1. |
Objectives of strengthening of corporate governance |
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We recognize that strengthening corporate governance and increasing its transparency are vital in terms of realizing secure and improved corporate value and shareholders' interests. Based on this recognition, we have shortened the term in post of all our directors from two years to one year to clarify the directors' responsibilities, and the above decisions are part of this reform. We are now examining the directors' compensation system in relation to improving shareholders' interests. While preparing the above measures, we will make further efforts to strengthen our corporate governance. |
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2. |
Reform of directors' compensation system |
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(1) |
Eliminating the retirement allowance system for directors
We will eliminate the retirement allowance system for directors at the conclusion of the regular shareholders meeting this year and integrate it into the standard compensation system. Up to the date of the regular shareholders meeting, the retirement allowance will be paid to eligible directors on the day they leave their office. Outside directors remain eligible for the lump-sum payment. |
(2) |
Eliminating the retirement allowance system for Audit & Supervisory Board Members
We will eliminate the retirement allowance system for auditors at the conclusion of the regular shareholders meeting and integrate it into the standard compensation system. |
(3) |
Introduction of corporate performance related pay system
We will introduce a corporate performance related pay system that reflects the business results of the company and of each department during the preceding year as the standard compensation system for our directors. We will consider the details of the system and its date of introduction, taking account of this year's business results, this being the first year of our medium-term business plan. |
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3. |
Increasing the number of outside directors |
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We will increase the number of outside directors from the present one director to three directors to obtain useful business advice from a broader perspective, while increasing the fairness and transparency of our management. At the same time, we will invite a highly independent candidate to act as our outside auditor. The candidates for outside directors and auditor are as follows:
(1) |
Candidates for new outside directors
Tadashi Kato
Former President of Sansei Lease Co., Ltd.
Masahiro Kurokawa
Former Vice President of Zojirushi Corporation
Koichi Kita
Incumbent Managing Director and Operating Officer
Daiwabo Co., Ltd. |
(2) |
Departing director
Hajime Kanno |
(3) |
Candidate for new External Audit & Supervisory Board Member
Hirokazu Yamamoto
Current President of Universal Traffic Management Society of Japan
Former Chief of Osaka Prefectural Police |
(4) |
Departing Audit & Supervisory Board Member
Haruta Muto |
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