Board of Directors/Audit & Supervisory Committee/Nomination and Remuneration Committee
Appointment Process for Directors
The President prepares a list of candidates for Directors (excluding
Directors who are Audit & Supervisory Committee Members), and the Board of Directors deliberates and makes decisions in light of reports on the results of deliberations in the Nomination and Remuneration Committee.
The President prepares a list of candidates for Directors who are Audit & Supervisory Committee Members and gains the consent of the Audit & Supervisory Committee in accordance with the provisions of the Companies Act, after which the Board of Directors deliberates and makes decisions.
Appointment or dismissal of the Chairperson and the President will be deliberated and decided at the Board of Directors based on the deliberations in the Nomination and Remuneration Committee. With regard to the dismissal of the Chairperson or the President, if deemed necessary by the Nomination and Remuneration Committee, the Nomination and Remuneration Committee may exclude Internal Directors from its composition and report to the Board of Directors after seeking opinions of Outside Directors.
Members of the Boards (skill matrix)
(Note)
- The above table does not present a complete list of the expertise and experience possessed by each Officer.
- Mr. Tsuneo Wakabayashi has been serving as President and Chief Executive Officer of the Company for three years after having served as Outside Director of the Company for one year.
- Mr. Junichi Tada previously served as Director of the Company for two years.
- Ms. Chiho Takeda was in office for three years as Outside Audit & Supervisory Board Member of the Company before taking office as Director.
- Mr. Hideyuki Kamijo was in office for three years as Outside Audit & Supervisory Board Member of the Company before taking office as Director.
- Mr. Shigeru Nishida was in office for six years as Audit & Supervisory Board Member of the Company and for four years as Director of the Company before taking office as Director.
- Mr. Hideharu Nagasawa was in office for four years as Outside Audit & Supervisory Board Member of the Company before taking office as Director.
Independence Criteria for Independent Outside Officers
Sustainability Report 2025 Independence Criteria for Independent Outside Officers
Overview and Activity Status of Nomination and Remuneration Committee
With an aim to ensure objectivity and transparency in matters related to the personnel and remuneration of the management team, we have established a Nomination and Remuneration Committee. The majority of the committee members, including the chairperson, are Independent Outside Directors. The Nomination and Remuneration Committee deliberates on the following matters in advance of the Board of Directors, and reports the results of these deliberations to the Board of Directors.
The Board of Directors makes final decisions on matters deliberated by the Nomination and Remuneration Committee, but we believe that independence and authority of the committee are fully secured because the majority members of the Board of Directors are Independent Outside Directors concurrently serving as the Nomination and Remuneration Committee members.
1. Personnel matters for management executives
- Proposals for the Shareholders' Meeting regarding the appointment of candidate Directors and dismissal of Directors
- Establishment, revision, or abolishment of basic policies, rules, procedures, etc., regarding the appointment of candidate Directors
- Appointment and dismissal of the President and the Chairperson of the Board
- Succession of the President and Chief Executive Officer
- Appointment and dismissal of Executive Officers
- Other matters recognized as necessary by the Nomination and Remuneration Committee
2. Matters concerning remuneration of management executives
- Details of remuneration of individual Directors and Executive Officers
- Establishment, revision, or abolishment of basic policies, rules, procedures, etc., regarding the remuneration of Directors and Executive Officers
- Other matters recognized as necessary by the Nomination and Remuneration Committee
| Name of the committee |
Total committee members |
Chairperson |
Number of meetings held (FYE March 2025) |
||
|---|---|---|---|---|---|
|
Internal Directors |
Outside Directors |
||||
| Nomination and Remuneration Committee |
5 persons |
1 persons |
4 persons |
Outside Director |
4 times |
Training for Directors
In order to optimize our business strategies through timely and appropriate decision-making by the Board of Directors, the Company provides Directors with opportunities for training related to themes according to the business environment and inspections of the Company's properties. Especially for newly appointed Directors, the Company provides trainings on issues such as their legal authority and obligations, also utilizing outside institutions. Whether these opportunities are being appropriately provided is also verified during the annual evaluation of the effectiveness of the Board of Directors.
In FYE March 2025, we held four training sessions on the theme of capital costs and the sustainability disclosure standard.
At a training session for officers
Status of Coordination between the Audit & Supervisory Committee, Independent Accounting Auditor, and Internal Auditing Division
The Audit & Supervisory Committee regularly receives audit reports from an Independent Accounting Auditor. In addition, the Audit & Supervisory Committee shares information with the Independent Accounting Auditor on changes in accounting standards and policies and other matters that may have a significant impact on the Company's business results by holding meetings as necessary.
The Standing Audit & Supervisory Committee Member shares information with the Audit Department by holding liaison meetings monthly. In addition, the Audit & Supervisory Committee receives quarterly internal audit reports directly from the Head of the Audit Department.
In this manner, we strive to improve the effectiveness of audits through close coordination between the Audit & Supervisory Committee, the Independent Accounting Auditor, and the internal auditing division.