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 Nomination and Remuneration Committees
The Company has established the Remuneration Committee and the Nomination Committee as advisory bodies to the Board of Directors and ensures the transparency and reasonableness of the process for determining the appointment, dismissal, and compensation of the Company’s directors and corporate officers through the deliberation and resolution of such matters by the Board of Directors.
Director Attendance at the Remuneration Committee
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 | 1/1 (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 | 1/1 (100%) | 1/1 (100%) |
- Note: The status of attendance at Remuneration Committee meetings by directors Ikuko Arimatsu and Masanori Nishioka reflects meetings held after they were appointed in July 2022. In addition to the above number of meetings, the Nomination Committee held one meeting for written deliberation, which was deemed committee deliberation.
Activities of the Remuneration Committee
Activities by the Remuneration Committee as part of the process of deciding director remuneration for fiscal 2022 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 2022 included the following.
Number of Meetings | 1 |
---|---|
Major Discussion Topics | • Appointment and dismissal of directors and corporate officers and changes in their responsibilities • Succession planning • Establishment of skills matrix for directors and Audit & Supervisory Board members • Selection of the committee chairperson, etc. |
- Note: In addition to the above number of meetings, the Nomination Committee held one meeting for written deliberation, which was deemed committee deliberation.