COMPANY INFORMATION
Outside Directors/Outside Audit & Supervisory Board Members
Outside Directors
For the Company’s corporate governance, Independent Outside Directors are to have rich experience in management and a high level of discernment and character and related matters, as well as understanding the Group’s wide-ranging business domain and the value they create, and to provide advice from a broad, high-level perspective. At the same time, they are to appropriately supervise business execution by the management team from a position that is independent from them. The Company believes this as their important roles and duties. In addition, the Company considers that it is appropriate that Independent Outside Directors should account for at least one third of the Directors. The ratio of Independent Outside Directors is 38%.
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| Name | Attendance at meetings of the Board of Directors in fiscal 2022 | Reasons for Appointment |
|---|---|---|
| Makoto Kaiami | 12/12 (100%) | The Company has appointed Mr. Kaiami as an Outside Director in the hope that he will supervise the management of the Company utilizing his knowledge in corporate legal affairs, compliance and risk management gained as a judge and attorney at law and offer advice on the execution of duties based on his insight and opinions from a viewpoint of stakeholders. There is no legal advisory contract between Mr. Kaiami and the Company. As an Outside Director, Mr. Kaiami plays a role in strengthening the function of supervising the Board of Directors, etc., from an objective standpoint, and it is not expected that any conflict of interest with general shareholders will arise in the future. Therefore, the Company designated Mr.Kaiami as an independent officer. |
| Saeko Arai | 12/12 (100%) | Ms. Arai has broad knowledge in finance and accounting as a certified public accountant as well as experience in corporate management as a CFO of a company and its overseas subsidiary. The Company has appointed Ms. Arai as an Outside Director in the hope that she will supervise the management of the Company utilizing her experience and knowledge, and offer advice on the execution of duties based on her insight and opinions from a viewpoint of stakeholders. As an Outside Director, Ms. Arai plays a role in strengthening the function of supervising the Board of Directors, etc., from an objective standpoint, and it is not expected that any conflict of interest with general shareholders will arise in the future. Therefore, the Company designated Ms. Arai as an independent officer. |
| Satoshi Miura | 11/12 (92%) | Mr. Miura has assumed key positions at NTT group, a telecommunications operator that serves public interest, and possesses extensive experience and broad insight in management of holding companies from a long-term and sustainable perspective, overseas businesses, human resources development, labor affairs and digital transformation. The Company has appointed Mr. Miura as an Outside Director in the hope that he will supervise the management of the Company utilizing his experience and knowledge, and offer advice on the execution of duties based on his insight and opinions from a viewpoint of stakeholders. As an Outside Director, Mr. Miura plays a role in strengthening the function of supervising the Board of Directors, etc., from an objective standpoint, and it is not expected that any conflict of interest with general shareholders will arise in the future. Therefore, the Company designated Mr. Miura as an independent officer. |
| Tsuguhiko Hoshino | 12/12 (100%) | The Company expects that Mr. Hoshino will supervise the management of the Company utilizing his knowledge in accounting, finance, legal affairs, compliance and risk management as well as global perspectives gained in the course of his duties at the Ministry of Finance and National Tax Agency as well as through establishment of the Financial Services Agency and so forth that he addressed while in office, in addition to offering advice on the execution of duties based on his insight and opinions from a viewpoint of stakeholders. Thus the Company has appointed Mr. Hoshino as an Outside Director. As an Outside Director, Mr. Hoshino plays a role in strengthening the function of supervising the Board of Directors, etc., from an objective standpoint, and it is not expected that any conflict of interest with general shareholders will arise in the future. Therefore, the Company designated Mr. Hoshino as an independent officer. |
| Yumiko Jozuka | 12/12 (100%) | The Company expects that Ms. Jozuka will supervise the management of the Company utilizing her knowledge in legal affairs, compliance, risk management, human resources development, labor affairs, environment and sustainability gained in the course of her duties at the Health, Labour and Welfare Ministry as well as through her efforts to promote the work style reform and women’s participation and advancement in the workplace that she addressed while in office, in addition to offering advice on the execution of duties based on her insight and opinions from a viewpoint of stakeholders. Thus the Company has appointed Ms. Jozuka as an Outside Director. As an Outside Director, Ms. Jozuka plays a role in strengthening the function of supervising the Board of Directors, etc., from an objective standpoint, and it is not expected that any conflict of interest with general shareholders will arise in the future. Therefore, the Company designated Ms.Jozuka as an independent officer. |
Outside Audit & Supervisory Board Members
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| Name | Attendance at Board of Directors and Audit & Supervisory Board meetings in FY2022 | Reasons for Appointment |
|---|---|---|
| Katsunori Takechi | Board of Directors 12/12 (100%) Audit & Supervisory Board 12/12 (100%) |
The Company has appointed Mr. Takechi as an Outside Audit & Supervisory Board Member in the hope that he will utilize his specialized insight as an attorney at law and extensive experience regarding corporate legal affairs for the surveillance system of the Company. Additionally, there are no advisory agreements between Mr. Takechi and the Company. As an Outside Audit & Supervisory Board Member, Mr. Takechi plays a role in the function of monitoring the management, etc. from an objective standpoint, and it is not expected that any conflict of interest with general shareholders will arise in the future. Therefore, the Company has designated Mr. Takechi as an independent officer. |
| Takahiro Nakazawa | Board of Directors 12/12 (100%) Audit & Supervisory Board 12/12 (100%) |
The Company has appointed Mr. Nakazawa as an Outside Audit & Supervisory Board Member in the hope that he will utilize his expert insight gained through many years of experience in auditing and advisory services at leading audit corporations for the surveillance system of the Company. Additionally, there are no advisory agreements between Mr. Nakazawa and the Company. As an Outside Audit & Supervisory Board Member, Mr. Nakazawa plays a role in the function of monitoring the management, etc. from an objective standpoint, and it is not expected that any conflict of interest with general shareholders will arise in the future. Therefore, the Company has designated Mr. Nakazawa as an independent officer. |
Criteria for determining the independence of outside directors
The Company deems Outside Directors to be independent when, in addition to meeting the independence standards for independent officers stipulated by the Tokyo Stock Exchange, none of the following have applied for any of the previous three fiscal years.
- An executive of a business partner to which the Company’s net sales account for 2% or more of the Company’s consolidated net sales
- An executive of a business partner whose net sales to the Company account for 2% or more of the business partner’s net sales
- An executive of a lender from which the Company borrows funds that account for 2% or more of the Company’s consolidated total assets
- An executive of a major shareholder or investor of the Company with an investment ratio of 10% or more
- A consultant, accounting professional, or legal professional who receives remuneration of more than ¥10 million a year from the Company besides officer remuneration
- A spouse or relative within two degrees of kinship of the Director, etc. of the Company or a consolidated subsidiary
As of June 2023