Items Related to Board Directors
Items Related to Board Directors
Number of board directors in the Articles of Incorporation | 15 |
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Term of board directors in the Articles of Incorporation | 1 year |
Chairman of the Board of Directors | Chairman or president |
Number of board directors | 6 |
Status for appointment of outside board directors | Outside board directors are appointed |
Number of outside board directors | 2 |
Number of outside board directors designated as independent officers | 2 |
Outside Director
Outside Director(Audit and Supervisory Committee)
Kiyoshi Suzuki
Attendance at Board of Directors meetings: 16/16(Fiscal Year Ended March 31,2024)
Supplementary Explanation on Applicable Items | Reason for Appointment |
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He concurrently serves as a director of Discovery, Inc., an outside director of Sonocom Co., Ltd., and an outside director of Nichiei Kougyou Co., Ltd.; however, he has no capital or other interest in the Company. In addition, he has been appointed as an independent officer. | Kiyoshi Suzuki is a certified public accountant and tax accountant and has expertise in the areas of finance, accounting, tax affairs and auditing, as well as deep insight and experience suitable for Board Director of the Company. The Company nominates him as a candidate for Outside Board Director because it expects that he will continue to use his knowledge to make management decisions and supervise and provide advice on business execution from an objective standpoint independent of the management. Furthermore, he will take part in the selection of candidates for the Company’s Board Directors and in the decision on remuneration, etc. for Board Directors and other matters from an independent standpoint as a member of the Nomination and Remuneration Committees. |
Outside Director(Audit and Supervisory Committee)
Daisuke Takaba
Attendance at Board of Directors meetings: 16/16(Fiscal Year Ended March 31,2024)
Supplementary Explanation on Applicable Items | Reason for Appointment |
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He concurrently serves as an auditor of midorisangyou Co., Ltd.; however, he has no capital or other interest in the Company. In addition, he has been appointed as an independent officer. | Daisuke Takaba is an attorney and has expertise in the areas of corporate legal affairs and governance, as well as deep insight and experience suitable for Board Director of the Company. The Company nominates him as a candidate for Outside Board Director because it expects that he will continue to use his knowledge to make management decisions and supervise and provide advice on business execution from an objective standpoint independent of the management. Furthermore, he will take part in the selection of candidates for the Company’s Board Directors and in the decision on remuneration, etc. for Board Directors and other matters from an independent standpoint as a member of the Nomination and Remuneration Committees. Daisuke Takaba has no experience of involvement in company management in the past other than by serving as an outside officer. However, the Company judges he will appropriately fulfill his duties as an Outside Board Director based on the above reasons. |
Incentives
Status of measures for providing board directors with incentives | Restricted Shares |
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Persons Eligible for Stock Options | No measures implemented |
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Board Director Compensation
Disclosure Status (of Individual Board Director Remuneration) | Individual Disclosure Only for Some Items |
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Existence of Policy for Determining the Remuneration Amount and Calculation Method | Yes |
In addition, take it into consideration generally, and is decided while is composed of a monthly fixation reward (money reward) and stocks reward, and the reward of the board directors considers other companies standard, our achievements, the standard of the employee salary according to position rank, responsibilities, the holding the office number of years, the ratio of stocks reward of the money reward is doing it that do not almost exceed 20%.
Non-monetary compensation will be allocated in the form of restricted stock as compensation, etc., with the aim of sharing the benefits and risks of stock price fluctuations with shareholders and increasing motivation to contribute to raising stock prices and improving corporate value. The calculation is determined by reflecting the degree of achievement of the company's performance and is calculated by multiplying monetary compensation by a certain percentage.
・At the 35th Ordinary General Meeting of Shareholders held on June 25, 2015, the maximum amount of remuneration for directors of the Company was 700 million yen for directors (excluding directors who are Audit and Supervisory Committee members) (however, salary for employees was not included. ), and the maximum amount of directors who are Audit and Supervisory Committee members is 100 million yen per year. The number of directors (excluding directors who are Audit and Supervisory Committee members) at the time of the resolution was 9, and the number of directors under the Articles of Incorporation is 15 or less. The number of directors who are Audit and Supervisory Committee members at the time of the resolution was 3, and the number of Directors who are Audit and Supervisory Committee members in the Articles of Incorporation is 5 or less. The remuneration amount for directors is determined within the range of the amount resolved at the above general meeting of shareholders.In addition, the allotment of restricted stock within the above range for stock compensation, which is non-monetary compensation, was approved at the 43rd Ordinary General Meeting of Shareholders held on June 22, 2023. The total number of restricted stocks to be allotted to the Eligible Directors will be up to 100,000 shares per year. At the time of this resolution, the number of directors (excluding directors who are Audit and Supervisory Committee members) is three.
・Yukiharu Hida, the representative director delegated by a resolution of the Board of Directors, has the authority to determine the policy regarding the determination of the amount of remuneration and calculation method for directors. The reason knows environment or business condition to surround us well most and is decided after being because I judged it with a general viewpoint when I can decide the amount of reward of the board member, and having stood on the report result of the reward committee as the consultative body of the board of directors and the board of directors constituting an outside director with the majority in the decision of contents entrusted with. In the event of certain reasons for remuneration, we may take measures to reduce the remuneration based on the decision of the Board of Directors. In addition, the amount of remuneration for directors who are Audit and Supervisory Committee members is determined through discussions with the Audit and Supervisory Committee members.