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 and Roles of Nominating, Compensation, and Audit Committees
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 |
|---|---|---|
| Nominating Committee | To make decisions on the content of proposals on the election and dismissal of Directors of the Board to be submitted to the General Meeting of Shareholders, and to deliberate and report to the Board of Directors on the Directors of the Board successor plan, as well as the appointment, dismissal, and successor plans for the Representative Executive Officer and President and other Executive Officers. | The Nominating Committee passed a resolution regarding the election and dismissal of Directors for FY2022 to be submitted to the General Meeting of Shareholders, and deliberated and provided responses on the selection of Executive Officers for FY2022. |
| Compensation Committee | To make decisions on the decision-making policy for the individual remuneration, etc., of Executive Officers and Directors of the Board, and on the content of remuneration, etc., for individuals. | The Compensation Committee resolved 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) and the details of individual compensation based on such policies. |
| Role of the 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. | The Audit Committee: Prepared audit reports based on the results of audits on the status of execution of duties by the Executive Officers and Directors and other factors. Resolved the content of proposals regarding the election, dismissal and refusal of reelection of Accounting Auditor to be submitted to the ordinary general meeting of shareholders. Conducted audits concerning financial results and the ordinary general meeting of shareholders. Shared best practices (e.g., cases, audit findings, risk management, background of selecting audit themes) at Group Audit Committee (GAC). |