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 FY2024 ended March 31, 2025 |
|
Shigeru Kawatsuhara, Outside Director |
○ |
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: 7 out of 7 (before retirement on June 26, 2024) Nomination & Remuneration Committee Meetings: 10 out of 10 |
|
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., Outside Director of Bunka Shutter Co., 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. |
Board of Directors Meetings: 11 out of 11 (after appointment on June 26, 2024) |
|
Danny Risberg, Outside Director |
○ |
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. |
Board of Directors Meetings: 11 out of 11 (after appointment on June 26, 2024) |
|
Mamoru Morita, Outside Director, Strategic Expert of Nuclear Energy Business Unit of Hitachi, Ltd. |
○ |
Mr. Mamoru Morita, after many years of experience in business development and corporate strategy, had been involved in company management from a global perspective as an Executive Officer. The Company has appointed him as an outside director anticipating he will provide his objective and neutral advice, and supervise management from an independent standpoint by applying his expertise and experience he has accumulated to date. |
ー |
|
Kazuo Shimizu, Outside Director, Audit & Supervisory Committee Member, 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: 19 out of 19 Nomination & Remuneration Committee Meetings: 10 out of 10 |
|
Ikumi Sato, Outside Director, Audit & Supervisory Committee Member, Nozomi Sogo Attorneys at Law, Outside Director of DAI-DAN CO., LTD., Outside Director (Audit & Supervisory Committee 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. |
Board of Directors Meetings: 11 out of 11 Audit & Supervisory Committee Meetings: 12 out of 12 Nomination & Remuneration Committee Meetings: 6 out of 6 (after appointment on June 26, 2024) |
- The Company registered six outside directors as independent directors to the Tokyo Stock Exchange.
