Officers

Latest Update : Sept.3, 2019

Officers

Directors and Audit & Supervisory Board Members

The Company makes rapid and highly strategic management judgments by 11 Directors. At the same time, the Company makes significant transfer of the authority for business execution from Directors to Executive Officers by introducing an Executive Officer System to facilitate a clear distinction between management and supervisory functions and business executing functions. The Company's basic policy calls for the appointment of Directors that have the necessary knowledge, experience, and international outlook, regardless of their nationality, ethnicity, or gender, with an emphasis on the diversity of the Board of Directors.

Moreover, aimed at obtaining advice on all aspects of our corporate management and strengthening the Board of Director's functions to supervise the organizations of execution, we include three Outside Directors out of the 11 Board members.

Furthermore, regarding the Audit & Supervisory Board Members, in order to strengthen and enhance its auditing functions, we have three Outside Audit & Supervisory Board Members (including one full-time Outside Audit & Supervisory Board Member) out of the four Audit & Supervisory Board members. In addition to holding the Audit & Supervisory Board and attending the Board of Directors' meetings and other important meetings, the Audit & Supervisory Board Members, in conjunction with the Independent Auditors, and the Internal Auditing Office, audit domestic offices and our Group Companies, to audit the Directors' execution of duties.

Board of Directors (link to Company webpage)

Policy and Procedures for Appointment and Dismissal of Executive Management and Nomination of Director and Audit & Supervisory Board Member Candidates

When appointing Executive Management (indicating representative directors and executive directors; hereinafter the same shall apply) and nominating Internal Director candidates, the Board of Directors gives final approval after deliberations by the Senior Executive Officer Council based on the report given by the Nomination and Compensation Committee on whether the candidate is qualified for the position from the perspective of assigning the right person to the right position, considering accurate and swift decision making, appropriate risk management, supervision of business execution and capabilities for managing each function and each business division of the Company.

If the execution of duties of Executive Management significantly fails to meet the qualifications in the above appointment criteria, dismissal will be deliberated on by the Nomination and Compensation Committee and the Board of Directors will make a decision based on the report of these deliberations.

As for the nomination of Outside Director candidates, the Board of Directors gives final approval based on the report given by the Nomination and Compensation Committee on whether the candidate is qualified for the position, based on a holistic assessment of the candidate's advanced expertise in corporate governance, compliance, risk management, corporate management, etc., following the criteria for determining independence.

In addition, when nominating Audit & Supervisory Board Member candidates, the Board of Directors gives final approval after gaining consent of the Audit & Supervisory Board upon electing a candidate after having holistically conducted reviews with consideration placed on financial, accounting, and legal expertise, knowledge of the Company's business fields and know-how in risk management and corporate management.

Outside Directors and Outside Audit & Supervisory Board Members

Criteria for appointment and independence

We appoint Outside Director and Outside Audit & Supervisory Board Member who has no personal, capital or business relationship or any other interest with the company and who has sufficient independence and is unlikely to cause a conflict of interest with general shareholders in accordance with the requirements prescribed in the Companies Act and the independence standards set forth by the Tokyo Stock Exchange.

Outside Directors election reason and record of attendance of Board of Directors Meeting (Year ended March 2019)

Fulfilling their roles and functions, we believe the Outside Directors will ensure the sound management of the Company, promote compliance, and strengthen management oversight functions.

Name

Status of attendance

Independent
Director
Reason for appointment
Kohshi Murakami
appointed in June 2008

Board of Directors Meeting
100%
(15/15)

Mr. Murakami has a wealth of experience and keen insight as a former Presiding Justice of the Division of the Tokyo High Court and as an attorney-at-law. He was elected as Outside Director to ensure the sound management of the Company and promote compliance.
Atsuko Matsumura
appointed in June 2018

Board of Directors Meeting
84.6%
(11/13)

Ms. Matsumura has expertise in international economics as well as broad knowledge and experience. She was elected as Outside Director so that her abundant knowledge and experience reflected in the management of the Company.
Takashi Matsuoka
appointed in June 2005

Board of Directors Meeting
100%
(15/15)

Mr. Matsuoka has been in charge of the Planning Division, etc. of KEIAISHA Co., Ltd. for many years, and he has broad insight and experience in business operation. He was elected as Outside Director so that his abundant knowledge and experience reflected in the management of the Company.
The Company has conducted constant commercial transactions with KEIAISHA Co., Ltd. where Mr. Takashi Matsuoka serves as Director and Vice President Executive Officer, including purchase of machinery and equipment, components and grease and other materials from the said company. However, because the value of transactions with the said company is insignificant in terms of transaction size of the Company, we have concluded that there is no possibility that these transactions affect decision making of the Company.
The CFO and an Outside Director in Conversation

Outside Audit & Supervisory Board Member election reason and record of attendance of Board of Directors Meeting and Audit & Supervisory Board Meeting (Year ended March 2019)

We believe the Outside Audit & Supervisory Board Members, in fulfilling their roles and functions, will harness their legal, accounting, and tax accounting expertise, as well as vast professional knowledge of finance, accounting and legal to provide strict management oversight.

Name

Status of attendance

Independent
Director
Reason for appointment
Koichi Yoshino
appointed in June 2019

Board of Directors Meeting
-
Audit & Supervisory Board Meeting
-

Mr. Yoshino has a wealth of overseas experience and practical management experience at a general trading company and in the manufacturing industry, as well as a qualification as a Certified Internal Auditor and considerable knowledge of finance and accounting. He was elected as Outside Audit & Supervisory Board Member so that his abundant experience and broad knowledge reflected in audits of the Company.
Shinichiro Shibasaki
appointed in June 2014

Board of Directors Meeting
100%
(15/15)
Audit & Supervisory Board Meeting
100%
(13/13)

Mr. Shibasaki is well-versed in corporate legal affairs as an attorney-at-law. He was elected as Outside Audit & Supervisory Board Member so that his professional knowledge reflected in the Company's audit.
Makoto Hoshino
appointed in June 2019

Board of Directors Meeting
-
Audit & Supervisory Board Meeting
-

Mr. Hoshino has a wealth of experience of tax operations for many years since joining the National Tax Agency, as well as considerable knowledge of finance and accounting. He was elected as Outside Audit & Supervisory Board Member so that his abundant experience and keen insight reflected in audits of the Company.

Compensation for Directors and Audit & Supervisory Board Members

Regarding compensation for directors and audit & supervisory board members, limits for directors and audit & supervisory board members as a group have been set by the resolution of the general shareholders meeting.

Policy and Procedures for Determination of Director and Auditor & Supervisory Board Member's Compensation

Executive Management and Directors' Compensation

The compensation for Executive Management consists of a performance-linked incentives compensation which was introduced in 2017, as well as stock options in addition to the basic compensation which is paid on a monthly basis, and performance-linked bonuses which are determined according to the performance of each business year.

Basic compensation is determined by a resolution passed by the Board of Directors according to his functions, performance, the performance of the Company, and other factors.

Performance-linked bonuses are structured to reflect the Company's performance, job responsibilities, and performance. Payment standards are determined based on the bonus calculation table, which is based on the consolidated result and stock price levels for each fiscal year. The amount of performance-linked incentive compensation is determined based on the degree of achievement of the Medium-term Business Plan aimed at "one trillion yen in net sales and 100 billion yen in operating income".

The compensation for Outside Directors is determined according to their professional backgrounds and other factors. The performance-linked incentives compensation system and stock option are not offered to Outside Directors.

Based on the above policy, the compensation for Executive Management and Directors is approved by resolution of the Board of Directors based on deliberations held by the Nomination and Compensation Committee comprised of more than half independent Outside Directors, within the maximum amount of compensation, as authorized by the General Meeting of Shareholders.

Compensation for Audit & Supervisory Board Members

Compensation The compensation for Audit & Supervisory Board Members consists solely of the basic compensation, which is paid in a fixed amount on a monthly basis, and is determined by discussions of the Audit & Supervisory Board, within the maximum amount of compensation, as authorized by the General Meeting of Shareholders.

Resolution date of the General Meeting of Shareholders regarding compensation for Directors Audit & Supervisory Board Members
Categories Resolution date Compensation categories Resolution content Number of members at the time of resolution
Director June 29, 2017
The 71st Ordinary General Meeting of Shareholders
Basic Compensation
Performance-linked Compensation
Within 1.5 billion yen per year
(this amount includes maximum annual compensation of 50 million yen for Outside Directors)
12
(including two Outside Director)
Director
(excluding Outside Director)
June 28, 2012
The 66th Ordinary General Meeting of Shareholders
Stock Options Within the above compensation amount, within 30 million yen per year 8
Audit & Supervisory Board Member June 28, 2007
The 61st Ordinary General Meeting of Shareholders
Basic Compensation Within 100 million yen per year 5
Main activities of the Board of Directors and the Nomination and Compensation Committee on the decision process for Directors' Compensation during the fiscal year and Outline of the committee procedure

The Company established the Nomination and Compensation Committee in December 2018. Since then, this committee has met three times. It has discussed proposals of bonuses and changes to the basic compensation for Directors in light of the Company's consolidated performance and stock price level, and then the committee has made reports to the Board of Directors.

In response to the report from the above Nomination and Compensation Committee, the Board of Directors meeting on May 31, 2019 has decided to provide bonuses to directors, and the Board of Directors meeting on June 27, 2019 has decided to revise the basic compensation.

The Nomination and Compensation Committee consists of four directors: two Independent Outside Directors, one Independent Outside Audit & Supervisory Board Member and one Representative Director. The resolution of the committee shall be made by a majority of the members present at the committee where the majority of the members are present.

Total compensations for Directors, Audit & Supervisory Board Members, Outside Directors and Outside Audit & Supervisory Board Members combined for March 31, 2019

Categories Number of payees Amount of compensation, etc. (thousand yen)
Total Basic compensation Performance-linked Compensation Stock options
Directors Directors other than the following 10 673,496 303,496 370,000 -
Outside directors 3 26,619 26,619 - -
Total 13 700,115 330,115 370,000 -
             
Audit & supervisory board members Audit & supervisory board members other than the following 1 16,723 16,723 - -
Outside audit & supervisory board members 3 35,771 35,771 - -
Total 4 52,494 52,494 - -
             
Total 17 752,609 382,609 370,000 -

Notes:

  1. The above table includes amounts paid to two directors, who retired from the position as Director at the conclusion of the 72nd Ordinary General Meeting of Shareholders held on June 28, 2018.
  2. The compensation for Directors excludes the salary to be paid for service as officer or employee for Directors who concurrently hold a post of officer or employee of the Company.
  3. The amount of remuneration, etc. is shown with fractions of 1 thousand yen rounded off.

Total compensation exceeds 100 million yen (for the fiscal year ended March 31, 2019)

Name Total for each class of compensation
(thousand yen)
Total compensation
(thousand yen)
Basic
compensation
Performance-linked
Compensation
Stock
options
Yoshihisa Kainuma 122,001 100,000 - 222,001

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