Sustainability Criteria for the Selection of Outside Directors

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The Company has established the independence criteria for outside Directors as follows.

A candidate to whom any of the descriptions below applies shall be deemed not to have sufficient independence from the Company.

  1. Current or former executive*1 of the Company or a subsidiary of the Company
  2. A person whose major business partner*2 is the Company or an executive thereof
  3. A major business partner of the Company or an executive thereof
  4. A major shareholder*3 of the Company or an executive thereof
  5. A consultant or an accounting or legal professional who has received a large sum of money or other assets (average of ¥10 million or more per year over the past three years), other than officer remuneration, from the Company
  6. A member of a law firm, auditing company, tax accountancy, consulting firm or the like, or union or other organization, which has received a large sum of money or other assets (average of 2% or more of consolidated net sales or gross revenue or more per year over the past three years), other than officer remuneration, from the Company
  7. A person who corresponded to 2), 3), 5) or 6) above at any time in the past year
  8. A close relative of a person who corresponds to any of (a) through (e) below (except those who do not play important roles)
    1. A person who corresponds to b), c), e), f) or g) above
    2. An accounting advisor of the Company (or an employee engaged in such duties if the accounting advisor is a company; the same applies below)
      (This stipulation only applies if outside Directors who are Audit and Supervisory Committee Members are designated as independent directors.)
    3. An executive of a subsidiary of the Company
    4. A Director or accounting advisor who is not an executive of a subsidiary of the Company (only if outside Directors who are Audit and Supervisory Committee Members are designated as independent directors)
    5. A person who recently corresponded to any of (b) through (d) above or is an executive of the Company (including Directors who are not executives if outside Directors who are Audit and Supervisory Committee Members are designated as independent directors)
  • *1 An "executive" is a person as defined in Article 2, Paragraph 3, Item 6 in the Regulations for the Enforcement of the Companies Act.
  • *2 A "major business partner" is defined as a business partner who has business results with the Group in the most recent business year of 2% or more of consolidated net sales.
  • *3 A "major shareholder" is a person who holds, directly or indirectly, 10% or more of the voting rights of the Company.

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