• Sitemap
  • Inquiries
  • JAPANESW
Search

Menu

Securities code: 5384

Font Size

  • S
  • M
  • L

Corporate Governance

Criteria for Independence of Outside Directors

The Company deems that an outside director has independence when he/she does not meet any of the following:

1.Relations with the Company

  • (1)A person who is a director or an employee of the Company or any of its subsidiaries or affiliates

2.Relations with shareholders

  • (1)A person who is a director, corporate auditor, accounting advisor, operating executive, executive officer (hereinafter an "executive") or an employee of a company that is a major shareholder (with 10% or more of voting rights) of the Company
  • (2)A person who was an executive or employee of a major shareholder of the Company in the past five years
  • (3)An executive or employee of a company of which the Company is a major shareholder

3.Relations with trading partner companies

  • (1)A person for whom the Company or any of its subsidiaries and affiliates was a major trading partner (*1) in the past three years
    *1 Major trading partner: a partner whose sales to the Company or any of its subsidiaries and affiliates exceeded 1% of (annual) consolidated sales
  • (2)A person who was a major trading partner (*2) for the Company in the past three years
    *2 Major trading partner: a partner whose trading with the Company totaled 1% or more of the Company's (annual) consolidated sales

4.Person with economic interests

  • (1)An incumbent executive or employee of a company that accepts a director or corporate auditor from the Company or any of its subsidiaries and affiliates, or of its parent company or subsidiary

5.Person who provides technical service

  • (1)A certified public accountant or a member, partner or employee of an audit firm that is an accounting auditor or accounting advisor of the Company or any of its subsidiaries and affiliates
  • (2)A certified public accountant or a member, partner or employee of an audit firm that was an accounting auditor or accounting advisor of the Company or any of its subsidiaries and affiliates and was in charge of audits of the Company or any of its subsidiaries and affiliates in the past three years (including one who has resigned or retired)
  • (3)A certified public accountant, tax accountant, attorney, or other consultant who does not meet the conditions above and has received a financial profit of \10 million or more in cash or others annually on average in the past three years in other ways than compensation to a director from the Company or any of its present subsidiaries

6.Close relative

  • (1)A relative within the second degree of kinship to, or a relative who lives with of an executive director or Executive Officer of the Company or any of its subsidiaries and affiliates, a major shareholder, a major trading partner, or an executive of a major creditor
  • (2)A person whose relative within the second degree of kinship or a relative who lives with him/her is an accounting auditor or an employee or partner of an audit firm of the Company or any of its present subsidiaries
  • (3)A person whose relative within the second degree of kinship or a relative who lives with him/her is an attorney or other consultant who has received a financial profit of \10 million or more in cash or others annually on average in the past three years in other ways than compensation to a director from the Company or any of its present subsidiaries
  • (4)A person who is a relative within the second degree of kinship with, or a relative who lives with of a director, corporate auditor, accounting advisor, operating executive or executive officer of a company that accepts a director or corporate auditor from the Company or any of its subsidiaries or affiliates

Page Top