- Basic Policy for Corporate Governance
- Corporate Governance Structure
- Internal Control System
- Standards for the Independence of Outside Directors
- Remuneration for Corporate Officers
Standards for the Independence of Outside Directors (Summary)
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.
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
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
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.
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.
Note: The above content is not a strict description of "Standards for the Independence of Outside Directors" established by the Company.
