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The following is an excerpt from a 20-F SEC Filing, filed by KONAMI CORP on 7/22/2004.
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KONAMI CORP - 20-F - 20040722 - DIRECTORS_AND_OFFICERS
Item 6.   Directors, Senior Management and Employees.

 

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:

 

Name


  

Position


  

Date of Birth


  

Current
Term
Expires


 

Director,
Corporate
Auditor or
Corporate
Officer Since


   Number of
Konami
shares owned
as of
March 31,
2004 (1)


   

Percentage of
Konami shares
outstanding

as of

March 31,
2004


 

Directors:

                               

Kagemasa Kozuki

   Representative Director, Chairman of the Board and Chief Executive Officer    November 12, 1940    June 2005   June 1974    33,823,615
(200,000
(2)
)
  28.07 %

Kagehiko Kozuki

   Representative Director, Vice Chairman    March 7, 1944    June 2005   May 1984    27,227
(50,000
 
)
  *  

Noriaki Yamaguchi

   Representative Director and Chief Financial Officer    January 26, 1944    June 2005   June 1994    12,473
(50,000
 
)
  *  

Toshiro Tateno

   Director and Executive Corporate Officer    August 12, 1957    June 2005   June 1996    10,545
(50,000
 
)
  *  

Tsutomu Takeda

   Director    May 13, 1937    June 2005   June 2003    11,311
(0
 
)
  *  

Tomokazu Godai

   Outside Director    October 6, 1939    June 2005   May 1992    6,899
(10,000
 
)
  *  

Hiroyuki Mizuno

   Outside Director    April 20, 1929    June 2005   June 2001    4,723
(10,000
 
)
  *  

Akira Gemma

   Outside Director    August 1, 1934    June 2005   June 2004    0
(0
 
)
  *  

Corporate Auditors:

                               

Noboru Onuma

  

Standing Corporate

Auditor

   January 1, 1948    June 2005   June 1999    976
(0
 
)
  *  

Tetsuro Yamamoto

  

Standing Corporate

Auditor

   December 23, 1948    June 2007   June 2000    500
(0
 
)
  *  

Minoru Nagaoka

   Corporate Auditor    May 16, 1924    June 2007   June 2000    1,418
(0
 
)
  *  

Masataka Imaizumi

   Corporate Auditor    March 3, 1926    June 2007   June 2000    1,418
(0
 
)
  *  

Corporate Officers:

                               

Fumiaki Tanaka

   Executive Corporate Officer    March 10, 1961      June 2000    37,688
(50,000
 
)
  *  

Akihiko Nagata

   Executive Corporate Officer    January 19, 1959      June 2000    44,506
(50,000
 
)
  *  

Shuji Kido

   Executive Corporate Officer    October 9, 1947      June 2000    5,994
(50,000
 
)
  *  

Shigeo Niwa

   Corporate Officer    September 20, 1948      January 2003    173
(7,500
 
)
  *  

Osamu Kishima

   Corporate Officer    October 2, 1957      January 2003    1,723
(7,000
 
)
  *  

Kimihiko Higashio

   Corporate Officer    September 24, 1959      January 2000    1,189
(20,000
 
)
  *  

Naoyuki Notsu

   Corporate Officer    November 18, 1955      May 2004    688
(3,300
 
)
  *  

Seiji Ito

   Corporate Officer    May 3, 1943      April 2000    2,695
(50,000
 
)
  *  

 

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(1)   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 above—see Item 6.E. “Share Ownership”.
(2)   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.
(3)   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.
(4)   The list of corporate officers does not include those persons who also serve as director.
(5)   Asterisks indicates ownership of less than one percent.

 

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.

 

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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

 

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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

 

     As of March 31,

Segment


   2002

   2003

   2004

Computer & Video Games

   1,475    1,461    1,450

Toy & Hobby

   88    164    215

Amusement

   564    601    539

Gaming

   521    286    317

Health & Fitness

   1,136    1,345    1,336

Other

   176    163    151

General Administrative (1)

   462    293    385
    
  
  

Total

   4,422    4,313    4,393
    
  
  

(1)   Employees in the General Administrative segment consist of those who cannot be classified into a specific segment.

 

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Breakdown of Employees by Geographic Location

 

     As of March 31,

     2002

   2003

   2004

Japan

   3,767    3,714    3,766

North America

   307    236    281

Asia (other than Japan)

   140    151    130

Europe

   94    89    84

Australia

   114    123    132
    
  
  

Total

   4,422    4,313    4,393
    
  
  

 

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 individual’s 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 director’s or employee’s 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.

 

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