Roles of Independent Directors
Independence Criteria for Outside Director and Roles of Independent Directors
Independence Criteria for Outside Director
See “Nippon Paint Holdings Corporate Governance Policies” Annex 3.
Please see the link for Reason for Selection as Independent Directors.
Role of Independent Directors
Corporate Governance Policies Article 22 (Role of Independent Directors of the Board)
Independent Directors of the Board play the roles described below.
- In regard to management policies and the improvement of management, based on their own knowledge, to provide advice from the perspectives of promoting the sustainable growth of the Group and MSV in the medium to long term.
- To supervise management through the election and dismissal of Executive Officers, as well as other important decisions of the Board of Directors.
- To supervise conflicts of interest between the Company and Directors of the Board, Executive Officers, and controlling shareholders, etc.
- In a position of independence from business executives and controlling shareholders, etc., to ensure that the opinion of stakeholders such as minority shareholders is appropriate reflected at the Board of Directors.
Meeting of the Independent Directors
Roles of the meeting of the Independent Directors
In FY2022, NPHD held 10 Independent Directors meetings chaired by the Lead Independent Director, where the members (exclusively, Independent Directors) not only discuss the agenda items of the Board of Directors and Nominating, Compensation, and Audit Committee meetings, but also engage in discourse concerning the medium- to long-term direction of the Company and share insights on the overall background leading up to proposals by management. These meetings are designed to contribute to the smooth and proper resolution of agenda items at the Board and three committee meetings. The Lead Independent Director prepares summaries of opinions expressed at the meetings of the Independent Directors as necessary and submits these reports to the Chairman, the Co-Presidents and the Executive Officers to enable more thorough discussions.
Agenda items in FY2022
- Follow-up on the Board of Directors meetings; Confirmation of financial strategy and risks; and Preliminary information sharing about important proposals
- Follow-up on meetings of the three committees; and Exchange of opinions about executive compensation
- Look back on the FY2022 evaluation of the Board of Directors effectiveness and examine initiatives for FY2023
- Preliminary discussion for an offsite meeting
- Onsite visit
Upgrade functions of the Secretariat of Board of Directors
In order to enable Independent Directors to quickly and accurately grasp the status of the management of business operations at our company, Finance & Accounting, Investor Relations, and other departments regularly provide information updates. In addition, the Co-Presidents provide opportunities to share in person the opinions of capital market participants and a wide range of information involving the management of business operations in order to facilitate a deeper understanding by Independent Directors of our business operations. The BOD office organizes the attendance of Directors at executive meetings and other meetings, as well as the the Directors' visit to factories and other business sites in Japan and other countries. The Board of Directors Office also actively utilizes IT tools to drive the digital transformation of Board meetings.
