Selection and Nomination of directors

Process for Selection and Nomination of Executive Officers

We have the Selection and Nomination Committee to deliberate on candidates for directors and corporate auditors.
This Committee consists of independent external directors and external corporate auditors who are observers who have the right to express their opinions on the content of the deliberations.
In order to ensure transparency and objectivity in the decisions of candidates for directors and corporate auditors, more than half of the members are independent outside directors, and one of them is the chairman.
This Committee is received requests by the Board of Directors, and deliberates on candidates for directors and corporate auditors based on the nomination policy, and reports to the Board of Directors.
The Board of Directors receives the report of the Committee and decides the candidates for Directors and corporate auditors to be submitted to the General Meeting of Shareholders. Candidates for corporate auditors are deliberated with the consent of the Board of Corporate Auditors.

Independence Standards

We have established the "Independence Standards for External Officers" in order to ensure the independent external officers and strengthen the supervision functions of the Board of Directors.
Candidates for external officers are deliberated and reported by the Selection and Nomination Committee, which is received requests by the Board of Directors, based on this standard, and are decided by a resolution of the Board of Directors upon receiving the report.

Reasons for Election of Independent External Directors and
Attendance in the Board of Directors Meetings

Susumu Takahashi
Mr. Takahashi has a high level of knowledge about economics and management, and also has a broad variety of practical experience in both the private sector and governmental bodies.
We expect Mr. Takahashi to give us useful advice as to our sustainable growth and improvement of our corporate value and oversee our management.
And we consider him to be an external director, as he plays a role through his active remarks on the Board of Directors and his activities as a member of the Selection and Nomination Committee and the Remuneration Committee.
Hideo Kojima
Mr. Kojima is a financial and accounting expert with many years of experience as a certified public accountant, and his abundant experience and extensive knowledge are extremely helpful to us.
We expect Mr. Kojima to give us useful advice as to our sustainable growth and improvement of our corporate value and oversee our management.
And we consider him to be an outside director, as he plays a role through his active remarks on the Board of Directors and his activities as the chair of the Selection and Nomination Committee and the Remuneration Committee.
Akio Hamaji
Mr. Hamaji has many years of experience as a corporate manager and is familiar with company management, and his abundant experience and extensive knowledge are extremely helpful to us.
We expect Mr. Hamaji to give us useful advice as to our sustainable growth and improvement of our corporate value and oversee our corporate management, and actually has those abilities. Thus, we consider Mr. Hamaji suitable as external director.
Attendance in FY2020
Name Board of Directors
Susumu Takahashi 13 of 13 times in total (100%)
Hideo Kojima 13 of 13 times in total (100%)
Akio Hamaji 10 of 10 times in total (100%)
  • *For Mr. Akio Hamaji, external director, the attendance after his assumption of the office of director as of June 26, 2020 is shown.

Reasons for Election of Independent External Corporate Auditors and Attendance in the Board of Directors Meetings and the Board of Corporate Auditors Meetings

Takeo Wakae
Mr. Wakae is a law expert, and his abundant experience and extensive knowledge are extremely helpful to us.
We expect Mr. Wakae to conduct an effective audit into our management from an objective and independent position as the external corporate auditor.
And we consider him to be an external corporate auditor, as he plays a role through his active remarks on the Board of Directors and his activities as a member of the Selection and Nomination Committee.
Masaichi Nakamura
Mr. Nakamura is a financial and accounting expert with many years of practical experience as a certified public accountant, and has previously involved with company management as a representative director.
That abundant experience and his extensive knowledge are extremely helpful to us.
We consider that Mr. Nakamura will continue to conduct an effective audit into our management from his objective and independent position as the external corporate auditor.
Attendance in FY2020
Name Board of Directors Board of Corporate Auditors
Takeo Wakae 13 of 13 times in total (100%) 11 of 11 times in total (100%)
Masaichi Nakamura 12 of 13 times in total (92%) 11 of 11 times in total (100%)