Board of Directors

Board of Directors, Audit & Supervisory Board, Committees, etc.

To ensure effective functioning of our corporate governance, the Company has established a system which enables the Board of Directors to execute its management oversight function with a high degree of independence, with independent outside directors accounting for more than one-third of the total number of directors.

The Company's Audit & Supervisory Board consists of corporate auditors, including outside auditors, in order to further enhance the fairness, soundness, and transparency of management. To strengthen management monitoring and supervisory functions, the Company has appointed corporate auditors with expertise and knowledge of finance and accounting, and the corporate auditors collaborate with the internal audit department and accounting auditors.

In addition, the Company has established a Compliance Committee that deliberates on important compliance-matters and monitors the status of implementation, and the Risk Management Committee that promotes consistent risk management initiatives for the Company. Furthermore, in April 2021, we have established the ESG Committee to promote sustainability management practices across the entire group by responding to important issues related to SDGs.

Compensation for Officers

The compensation for the Company's directors (excluding outside directors) consists of basic remuneration (monetary remuneration) as fixed remuneration and restricted stock compensation (non-monetary compensation). The amount of the monetary remuneration is determined by the Compensation Committee under delegation from the Board of Directors. Outside directors, who are responsible for supervising functions, shall be paid only basic remuneration (monetary remuneration) as fixed remuneration in light of their duties.

Non-monetary compensation consists of shares of the Company's common stock that are subject to a certain period of restriction on transfer and events of free acquisition by the company and other terms. We have adopted the restricted stock compensation with a view to give incentives to strive for the continuous enhancement of our corporate value and to promote further sharing of values between directors (excluding outside directors) and shareholders.

Classification of officers Total amount of
compensation, etc.
(in million yen)
Total amount of compensation, etc.
by classification (in million yen)
Number of
eligible officers
Basic
remuneration
Performancebased
remuneration, etc.
Non-monetary
compensation, etc.
Directors
(outside directors)
200(20) 187(20) - 12(-) 10(4)
Corporate auditors
(outside corporate auditors)
48(28) 48(28) - - 4(3)
Compensation for directors and corporate auditors, etc.

Policy and Procedures for Nominating Candidates
for Directors

The Nomination Committee and the Compensation Committee, with the majority of members consisting of independent outside directors have been established to consider important matters such decisions on the nomination and remuneration of management and directors. The committees will review the appointment and dismissal of directors, etc, and decisions on remuneration in an effort to improve the independence, objectivity and accountability of the Board of Directors' functions.

In selecting candidates for directors, we consider candidates with the character and insight suitable for directors and will contribute to the sustainable growth of the Group. For internal director roles, we select candidates who are considered to have the expertise, experience, and capabilities in their areas of responsibility.

As for outside director roles, we select nominees from a wide range of candidates who have abundant experience as corporate managers and a high level of insight into world affairs, social and economic trends, etc., so that they can be expected to supervise management from a broader perspective and from an independent standpoint, further enhance the transparency and fairness of management, and provide appropriate advice on management from a medium- to long-term perspective.

Other Corporate Governance Initiatives