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 FY2023 ended March 31, 2024 |
|
Shigeru Kawatsuhara Outside Director |
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Mr. Shigeru Kawatsuhara has abundant knowledge and broad experience as a management of a global company. The Company has appointed him as an outside director anticipating he will provide objective and neutral advice and supervise management from an independent standpoint by applying the expertise and experience he has accumulated to date. |
Board of Directors Meetings: 16 out of 16 Audit & Supervisory Committee Meetings: 20 out of 20 Nomination & Remuneration Committee Meetings: 13 out of 13 |
|
Hidemitsu Sasaya Outside Director, Representative Director of Office Sasaya Co., Ltd., Visiting Professor at 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 objective and neutral advice and supervise management from an independent standpoint by applying the expertise and experience he has accumulated to date. |
Board of Directors Meetings: 16 out of 16 |
|
Sumie Morita, Outside Director, Professor at Department of Information and Computer Science, Faculty of Systems Science and Technology, Akita Prefectural University, Outside Director of Sumitomo Heavy Industries, Ltd. |
○ |
Ms. Sumie Morita, after many years of working primarily on product development in the fields of telecommunications and information networks for overseas markets, had been engaged in corporate management from a global perspective as a corporate executive. She is currently a university professor specializing in information engineering. The Company has appointed her as an outside director anticipating she will provide objective and neutral advice and supervise management from an independent standpoint by applying the expertise and experience she has accumulated to date. |
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|
Danny Risberg, Outside Director |
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Mr. Danny Risberg has entrepreneurial experience and had been engaged in corporate management, primarily in the medical device industry, for many years. He is also well-versed in activities as a representative of industry associations. The Company has appointed him as an outside director anticipating he will provide objective and neutral advice and supervise management from an independent standpoint by applying the expertise and experience as a global business executive he has accumulated to date. |
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|
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 the expertise and experience he has accumulated to date. |
Board of Directors Meetings: 16 out of 16 Audit & Supervisory Committee Meetings: 20 out of 20 Nomination & Remuneration Committee Meetings: 13 out of 13 |
|
Ikumi Sato, Outside Director, Audit & Supervisory Committee Member, Nozomi Sogo Attorneys at Law, Outside Director of DAI-DAN CO., LTD. , Outside Audit & Supervisory Board Member of TAIYO HOLDINGS CO., LTD. |
○ |
Ms. Ikumi Sato is closely acquainted with corporate legal affairs as an attorney. The Company has appointed her as an outside director serving as an Audit & Supervisory Committee member anticipating her management audit and supervision from an independent standpoint by applying the expertise and experience she has accumulated to date. |
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- The Company registered six outside directors as independent directors to the Tokyo Stock Exchange.
