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Item 6.
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Directors, Senior Management and Employees.
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A. Directors and Senior Management.
Directors, Corporate Auditors and Executive Officers
The following table sets forth our Directors (who include the executive officers) and Corporate Auditors and certain other information:
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Name
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Position
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Date of Birth
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Current
Term
Expires
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Director,
Corporate
Auditor or
Corporate
Officer Since
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Number of
Konami
shares owned
as of
March 31,
2004 (1)
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Percentage of
Konami shares
outstanding
as of
March
31,
2004
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Directors:
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Kagemasa Kozuki
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Representative Director, Chairman of the Board and Chief Executive Officer
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November 12, 1940
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June 2005
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June 1974
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33,823,615
(200,000
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(2)
)
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28.07
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%
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Kagehiko Kozuki
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Representative Director, Vice Chairman
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March 7, 1944
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June 2005
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May 1984
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27,227
(50,000
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)
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*
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Noriaki Yamaguchi
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Representative Director and Chief Financial Officer
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January 26, 1944
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June 2005
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June 1994
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12,473
(50,000
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)
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*
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Toshiro Tateno
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Director and Executive Corporate Officer
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August 12, 1957
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June 2005
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June 1996
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10,545
(50,000
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)
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*
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Tsutomu Takeda
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Director
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May 13, 1937
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June 2005
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June 2003
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11,311
(0
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*
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Tomokazu Godai
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Outside Director
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October 6, 1939
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June 2005
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May 1992
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6,899
(10,000
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)
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*
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Hiroyuki Mizuno
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Outside Director
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April 20, 1929
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June 2005
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June 2001
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4,723
(10,000
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)
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*
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Akira Gemma
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Outside Director
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August 1, 1934
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June 2005
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June 2004
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0
(0
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*
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Corporate Auditors:
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Noboru Onuma
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Standing Corporate
Auditor
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January 1, 1948
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June 2005
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June 1999
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976
(0
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*
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Tetsuro Yamamoto
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Standing Corporate
Auditor
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December 23, 1948
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June 2007
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June 2000
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500
(0
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*
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Minoru Nagaoka
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Corporate Auditor
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May 16, 1924
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June 2007
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June 2000
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1,418
(0
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*
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Masataka Imaizumi
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Corporate Auditor
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March 3, 1926
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June 2007
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June 2000
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1,418
(0
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*
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Corporate Officers:
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Fumiaki Tanaka
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Executive Corporate Officer
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March 10, 1961
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June 2000
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37,688
(50,000
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)
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*
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Akihiko Nagata
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Executive Corporate Officer
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January 19, 1959
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June 2000
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44,506
(50,000
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)
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*
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Shuji Kido
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Executive Corporate Officer
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October 9, 1947
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June 2000
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5,994
(50,000
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*
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Shigeo Niwa
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Corporate Officer
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September 20, 1948
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January 2003
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173
(7,500
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*
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Osamu Kishima
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Corporate Officer
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October 2, 1957
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January 2003
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1,723
(7,000
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*
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Kimihiko Higashio
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Corporate Officer
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September 24, 1959
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January 2000
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1,189
(20,000
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*
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Naoyuki Notsu
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Corporate Officer
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November 18, 1955
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May 2004
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688
(3,300
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*
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Seiji Ito
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Corporate Officer
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May 3, 1943
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April 2000
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2,695
(50,000
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*
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(1)
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Includes shares beneficially owned through the Director Stock Purchase Association. Numbers in parenthesis indicate the numbers of shares issuable by the exercise of rights to
purchase shares held by each person listed abovesee Item 6.E. Share Ownership.
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(2)
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Includes shares beneficially owned through Yoko Kozuki (11,600 shares), Kozuki Holding B.V. (13,530,000 shares), Kozuki Foundation For Higher Education (3,194,656 shares), Kozuki
Capital Corporation (7,000,096 shares), Kozuki Foundation For Advanced Information Technology (5,880,000 shares), Kozuki Foundation for Sports and Athletes (4,120,000 shares) and the Director Stock Purchase Association in addition to those owned of
record by Mr. Kozuki.
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(3)
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All of our Directors are Japanese nationals and, except for Mr. Tsutomu Takeda, Mr. Hiroyuki Mizuno and Mr. Akira Gemma, are engaged in our business on a full-time basis. The
business address of our Directors is 4-1, Marunouchi 2-chome, Chiyoda-ku, Tokyo 100-6330, Japan.
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(4)
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The list of corporate officers does not include those persons who also serve as director.
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(5)
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Asterisks indicates ownership of less than one percent.
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Kagemasa Kozuki
has served as our Chairman since 1987 and President since 1994. He has also served as Representative Director since 1974. In
addition, he served as our President from 1974 until becoming Chairman in 1987. He has also served as Representative Director of Konami Australia Pty. Ltd. from 1996 until 2001. He established Konami in 1973.
Kagehiko Kozuki
has served as our Vice Chairman since 1997. He has
also served as Director since 1984 and as Representative Director since 1998. He has also served as Representative Director and President of Konami Corporation of Europe B.V. since 1997, as Representative Director and President of Konami Asia
(Singapore) Pte. Ltd since 1998 and as Representative Director and Chairman of Konami Marketing Japan, Inc. since 2003. He joined Konami in 1983.
Noriaki Yamaguchi
has served as our Representative Director and Chief Financial Officer since 2001. He has also served as Director since 1994 and
Executive Corporate Officer since 2000 and as General Manager of Finance and Accounting Division since 1996. He joined Konami in 1994.
Toshiro Tateno
has served as our Director since 1996. He has also served as Executive Corporate Officer since 2000 and as General Manager of the
Corporate Planning Division since 1996. He joined Konami in 1994.
Tsutomu Takeda
has served as our Director since 2003. He has also served as Representative Director and Chairman of the Board of Konami Sports Corporation since 2004. He was Representative Director and President of Asatsu D.K. Co.,
Ltd. until 2000. He joined Konami in 2003.
Tomokazu
Godai
has served as our Director since 1992. He has also served as Representative Director and President of Maya Tec Co., Ltd. since 1975 and as Representative Director and President of Santetsu Giken Co., Ltd. since 1999. He joined Konami in
1992.
Hiroyuki Mizuno
has served as our Director since
2001. He has also served as Director of Research Institute of Kochi University of Technology since 2003. He joined Konami in 2001.
Akira Gemma
has served as our Director since 2004. He has also served as Senior Corporate Adviser of SHISEIDO Co., Ltd. since 2004. He joined
Konami in 2004.
Noboru Onuma
has served as our Standing
Corporate Auditor since 1999. He joined Konami in 1999.
Testuro Yamamoto
has served as our Standing Corporate Auditor since 2000. He joined Konami in 2000.
Minoru Nagaoka
has served as our Corporate Auditor since 2000. He has also served as Director of the Capital Markets Research Institute since 1999.
He joined Konami in 2000.
90
Masataka Imaizumi
has served as our Corporate Auditor since 2000. He has also served as Chairman
of the Police Associations since 2004. He joined Konami in 2000.
Fumiaki Tanaka
has served as our Executive Corporate Officer and as General Manager of the Amusement Division since 2000. He also served as Director from 1996 to 2001. He joined Konami in 1981.
Akihiko Nagata
has served as our Executive Corporate Officer and as
General Manager of the Toy & Hobby Division since 2000. He also served as Director from 1996 to 2001. He joined Konami in 1981.
Shuji Kido
has served as our Executive Corporate Officer since 2000. He also served as Director from 1996 to 2001. He joined Konami in 1986.
Shigeo Niwa
has served as our Corporate Officer and as
General Manager of the Intellectual Property Division since 2003. He joined Konami in 2000.
Osamu Kishima
has served as our Corporate Officer and as General Manager of the Finance and Accounting Division since 2003. He joined Konami in 1998.
Kimihiko Higashio
has served as our Corporate Officer and as General
Manager of the Human Resources Division since 2003. He joined Konami in 1998.
Naoyuki Notsu
has served as our Corporate Officer and as General Manager of the Administration Division since 2004. He joined Konami in 2000.
Seiji Ito
has served as our Corporate Officer since 2000. He has also served as General Manager of the Secretary
Office since 2000. He joined Konami in 2000.
Our board of
directors has the ultimate responsibility for the administration of our affairs. Our Articles of Incorporation provide for a maximum of 25 Directors. Directors are elected at a general meeting of shareholders, and the normal term of office of
Directors is one year, although they may serve any number of consecutive terms. Our board of directors elects from among its members one or more Representative Directors, who have the authority individually to represent us in all matters. From among
its members, our board of directors also elects a Chief Executive Officer and other executive officers.
Our Articles of Incorporation provide for not more than five Corporate Auditors. Corporate Auditors, of whom at least one must be a person who has not
been a Director, executive officer (
shikko-yakuin
), manager or employee of our company or any of our subsidiaries for a period of five years preceding the date on which such person assumes the office of Corporate Auditor, are elected at a
general meeting of shareholders from among those candidates nominated by our board of directors and, if any, by shareholders. The normal term of office of a Corporate Auditor is four years, although they may serve any number of consecutive terms.
Corporate Auditors are under a statutory duty to oversee the administration of our affairs by our Directors, to examine our financial statements and business reports to be submitted by our board of directors to the general meetings of our
shareholders and to report to the shareholders regarding any actions by our board of directors that are seriously unreasonable or which are in violation of laws, ordinances or our Articles of Incorporation. They are required to attend meetings of
our board of directors and to express their opinions, but they are not entitled to vote. Under the Commercial Code of Japan and related law, the Corporate Auditors collectively constitute the board of corporate auditors. The board of corporate
auditors has a statutory duty to prepare and submit an audit report to our board of directors each year. A Corporate Auditor may note his opinion in the audit report if his opinion is different from the opinion expressed in the audit report. The
board of corporate auditors is empowered to establish audit principles, the methods of examination by Corporate Auditors of our affairs and financial position and other matters concerning the performance of the Corporate Auditors duties.
In addition to Corporate Auditors, we must appoint independent
public accountants who have statutory duties of examining the financial statements to be submitted by our board of directors to the general meetings of
91
shareholders and reporting thereon to the board of corporate auditors and the Directors. Examination by independent public accountants of our financial
statements is also required for the purposes of the securities reports which companies listed on Japanese stock exchanges must file with the Director of the relevant Local Finance Bureau and which are open to public inspection. KPMG AZSA & CO.
currently acts as our Independent Registered Public Accountancy Firm.
B. Compensation.
The
aggregate compensation, including bonuses and other benefits in kind, we paid to our Directors (who include the executive officers) and Corporate Auditors during fiscal 2004 was ¥1,064 million and ¥56 million, respectively. For the year
ended March 31, 2004, we also accrued ¥1 million in respect of future pension and severance costs.
For the year ending March 31, 2005 we expect the aggregate compensation, including bonuses and any other benefits in kind, which we will pay to Directors
will be ¥1,440 million.
C. Board Practices.
The information required by this item in relation to the
date of expiration of the current term of office for our Directors, Corporate Auditors and Executive Officers is set forth in Items 6.A and 6.B of this annual report.
We do not have any contracts with Directors providing for severance benefits upon termination of employment.
D. Employees.
We employed 4,393 persons on a full-time basis and 6,654 persons on a
part-time basis as of March 31, 2004. One of our subsidiaries, Konami Sports Corporation, has a labor union to which 756 employees belonged as of March 31, 2004. We have no other labor union and have experienced no labor disputes. We believe that
our labor relations are good.
The following two tables show
the number of our employees by segment and geographic location as of the dates indicated:
Breakdown of Employees by Segment
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As of March 31,
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Segment
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2002
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2003
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2004
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Computer & Video Games
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1,475
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1,461
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1,450
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Toy & Hobby
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88
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164
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215
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Amusement
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564
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601
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539
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Gaming
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521
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286
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317
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Health & Fitness
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1,136
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1,345
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1,336
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Other
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176
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163
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151
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General Administrative (1)
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462
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293
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385
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Total
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4,422
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4,313
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4,393
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(1)
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Employees in the General Administrative segment consist of those who cannot be classified into a specific segment.
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92
Breakdown of Employees by Geographic Location
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As of March 31,
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2002
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2003
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2004
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Japan
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3,767
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3,714
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3,766
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North America
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307
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236
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281
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Asia (other than Japan)
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140
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151
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130
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Europe
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94
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89
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84
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Australia
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114
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123
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132
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Total
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4,422
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4,313
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4,393
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The retirement age for
our employees, other than Directors and Corporate Auditors, is 60. Employees are generally entitled to receive upon retirement or earlier termination of employment a lump sum payment and/or pension based upon their years of service, their basic pay
at the time of termination of employment and certain other factors.
From August 1998, we began offering a fixed compensation system that eliminated separate retirement benefits to our management and this plan is currently offered to most of our employees.
Many of our employees receive compensation on the basis of fixed annual
salaries. In addition, we have in place a performance-linked incentive system for employees. Salaries of the employees are decided by our committee responsible for rewards upon evaluations of the directors of respective divisions based on our
results, the relevant division, the relevant section, as well as the individuals own efforts and contribution. Also, employees and directors may receive additional compensation for the development of a patent that makes a significant
contribution to our business. In addition, employees involved in production of our products receive rewards based on the contributions of their production teams to our financial results.
E. Share Ownership.
(1) Share Ownership by Directors and Corporate Auditors
Except as described in Item 7.A below, none of our directors or members of our administrative, supervisory or management
bodies beneficially owns more than one percent of our shares of common stock.
(2) Stock option plan for directors and employees
Our shareholders authorized the issuance of 17,879 rights to purchase 1,787,900 shares of our common stock by resolution at our annual general meeting of
shareholders held on June 20, 2002. We issued these rights to subscribe for or purchase shares of our common stock, which function in the manner of stock options, to our directors and employees as well as to the directors and employees of our
subsidiaries. These rights were issued to increase director and employee motivation to improve our financial performance and to attract highly qualified personnel. These rights are exercisable from July 1, 2004 to June 30, 2007. The exercise price
is ¥3,640.
(3) Employee Stock Purchase Plan
Certain of our directors and employees are eligible
to participate in stock purchase plans, pursuant to which a plan administrator makes open market purchases of our shares of common stock for the accounts of participating directors and employees on a monthly basis. Such purchases are made out of
amounts deducted from each directors or employees salary. We provide a 5% subsidy on top of any funds contributed to the plan by all employees, except officers. In addition, we provide a 5% subsidy on top of any funds contributed to the
plan by employees who were hired before March 31, 2001 and a 10% subsidy on top of any funds contributed by our top management personnel. As of March 31, 2004, the Employee Stock Purchase Association held a total of 385,445 shares of our common
stock and the Director Stock Purchase Association held a total of 44,527 shares of our common stock.
93