Governance Corporate Governance
- Basic Policy /
Corporate Governance Framework - Board of Directors
- Evaluations of the Board of Directors’ Effectiveness
- Conducting Training for Outside Officers
- Remuneration Committee and Nomination Committee
- Audit & Supervisory Board
- Meetings of Outside
Directors and Outside Audit
& Supervisory Board
Members - Guidelines・Report
Remuneration Committee and Nomination Committee
Establishment of the Remuneration and Nomination Committees
The Company has established the Remuneration Committee and the Nomination Committee as advisory bodies to the Board of Directors. The Committees deliberate on compensation/appointment and dismissal of the Company’s directors and corporate officers, which are then approved by a resolution of the Board of Directors. The transparency and reasonableness of the process for determining the compensation/appointment and dismissal are thereby ensured.
The Board of Directors receives reports from the outside director who chairs the Remuneration Committee and Nomination Committee regarding discussions that took place at meetings of each committee during the respective fiscal year.
Director Attendance at the Remuneration and Nomination Committees
The status of attendance at meetings of these committees is indicated below.
| Role | Name | Position | Attendance | |
|---|---|---|---|---|
| Remuneration Committee | Nomination Committee | |||
| Chair | Noboru Matsuda | Independent outside director | 3/3 (100%) | 1/1 (100%) |
| Member | Nobumichi Hattori | Independent outside director | 3/3 (100%) | 1/1 (100%) |
| Member | Toru Yamashita | Independent outside director | 3/3 (100%) | 1/1 (100%) |
| Member | Ikuko Arimatsu | Independent outside director | 3/3 (100%) | 1/1 (100%) |
| Member | Hirokazu Toda | Director | 3/3 (100%) | 1/1 (100%) |
| Member | Masayuki Mizushima | Director | 3/3 (100%) | 1/1 (100%) |
| Member | Masanori Nishioka | Director | 3/3 (100%) | 1/1 (100%) |
Activities of the Remuneration Committee
Activities by the Remuneration Committee as part of the process of deciding director remuneration for fiscal 2023 included the following.
| Number of Meetings | 3 |
|---|---|
| Major Discussion Topics | • Verification of the appropriateness of annual and total remuneration levels for the Company’s officers • Annual bonus framework (total amount) • Individuals’ annual remuneration amounts, annual bonus amounts, and stock-based compensation • Selection of the committee chairperson, etc. |
Activities of the Nomination Committee
Activities by the Nomination Committee as part of the process of nominating directors in fiscal 2023 included the following.
| Number of Meetings | 1 |
|---|---|
| Major Discussion Topics | • Appointment and dismissal of directors and corporate officers and changes in their responsibilities • Selection of the committee chairperson, etc. |