Role and composition of the Board of Directors

Role and composition of the Board of Directors

When nominating and selecting candidates for Directors and Corporate Auditors, it is the Company’s policy to comprehensively judge factors such as personality, ability, insight, experience, achievements, sense of balance as a manager, and suitability for the business environment at the time of appointment. Candidates for Directors and Corporate Auditors are determined by a resolution of the Board of Directors. When nominating and selecting candidates for Directors, candidates are determined by the Board of Directors using the following process. The voluntary Nomination and Remuneration Committee, which is chaired by the lead independent Outside Director, with independent Outside Directors and independent Outside Corporate Auditors as the main members, discusses and makes a report / recommendations to the Board of Directors, which then makes a final decision.
Decisions regarding the dismissal of Representative Directors and other Directors are made by the Board of Directors. If it becomes difficult for Directors to continue their duties due to health reasons, if the Company’s corporate value is significantly damaged due to neglect of duty, if it is recognized that Directors have lost their qualifications from the time of their appointment, or if they are otherwise deemed to lack proper qualifications, the Board of Directors makes a decision regarding submission of a proposal for dismissal, or non-submission of a proposal for reappointment, of Directors to the General Meeting of Shareholders and regarding dismissal of Representative Directors based on deliberation and reporting / recommendations by the Nomination and Remuneration Committee

1. Roles and Responsibilities of the Board of Directors

The Company has established a set of “Matters to be Resolved by the Board of Directors,” as matters to be judged and decided by the Board of Directors. For other matters, we have established “Resolution and Approval Standards” for each decision-making body including the Management Committee, Representative Directors, Directors, and general managers of business divisions.

2. Independence Standards and Qualification for Independent Directors

When selecting candidates for independent Outside Directors, the independence standards set by the Tokyo Stock Exchange are used as the criteria for their appointment. In addition, when selecting candidates for independent Outside Directors, we strive to select candidates who can be expected to contribute to frank, active, and constructive discussion at meetings of the Board of Directors.

3. Use of Optional Approach

In April 2017, with the aim of strengthening the independence and objectivity of functions and accountability of the Board of Directors regarding the nomination and remuneration, etc., of Directors, the Company established a system to enable the establishment of a voluntary committee (Nomination and Remuneration Committee) that deliberates on nominations and remuneration, etc., of Directors and provides advice and recommendations to the Board of Directors in response to advisory consultations.
The Nomination and Remuneration Committee was established, in the form of internal regulations approved by the Board of Directors, and operates in accordance with these rules.
Specifically, the regulations stipulate that the Board of Directors shall invite members of the Nomination and Remuneration Committee to convene as necessary; that the committee shall have at least three members, with Outside Directors and Outside Corporate Auditors constituting a majority; that the committee shall deliberate on the appointment and dismissal of Directors and remuneration for Directors and give advice and recommendations; and that accounting auditors and employees shall be invited as necessary to report to the committee as and when needed.