Nomination Committee・Compensation Committee

Nomination Committee

  • The Nomination Committee is established to deliberate matters required for the nomination of Members of the Board and Corporate Officers at the request of the Board of Directors and contribute to the enhancement of management transparency.
  • The Nomination Committee consists of at least three Members of the Board, of whom Members of the Board (Outside) form a majority, and is chaired by a Member of the Board (Outside).

Members

Chairperson:

  • Noritaka Uji, Member of the Board (Outside)

Members:

  • Tsuguya Fukui, Member of the Board (Outside);
  • Kazuaki Kama, Member of the Board (Outside);
  • Sawako Nohara, Member of the Board (Outside)

Observer:

  • Tateshi Higuchi, Member of the Audit and Supervisory Board (Outside);

Compensation Committee

  • The Compensation Committee is established to deliberate matters required for a policy on compensation of Members of the Board and Corporate Officers at the request of the Board of Directors and contribute to the enhancement of management transparency.
  • The Compensation Committee consists of at least three Members of the Board, of whom Members of the Board (Outside) form a majority, and is chaired by a Member of the Board (Outside).

Members

Chairperson:

  • Kazuaki Kama, Member of the Board (Outside)

Members:

  • Noritaka Uji, Member of the Board (Outside);
  • Tsuguya Fukui, Member of the Board (Outside);
  • Sawako Nohara, Member of the Board (Outside)

Observer:

  • Sayoko Izumoto, Member of the Audit and Supervisory Board (Outside);

Basic Design of Remuneration for Members of the Board and Member of the Audit and Supervisory Board

  • Remuneration for Members of the Board (excluding Members of the Board (Outside)) is designed such that it contributes to maximization of corporate value. Specifically, in addition to a basic, fixed remuneration, performance based bonuses serving as short-term incentive and restricted share-based remuneration serving as long-term incentive are adopted as variable remunerations.
  • In order to ensure that Members of the Board (Outside) and Members of the Audit and Supervisory Board exercise a sufficient supervisory function over the management, the Company pays only basic remuneration without short- or long-term incentives.

Procedures for Determining Remuneration for Members of the Board and Members of the Audit and Supervisory Board

  • The General Meeting of Shareholders has approved a basic remuneration of Members of the Board at a maximum limit of ¥450 million per fiscal year and a total amount of restricted share-based remuneration to be granted to Members of the Board at a maximum limit of ¥140 million per fiscal year. Performance based bonuses are approved by the General Meeting of Shareholders for the relevant fiscal year.
  • The General Meeting of Shareholders has approved a basic, fixed remuneration of Members of the Audit and Supervisory Board, which shall be the only remuneration they receive, at a maximum limit of ¥120 million per fiscal year.

Who We Are

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