Director nomination is considered based on the following matters: the Board is well balanced in knowledge, experience, and abilities as a whole; the Board can make appropriate and quick decisions; and individual directors have excellent character, insight, and high ethical standards.
The nomination policy of directors (excluding Audit & Supervisory Committee members) is stipulated in the Corporate Governance Guideline and of Audit & Supervisory Committee members is stipulated in the Auditing Standards conducted by the Audit & Supervisory Committee. The dismissal policy of directors is stipulated in the Corporate Governance Guideline.
In accordance with the policy above, nominations and dismissals of directors, which are submitted to a general shareholders meeting, are proposed by the Nomination & Remuneration Committee, which is a voluntary advisory committee under the Board, and are approved by the Board.
The Company appoints outside directors who meet the independence criteria set by the Tokyo Stock Exchange and have a wealth of knowledge and experience in their fields, and can provide advice and supervise the management from their objective and neutral position.
|
Name/Title/ Concurrent Position |
Independent Director~{*} |
Reason for Nomination |
Number of Attendance in FY2022 ended March 31, 2023 |
|
Kanako Muraoka Outside Director, Kowa Law Office, Outside Director of FUJIYA CO., LTD. |
○ |
Ms. Kanako Muraoka is closely acquainted with corporate legal affairs as an attorney. The Company has appointed her as an outside director anticipating her objective and neutral advice, and her management supervision from an independent standpoint by applying her expertise and experience she has accumulated to date. |
Board of Directors Meetings: 18 out of 18 Nomination & Remuneration Committee Meetings: 8 out of 8 |
|
Hidemitsu Sasaya Outside Director, Representative Director of Office Sasaya Co., Ltd., Professor at Platform for Arts and Science, Chiba University of Commerce |
○ |
Mr. Hidemitsu Sasaya had been engaged in corporate management as a corporate director and an executive officer and had mainly promoted ESG/SDGs after holding important positions in the area of public administration of agriculture, forestry and fisheries and environment. He is currently a professor at a university specializing in policy research on SDGs, etc. He has abundant knowledge and broad experience in industry, government and academia.The Company has appointed him as an outside director anticipating he will strengthen the role and function of the Board of Directors in the promotion of sustainability, and provide his objective and neutral advice and his supervision of management from an independent standpoint by applying his expertise and experience he has accumulated to date. |
Board of Directors Meetings: 13 out of 13 (after appointment as a director on June 28, 2022) |
|
Shigeru Kawatsuhara Outside Director, Audit & Supervisory Committee Member |
○ |
Mr. Shigeru Kawatsuhara has abundant knowledge and broad experience as a management of a company.The Company has appointed him as an outside director serving as an Audit & Supervisory Committee member anticipating his management audit and supervision from an independent standpoint by applying his expertise and experience he has accumulated to date. |
Board of Directors Meetings: 18 out of 18 Audit & Supervisory Committee Meetings: 22 out of 22 Nomination & Remuneration Committee Meetings: 8 out of 8 |
|
Kazuo Shimizu Outside Director, Audit & Supervisory Committee Member, Shimizu Accounting Office, Representative Partner of Ryoh-koh Audit Corporation |
○ |
Mr. Kazuo Shimizu has abundant knowledge and broad experience of finance and accounting as a Certified Public Accountant. The Company has appointed him as an outside director serving as an Audit & Supervisory Committee member anticipating his management audit and supervision from an independent standpoint by applying his expertise and experience he has accumulated to date. |
Board of Directors Meetings: 18 out of 18 Audit & Supervisory Committee Meetings: 22 out of 22 Nomination & Remuneration Committee Meetings: 8 out of 8 |
- The Company registered four outside directors as independent directors to the Tokyo Stock Exchange.
