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.
Meetings of the Independent Directors
In FY2023, NPHD conducted 10 meetings of the Independent Directors, all chaired by the Lead Independent Director. These meetings were exclusively attended by Independent Directors who discussed not only the agenda items from the Board of Directors and the Nominating, Compensation, and Audit Committees but also engaged in discussions about the medium- to long-term strategic direction of the Company. Additionally, they shared insights on the context and rationale behind management proposals.
These meetings are designed to facilitate the smooth and effective resolution of agenda items at the Board and the three committee meetings. The Lead Independent Director compiles summaries of the opinions expressed during these sessions as needed, and submits these reports to the Chairman, Co-Presidents, and Executive Officers to foster more comprehensive discussions.
Key agenda items for FY2023
- Follow-up on the Board of Directors meetings; Confirmation of finance strategy and risks; and Preliminary sharing of information regarding significant proposals
- Follow-up on meetings of the three committees
- Communication with key management personnel
- Exchange of opinions on the ideal form of “Audit on Audit” within Asset Assembler model
- Reflect on the FY2023 evaluation of the Board of Directors’ effectiveness and discuss issues that require targeted initiatives in FY2024
Enhanced functions of the Board of Directors Office
To enable Independent Directors to quickly and accurately understand the management of business operations, Finance & Accounting, Investor Relations, and other relevant departments regularly update and improve the information provided. In addition, Co-Presidents facilitate in-person sharing of insights from capital market participants and extensive information about business management. This effort is aimed at deepening Independent Directors' understanding of our business operations. Furthermore, the Board of Directors Office coordinates the Directors' participation in executive and other meetings, as well as their visits to factories and business sites in Japan and abroad.
The Board of Directors Office actively employs IT tools to modernize and enhance the digital aspects of Board meetings.
