Reasons for appointing outside directors and outside members of the Audit and Supervisory Committee
The Company has three outside directors, all of whom hold shares of the Company. Apart from this shareholding position, none of the three outside directors has any vested interests in he Company, including personal, capital, or business relationships.
Each outside director plays a role in ensuring that highly effective audits are conducted, from an objective and neutral view point, and we believe that the current system satisfactorily fulfills its management monitoring and advisory functions. The three outside directors are designated as independent directors as defined by the Tokyo Stock Exchange and they are registered with the exchange.
Although the Company does not have any specific standards or policies regarding independence for the appointment of outside directors, when making such appointments we not only meet the regulatory requirements established by the Companies Act, but also take into account the Tokyo Stock Exchange’s criteria for ensuring the independence of independent directors.
| Reasons for appointment | |
|---|---|
| TERAMURA Yasuhiko, Director and member of the Audit and Supervisory Committee |
He has been appointed as Outside Director as he has a wealth of experience and expertise gained from years of service in key roles and positions at financial institutions, and as he is expected to deliver well-rounded judgments based on his unique career and provide impartial and objective oversight. He has been also appointed as Independent Director as he has no current or past relationships with the company that might give rise to any conflict of interest with general shareholders. |
| MORII Shinichiro, Director and member of the Audit and Supervisory Committee |
He has been appointed as Outside Director as he has a wealth of experience and expertise gained from his career at key positions at Takara Standard Co., Ltd., and as he is expected to deliver wellrounded judgments based on his unique career and provide impartial and objective oversight. He has been also appointed as Independent Director as he has no current or past relationships with the company that might give rise to any conflict of interest with general shareholders. |
| NOMURA Ryuichiro, Director and member of the Audit and Supervisory Committee |
He has been appointed as Outside Director as he has a wealth of experience and expertise gained from years of service in key roles and positions at financial institutions and in corporate management, and as he is expected to deliver well-rounded judgments based on his unique career and provide impartial and objective oversight. He has been also appointed as Independent Director as he has no current or past relationships with the company that might give rise to any conflict of interest with general shareholders. |
