Committees
Composition and Roles of Nominating, Compensation, and Audit Committees
The Company selected to a Company with a Nominating Committee, etc., in order to further improve the transparency, objectivity, and fairness of management, and to separate and enhance business execution and supervision.
Composition of the committees ●Non-Executive Director / ●Independent Director
Nominating Committee
* An Independent Director serves as the Committee Chairperson.
- The Nominating Committee shall be comprised of three or more committee members, a majority of whom shall be Independent Directors of the Board.
- Among the Executive Officers, Directors of the Board concurrently serving as Representative Executive Officer and President or equivalent position may not become a Nominating Committee Member.
- The Committee Chairperson of the Nominating Committee shall be an Independent Director.
Compensation Committee
* An Independent Director serves as the Committee Chairperson.
- The Compensation Committee shall be comprised of three or more committee members, a majority of whom shall be Independent Directors.
- Among the Executive Officers, Directors of the Board concurrently serving as Representative Executive Officer and President or equivalent position may not become a Compensation Committee Member.
- The Committee Chairperson of the Compensation Committee shall be an Independent Director.
Audit Committee
* An Independent Director serves as the Committee Chairperson.
- The Audit Committee shall be comprised of three or more committee members, a majority of whom shall be Independent Directors.
- A Director of the Board concurrently serving as an Executive Officer may not become an Audit Committee Member.
- The Committee Chairperson of the Audit Committee shall be an Independent Director.
Roles and Main Activities of the Committees
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Roles | Main Activities |
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| Nominating Committee | Decisions on proposals regarding the election and dismissal of Directors to be submitted to the General Meeting of Shareholders, discussions about succession plans for Directors based on advice from the Board of Directors, appointments and dismissals of the Representative Executive Officer and President and other Executive Officers, and submission of opinions about the succession plan and other proposals. | The Nominating Committee passed a resolution regarding the election and dismissal of Directors for FY2023 to be submitted to the General Meeting of Shareholders, and deliberated and provided responses on the selection of Executive Officers for FY2023. |
| Compensation Committee | Establishment of policies for determining the compensation of individual Directors and Executive Officers, and decisions about compensation for individuals and other matters. | The Compensation Committee resolved the details of individual compensation based on the policies for determining the individual compensations and other benefits for Directors and Executive Officers (Compensation Philosophy and Design Policies for the Compensation of the Representative Executive Officer and Co-Presidents). |
| Audit Committee | Conduct audits on the execution of duties by Executive Officers and Directors, prepare audit reports, and determine the content of proposals regarding the election, dismissal and refusal of reelection of Accounting Auditor to be submitted to the General Meeting of Shareholders. | ·
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