Nomination Committee, Compensation Committee,and Audit Committee
| Nomination Committee | Compensation Committee | Audit Committee | |
|---|---|---|---|
| Composition of the Committee |
From left: |
From left: |
From left: |
| 3 people (2 Independent Directors / 1 Non-Executive Inside Director) | 3 people (3 Independent Directors) | 3 people (2 Independent Directors / 1 Non-Executive Inside Director) | |
| Reason for appointment of chairperson | Mr. Koge has long been involved in the management of listed companies representing the chemical and housing industries and has extensive experience and broad insight into corporate management in general. He has proactively spoken out at important meetings such as the Board of Directors, and as a member of the Nomination Committee, he has contributed to the committee's activities, such as formulating a succession plan for the president and selecting management personnel and developing candidates. Therefore, it was determined that he would be able to continue to demonstrate leadership as chairperson of the Nomination Committee, and he was appointed.
| As an attorney, Ms. Fujimoto is well versed in corporate law, particularly labor-related laws, and also has experience as an outside director at a listed company. At our company, she utilizes her extensive experience, deep insight and expertise to proactively speak up at important meetings such as the Board of Directors meetings. In addition, as chairperson of the Compensation Committee, she has led the committee's activities, including reviewing the compensation system for the Company's directors and executive officers and deliberating on determining compensation levels. Therefore, she was appointed because it was determined that she would be able to continue to demonstrate leadership in this role.
| Ms. Nishiyama has extensive experience in corporate management in general, having worked in research and development and environmental promotion at a leading listed company in the healthcare industry and also been involved in company-wide audits as a full-time auditing officer. She has proactively spoken out at important meetings such as the Board of Directors' meetings, and as a member of the Audit Committee she has conducted a wide range of audits of the Company and the Group, contributing to the activities of the Audit Committee. She was therefore judged to be able to lead the Audit Committee in its new role as Chairperson, and was therefore appointed.
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| Roles and Responsibilities | The Nomination Committee's roles are to decide on proposals to be submitted to the shareholders' meeting regarding the appointment and dismissal of directors, to select and dismiss the chairman of the Board of Directors and each committee, to make recommendations to directors regarding the appointment and dismissal of executive officers, and to make recommendations to the Board of Directors regarding the appointment and dismissal of directors and executive officers with titles (Chairman of the Board and President/CEO), as well as to formulate a succession plan for the Representative Executive Officer and President. The committee will consist of three or more members and will consist entirely of non-executive Inside Director and Independent Director. In addition, the majority of the committee members will be independent directors and, in principle, the chairperson will be an independent director. | Through Director and Executive Officer Compensation, the Compensation Committee encourages Executive Officers to execute their duties in accordance with the corporate philosophy and management strategy, and by providing strong motivation for achieving challenging management goals with appropriately controlled risks, it aims to develop human resources and foster a corporate culture. In addition, we will strive to achieve sustainable growth for the company and increase corporate value over the medium to long term by establishing a compensation system and level for directors that reflects their roles as directors as stipulated in this policy, including the supervision of the execution of their duties. The committee will consist of three or more members and will consist entirely of non-executive Inside Director and Independent Director. In addition, the majority of the committee members will be independent directors and, in principle, the chairperson will be an independent director.
| The Committee plays a part in the supervisory function performed by the Board of Directors and, as an organization that supervises the execution of duties by executive officers and directors, performs its duties appropriately. As a result, companies and corporate groups will take into consideration the interests of various stakeholders, strive to collaborate with these stakeholders, achieve healthy and sustainable growth and create medium- to long-term corporate value, and strive to establish a high-quality corporate governance system that is worthy of social trust. The committee will consist of three or more members and will consist entirely of non-executive Inside Director and Independent Director. In addition, the majority of the committee members will be independent directors and, in principle, the chairperson will be an independent director.
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