- Nomination Committee
- Skills Matrix
- Status of Outside Directors
- Standards for the Independence of Outside Directors
Nomination Committee
The Nomination Committee, presided over by an Independent Outside Director, consists of all the Independent Outside Directors who are not Audit and Supervisory Committee Members, along with the Representative Director, President and Chief Executive Officer. For auditing purposes, one member appointed by the Audit and Supervisory Committee attends the Nomination Committee’s meetings. The Committee deliberates on the nomination of Director candidates, the appointment and dismissal of the President and Chief Executive Officer, and disciplinary matters, and it then reports its findings to the Board of Directors.
| Members | Three Independent Outside Directors, One Inside Director |
|---|---|
|
Masashi Hiraiwa (Chairperson / Independent Outside Director) Seiichi Koike (Independent Outside Director) Emiko Hamada (Independent Outside Director) Katsuya Sase (Representative Director, President and CEO) |
Status of activities of Nomination Committee (fiscal 2024)
| Number of meetings held | 6 |
|---|---|
| Main matters under deliberation |
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Skills Matrix
◎Chairperson ○Member
| Name | Main areas of expertise and experience | Nomination Committee |
Remuneration Committee |
||||||
|---|---|---|---|---|---|---|---|---|---|
| Corporate management |
Technology/ R&D |
Sales/ Marketing |
International experience |
Finance/ Accounting |
Legal | ESG/ Sustainability |
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| Katsuya Sase | ● | ● | ● | ● | ○ | ○ | |||
| Tomomitsu Fukuda | ● | ● | ● | ● | |||||
| Toshiyuki Watanabe | ● | ● | ● | ||||||
|
Masashi Hiraiwa
|
● | ● | ◎ | ○ | |||||
|
Seiichi Koike
|
● | ● | ● | ○ | ◎ | ||||
|
Emiko Hamada
|
● | ● | ● | ○ | ○ | ||||
| Toshimitsu Honda (Full-time Audit and Supervisory Committee Members) |
● | ● | |||||||
|
Tomomi Fujita
|
● | ● | |||||||
|
Tomoko Tsunoda
|
● | ● | ● | ||||||
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Notes: 1.Note that the table above does not necessarily show all experience and knowledge that the Directors have.
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2.One (1) Audit and Supervisory Committee Member, designated by the Audit and Supervisory Committee for audit purposes, attends meetings of both the Nomination Committee and the Remuneration Committee.
| Name of Skill | Reason for Selection of Skill |
|---|---|
| Corporate management | To formulate and execute management strategies and supervise management to enhance our corporate value sustainably. |
| Technology / R&D | To create high-value electronic components, focusing on high-end and highly reliable products, and secure market dominance. |
| Sales / Marketing | To formulate and implement appropriate strategies with the aim of adapting to the diverse and rapidly changing business environment. |
| International experience | To appropriately supervise the formulation and execution of strategies and business operations in our globally active Group, where a high percentage of sales comes from overseas markets. |
| Finance / Accounting | To develop financial strategies and capital policies that align with management strategies and to carry out IR activities, taking into account demands from capital markets. |
| Legal | To ensure compliance with applicable laws and corporate ethics, to meet the trust of all stakeholders, and to build and implement a system that enables healthy, proper, and efficient business execution. |
| ESG / Sustainability | To recognize that ESG factors can present both opportunities and risks for management and to contribute to creating a sustainable society by addressing social issues through business activities. |
Status of Outside Directors
The Company appoints three Outside Directors who are not Audit & Supervisory Committee Members and two Outside Directors who are Audit & Supervisory Committee Members.
Outside Directors of the company have knowledge, experience, etc. as a manager or technology developers at other companies, or expertise, experience, etc. as attorney or certified public accountant, and bearing the functions of auditing and supervising management from a fair and objective standpoint independent of of business execution. The company actively appoints Outside Directors based on the belief that the opinions of Outside Directors based on the perspectives of various stakeholders, including shareholders and their broad insights will contribute to the sustainable growth and medium- to long-term enhancement of corporate value.
Standards for the Independence of Outside Directors
In order to ensure the independence of Outside Directors, the Company has established its "Standards for the Independence of Outside Directors" in addition to the requirements of Outside Directors stipulated in the Companies Act and the independence standards stipulated by the Tokyo Stock Exchange. The outline is as follows.
Standards for the Independence of Outside Directors (Summary)
- Relationships with Shareholders
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A director, audit & supervisory board member, accounting advisor, executive officer, operating officer, or employee of any of the major shareholders (holding 10% or more) of the Company
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An individual who in the past five (5) years has been an officer or employee of any of the current major shareholders of the Company
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An individual who is a director, accounting advisor, executive officer, operating officer or employee of a company for which the Company is a major shareholder
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- Relationship with Corporate Clients
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An individual of whom the Company or one of its current subsidiaries is a major corporate client (accounting for 2% or more of the previous year's consolidated gross revenue)
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An individual of whom the Company or one of its current subsidiaries has been a client in the last three (3) years
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An individual who is a major client of the Company, or who has been a major client of the company in the last three (3) years
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- Relationships of Financial Interest
- An individual who is a current director, accounting advisor, executive officer, operating officer or employee of a company or of one of its parent or subsidiary companies that employs a director or audit & supervisory board member from the Company or one of the Company's current subsidiaries.
- Providers of Specialized Services
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An individual who is an employee, partner, or working staff member of a certified public accountant or auditing firm that is an accounting auditor or accounting advisor of the Company or of one of its current subsidiaries.
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An individual not fulfilling any of the above criteria, but who is a certified public accountant, tax accountant, attorney, or other kind of consultant, and who, apart from director remuneration, has received from the Company or one of its current subsidiaries money or other property benefits averaging ¥10 million or more annually in the last three (3) years.
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- Close Relatives
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A relative within two (2) degrees of kinship of, or living together with, an executive director, operating officer, major shareholder, major client, or an officer of a major creditor of the Company or of one of its current subsidiaries.
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An individual who has a relative within two (2) degrees of kinship, or a relative living together with the individual, who is an employee or partner of an accounting auditing firm of the Company or one of its current subsidiaries.
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An individual who has a relative within two (2) degrees of kinship, or a relative living together with the individual, who is an attorney or other kind of consultant who, apart from director remuneration, has received from the Company or one of its current subsidiaries money or property benefits averaging ¥10 million or more annually for the last three (3) years.
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An individual who has a relative within two (2) degrees of kinship, or a relative living together with the individual, who is a director, audit & supervisory board member, accounting advisor, executive officer, or corporate officer of a company that employs a director or audit & supervisory board member from the Company or one of the Company's current subsidiaries.
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