes

ｂ．No

【47 ２】Does your company have an organization for promoting and supervising corporate ethics?
ａ．Yes

ｂ．No

ｂ．No
【48】Is the policy of corporate social responsibility documented?
ａ．Yes
If you chose a., answer the following question.
【48 １】Is the said policy of corporate social responsibility published online?
ａ．Yes

ｂ．No

ｂ．No
【49】Is the scope of duties and responsibilities specified and formulated in a form of job description for
all jobs in your company?
ａ．Yes

ｂ．No

【50】Internal control system refers to a set of regulations on self-assessment, cross-check, and inspection
by a specialized division (such as the middle office) to ensure the compliance. Are companywide
frameworks and procedures of your company’s internal control system digitized or formulated in writing?
Choose one.
ａ．Yes, they are digitized companywide.
ｂ．Yes, they are formulated in writing companywide.
ｃ．No, they are not digitized nor formulated in writing companywide.

15

【51】Does your company have an internal audit division (an organization that checks whether the internal
control system is functioning and, if necessary, takes corrective actions)?
ａ．Yes

ｂ．No

If you chose a., answer the following questions.
【51 １】How many internal auditors (the staff in charge of internal audit) are in your company?
（）

【51 ２】Is it stipulated in writing that the internal auditors must be independent from the CEO?
ａ．Yes

ｂ．No

【51 ３】Do members of the board of corporate auditors or the audit and supervisory committee
periodically exchange information with internal auditors as necessary?
ａ．Yes

ｂ．No

【51 ４】Does the head of the internal audit division periodically submit internal audit reports to theboard of directors and the CEO every year?
ａ．Yes ｂ．No
【51 ５】Is the appointment of internal auditors approved by the board of corporate auditors or theaudit and supervisory committee?
ａ．Yes ｂ．No
【52】Does your company have an organization for promoting and supervising compliance (abiding by thelaw, social norms, internal rules, etc.)?
ａ．Yes

ｂ．No

【53】Does your company have an internal reporting system?
ａ．Yes

ｂ．No

If you chose a., answer the following questions.
【 53

１ 】 Did your company refer to the Guidelines for Business Operators Regarding theEstablishment, Maintenance and Operation of Internal Reporting Systems Based on the Whistleblower
Protection Act* when introducing the internal reporting system?
ａ．Yes

ｂ．No

*The Guidelines for Business Operators Regarding the Establishment, Maintenance and Operation ofInternal Reporting Systems Based on the Whistleblower Protection Act are the guidelines for properly
handling employees’ reports of compliance violation prepared by the Cabinet Office with the aim ofstrengthening corporate compliance efforts in accordance with the Whistleblower Protection Act.
https://www.caa.go.jp/policies/policy/consumer_system/whisleblower_protection_system/overview

16

【53

２】Does your company have a point of contact for internal reporting and whistleblowing?

Choose one.
ａ．Yes, in the company.
ｂ．Yes, outside the company.
ｃ．Yes, both in the company and outside the company.
ｄ．No.
【53 ３】How many cases of internal reporting or whistleblowing were there in the past?
FY 2018 （）

FY 2019 （）

【53 ４】Are all of the internal reporting cases reported to the board of corporate auditors or theaudit and supervisory committee?
ａ．Yes

ｂ．No

【53 ５】Are all of the internal reporting cases reported to the board of directors?
ａ．Yes

ｂ．No

【54】 Which of the following effectively determines the amount or the formulas for calculating the CEO
compensation in your company? Choose one.
ａ．Chairperson of the board of directors
ｂ．The CEOｃ．The board of directors, the compensation committee, or the equivalentｄ．The division in charge, such as the personnel affairs department
ｅ．The parent company
ｆ．Other （）

【54 １】Does your company take other companies’ trends into account in establishing a method ofdetermining the CEO compensation?
ａ．Yes

ｂ．No

17

【55】The Financial Instruments and Exchange Act has formulated the rules on disclosure of executive
compensation. Which of the following best represents your company’s policy on disclosure of CEO
compensation? Choose one.
ａ．Only for the compensation exceeding 100 million yen
ｂ．Only for the representative director/representative executive officerｃ．Only for those receiving the most compensation（ｄ．Other（people among the total））

For all respondents【55 １】Which of the following best represents your company’s policy on disclosure of performancelinked compensation? Choose one.
ａ．Disclose the formulas for calculating the compensation
ｂ．Disclose some of the quantitative criteria, such as the percentage of the variable portion and therange of fluctuationｃ．Only disclose the fact that the company pays performance-linked compensationｄ．Disclose no information about performance-linked compensation
ｅ．The company does not pay performance-linked compensation.

18

Part Ⅳ Management of consolidated subsidiaries and cross shareholding【56】How is your company’s situation regarding listed subsidiaries? Choose one.
ａ．The company owns listed subsidiaries that meet the quantitative or qualitative criteria. （companies）

ｂ．While the company does not own listed subsidiaries, the company owns listed affiliates for which thegroup holds the majority of voting rights. （companies）

ｃ．While the company does not own listed subsidiaries, the company owns listed affiliates for which thegroup holds one third of voting rights. （companies）

ｄ．The company does not own any group affiliates that fall under a to c above.
ｅ．The company does not own any listed subsidiaries. →Proceed to 【59】.
If you answered a. Yes in 【56】, answer 【57】 and 【58】.
【57】What is your company’s policy on owning listed subsidiaries? Choose one.
ａ．The company currently owns listed subsidiaries, but that is on an exceptional basis.
ｂ．The company currently owns listed subsidiaries, but plans to resolve the situation by either wholly
owning these subsidiaries or selling the shares.
ｃ．The company owns listed subsidiaries on an exceptional basis, only when the advantages outweigh thedisadvantages (outflow of the corporate value, criticism from institutional investors, etc.).
ｄ．The company is willing to own listed subsidiaries, as they are useful for managing the group.
ｅ．There is no principle on owning listed subsidiaries. The decision on whether to own a listed subsidiaryis made on a case-by-case basis.
ｆ．Other （）

【58】How does your company exercise governance over the listed subsidiaries as a shareholder? Chooseone.
ａ．From the viewpoint of maximizing the company’s value and optimizing the group’s management
resources, the company is involved in the management of listed subsidiaries as a shareholder.
ｂ．From the viewpoint that maximizing listed subsidiaries’ value maximizes the company’s value, thecompany imposes targets for maximizing the corporate value on the management of listed subsidiaries as ashareholder.
ｃ ． From the viewpoint of maximizing the consolidated group’s value and optimizing the group’s
management resources, the company is involved in the management of listed subsidiaries as a shareholder.
ｄ．The company is involved in the selection of directors of listed subsidiaries.
ｅ．Other（）

19

For all respondents【59】 Does your company have any consolidated subsidiary, whether listed or not?
ａ．Yes
If you chose a., answer the following question.
【59 1】Who is effectively responsible for managing the consolidated subsidiaries in your company?
Choose one.
ａ．The CEOｂ．The executive officer in chargeｃ．The division in charge of subsidiary management
ｄ．Other（）

ｂ．No【60】How much does your company do cross shareholding on a consolidated basis? Choose one.
ａ．Not at all →Proceed to 【65】.
ｂ．Less than 1% of the company’s consolidated assetsｃ．Less than 5% of the company’s consolidated assets
ｄ．Less than 10% of the company’s consolidated assets
ｅ．10% or more of the company’s consolidated assets
ｆ．No information on a consolidated basis at hand
If you chose either of ｂ. to ｆ. in 【60】, answer 【61】 to 【64】.
【61】Which of the following best represents your company’s policy on cross shareholding? Choose one.
ａ．The company currently does cross shareholding merely on an exceptional basis, and will promptly sellthem.
ｂ．Although there are some advantages, the company does not do cross shareholding as a general rulebecause of more disadvantages.
ｃ．Because it is helpful for the business, the company does cross shareholding.
ｄ ． Because it is in line with the company stable shareholder policy, the company continues crossshareholding to some degree.
ｅ．Other （）

20

【62】How is the board of the directors involved in making decisions on whether to continue crossshareholding? Choose one.
ａ．The board makes decisions on whether to continue cross shareholding for each of the cross-owned
companies.
ｂ．The board makes decisions on whether to continue cross shareholding only for cross-owned companies
proposed by the secretariat.
ｃ．The board leaves such decisions to the secretariat, which reports its decisions to the board.
ｄ．The board is not involved in matters regarding cross shareholding at all.
【63】How does your company judge the economic benefits of cross shareholding? Choose one.
ａ．By referencing cost of capitalｂ．By referencing quantitative indicators other than cost of capital （Specify：ｃ．Based on qualitative standards
ｄ．The company does not judge the economic benefits of cross shareholding.
【64】How does your company exercise the voting rights for cross shareholding? Choose one.
ａ．Submit blank power of attorney forms, or vote in favor of any proposal put forward
ｂ．Vote against a proposal if deemed necessary.
ｃ．Other （

）

21

）

Part Ⅴ Communication with shareholders【65】Is the information of the schedule and agendas for your company’s shareholders meetings published
online in advance?
ａ．Yes(a)． Four weeks before(b)．Three weeks before(c)．Two weeks beforeｂ．No【66】Are your company’s shareholders meetings held on the most frequent day in June or days other thanthat day? Choose one.
ａ．Held on days outside the most frequent week in Juneｂ．Held on days other than the most frequent day in June and three days before/after that dayｃ．Held on days other than the most frequent day in June
ｄ．Held on the most frequent day in Juneｅ．Not held in June
For all respondents【66 １】How long was your company’s last shareholders meeting?
（

hrs.

min）

【67】Is it made possible for institutional investors to exercise voting rights online in your company’s
shareholders meetings?
ａ．Yes

ｂ．No

【68】Does your company have an organization in charge of investor relations?
ａ．Yesｂ．No →Proceed to 【70】.
If you answered a. Yes in 【68】, answer 【69】.
【69】Which of the following best represents the objective of your company’s investor relations? Chooseone.
ａ．To promote the name or image the company
ｂ．To publicize corporate strategies
ｃ．To optimize stock price or cost of capitalｄ．To win the trust of stockholders by being accountableｅ．To acquire desirable shareholders/To realize a desirable shareholder composition
ｆ．Other （）

ｇ．No investor relations activities held
22

For all respondents【70】Does your company’s CEO regularly hold IR meetings for stakeholders (shareholders, analysts, etc.)
in Japan?
ａ．Yes

ｂ．No

【71】Does your company’s CEO regularly hold IR meetings for stakeholders (shareholders, analysts, etc.)
overseas?
ａ．Yes

ｂ．No

【72】Does your company publish materials of IR meetings with stakeholders (shareholders, analysts, etc.)
online?
ａ．Yes

ｂ．No

【73】Are issues pointed out and requests made in the course of direct communication with institutional
investors reported to an organization in the company?
ａ．Yes
If you chose a., answer the following question.
【73 1】To which organizations are they to be reported? Choose as many as are applicable.
ａ．The board of directors
ｂ．The executive meeting, board of executive officers, etc.
ｃ．The division in charge of investor relations
ｄ．Other （）

ｂ．No【74】Does your company give outside directors opportunities for direct communication with investors?
Choose one.
ａ．Yes
ｂ．Under considerationｃ．No【75】If a significant number of votes were cast against proposals at a shareholders meeting, how will theboard of directors respond? Choose one.
ａ．The board will analyze such votes for each of the proposals, and decide on measures.
ｂ．The board will analyze such votes only when the percentage of votes against the proposal exceeds thethreshold, and decide on measures. （Threshold:%）ｃ．The board will not respond to such situations.

23Part Ⅵ Officers’ compensation survey
Regarding the officers’ compensation, the Tokyo Stock Exchange’s Corporate Governance Code asserts thenecessity of introducing stock-based compensation (”the balance of cash and stock should be set
appropriately”). In response, attention has been growing to stock-based compensation.
The JCGR conducted a pilot survey on officers’ compensation in 2017, based on which the officers’
compensation survey has been fully incorporated into the JCGIndex Survey since 2019. However, this partis irrelevant to the calculation of the JCGIndex. We will notify the overall results to you separately from the
JCGIndex Survey results.
【76】The table below presents various types of stock-based compensation. For each type of stock-based
compensation, draw a circle in ① if your company has already introduced it, ② if your company isthinking of introducing it, ③ if your company introduced it but has abolished it, or leave blank if yourcompany has not introduced it.
Type of stock-based compensation①

a. Restricted stock units issued in advance(with performance criteria)
b. Restricted stock units issued in advance(with no performance criteria)c. Stock-compensation-type stock options (oneyen stock options)d. Qualified stock options (or stock options
granted at market value)e. Stock options granted in exchange for money
f. Board benefit trustg. Restricted stock units issued afterward
h. Performance share units issued afterward
i. Executive stock ownership plan/Cumulative
stock investment
j. Phantom stock/Stock appreciation rights
k. Market-price-issued stock acquisition righttrust
l. Other (

)

24

②

③

【77】Which of the following best represents what your company considers the officers’ compensation to
be? Choose one.
a. Cost borne by shareholders for entrusting management to the executives
b. Incentive to increase the company’s value and improve the corporate performancec. Way of acquiring or retaining competent human resources
d. Reward paid to the officers for taking risks
e. Payment to cover officers’ living expenses【78】On which of the following does your company put emphasis in designing officers’ compensation?
Choose one.
a. Linkage to the corporate performance or stock priceb. Accountability to shareholdersc. How other companies in the same industry design officers’ compensationd. Level of paymente. Ensuring that the system is not too complicatedf. Whether the compensation is deductible for tax purposes【79】What type of contract does your company conclude with corporate officers? Choose one.
a. Entrustment contract
b. Employment contractc. Both【80】The Tokyo Stock Exchange’s Corporate Governance Code states that ”the remuneration of the
management should include incentives such that it reflects mid- to long-term business results and potential
risks, as well as promotes healthy entrepreneurship.” Has your company introduced monetary reward whoseamountisdetermined

based

on

the

performance(bonuses

or

the

like

are

included;hereinafter, ”performance-linked compensation”)?
a. Yesb. No
If you answered a. Yes in 【80】, answer 【81】 to 【84】.
【81】Are the indices that are incorporated into your company’s performance-linked compensation on aconsolidated or non-consolidated basis? Choose one.
a. Consolidatedb. Non-consolidatedc. Both combined25

【82】Which of the following are incorporated into your company’s performance-linked compensation?
Choose as many as are applicable.
a. Salesb. Operating profit/ Operating profit marginc. Ordinary profit/ Ordinary profit margind. EBIT/EBITDA
e. Net profit
f. EPS
g. ROEh. ROA
i. ROIC
j. Stock price（or total shareholder return）
k. Other（Specify：）【83】How does your company calculate the amount of the performance-linked compensation paid toeach officer? Choose one.
a. Calculate the amount based on the achievement of the performance target established for each officer
b. Set aside a portion of the profit for paying the performance-linked compensation, and share thisportion among the officers
c. Both of a and b【84】Is the performance-linked compensation that your company pays deductible for tax purposes?
a. YesIf you chose a., answer the following question.
【84 1】What is the paying method your company adopts? Choose one.
a. Additional annual salary or monthly compensation is paid in the next business year.
b. The compensation is paid based on a rule to pay a defined amount at specified times when officers
have carried out their duties, as specified in item 2, paragraph (1), article 34 of the Corporation Tax
Act.
c. The compensation is paid as performance-based remuneration (former profit-related
remuneration) specified in item 3, paragraph (1), article 34 of the Corporation Tax Act.
b. No

26

If your company has already introduced stock-based compensation (i.e. you drew a circle in ① of【76】for at least one type of stock-based compensation), answer 【85】.
【85】How is the stock-based compensation for executives who are non-residents? Choose one.
a. The system is the same as the one applied to executives who are residents.
b. The system is different from the one applied to executives who are residents.
If you chose b., answer the following question.
【85 1】What is the paying method your company adopts? Choose one.
a. Additional monetary compensation is paid instead of stock-based compensation.
b. Stock-based compensation that takes the form of cash payment (phantom stock, stock appreciationrights, etc.) is paid.
c. Other (Specify：)

c. There are no non-residents among the executives in the company.
For all respondents【86】How are your company’s rules on trading of the company’s own stock by executives? Choose as
many as are applicable.
a. Trading is prohibited during their tenure.
b. Trading is prohibited even for a certain period (for example, a year) after their retirement from office.
c. Trading is permitted with prior consent.
d. Trading is permitted if it is in accordance with the contract or the plan concluded or formulated before
the executive comes to know the relevant fact.
-------------------------------------------------------------------------------------------Questions and answers about the questions of this survey are posted on the website of the Japan Corporate
Governance Research Institute (https://jcgr.org/survey/).
We plan to continue the JCGIndex Survey in 2020 and onward. We will contact you by e-mail when we
conduct the next JCGIndex Survey. Fill in the information about the contact person below.
DivisionName
E-mail address

Thank you very much for your participation in the JCGIndex Survey.

27