Criteria for Judging Independence of Outside Officers
The Company has established the following criteria for independence in appointing outside officers. If none of the following items apply to an Outside Director (including a candidate thereof), that Outside Director shall be deemed to possess independence from the Company, to be free from the risk of a conflict of interest arising with the general shareholders, and to meet the criteria for independence of outside officers.
- A person who executes business of the Company or its subsidiaries or affiliates (collectively, the “Company Group”) as of now or during the past ten years.
- A person whose principal business partner is the Company Group (a supplier that provides products or services to the Company Group in a case where the transaction amount is equivalent to over 2% of annual consolidated net sales of that supplier in the most recent fiscal year) or a person who executes business of a company whose principal business partner is the Company Group.
- A principal business partner of the Company (a customer receiving products or services from the Company in a case where the transaction amount is equivalent to over 2% of annual consolidated net sales of the Company in the most recent fiscal year) or a person who executes business of a principal business partner of the Company.
- A person who receives ¥10 million or more of monetary consideration or other property from the Company Group annually for services as a professional such as consultant, certified public accountant, attorney at law, that is outside the remuneration received as a Director from the Company Group. Or a person belonging to an organization that receives ¥100 million or more annually from the Company Group.
- A person belonging to an auditing firm that conducts statutory audits of the Company Group.
- A major shareholder of the Company (a person who directly or indirectly holds 5% or more of the Company’s total voting rights), or a person who executes business of a major shareholder of the Company.
- A person who executes business of a company of which the Company Group holds directly or indirectly 5% or more of the total voting rights.
- A person to whom any of the above items (2) to (7) have applied during the past five years.
- A spouse, relative within the second degree, or other relatives if sharing the same residence, of the persons prescribed in any of the items (1) to (8) above; providing however that a person who executes business refers only to directors, executive officers, corporate officers, a person who executes business of general manager level or higher, or a person who executes business with authority equivalent thereof.
- Any other person at risk of having a permanent and substantial conflict of interest with all general shareholders of the Company due to circumstances not considered in items (1) to (9) above.
While Mr. Hiroshi Kawano is expected to fall under item (4), the Company expects him to provide supervision and advice on overall management based on his extensive knowledge and experience as an officer at private operating companies, and his wide range of insights, and has therefore appointed him as an Outside Director who is not an independent director.
Directors
| Number of Directors Stipulated in Articles of Incorporation |
18 |
Directors' Term of Office Stipulated in Articles of Incorporation
|
1 year |
| Chairperson of the Board |
President |
| Number of Directors |
10 |
| Election of Outside Directors |
Elected |
| Number of Outside Directors |
5 |
| Number of Independent Directors |
5 |