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For Investors -FOR INVESTORS-
Corporate Governance

Structure of Corporate Governance

Reference Material
  • Corporate Governance (591KB)
  • (As of Apr. 17, 2018 )

    Morphology

    A Company with Board of Company Auditors;

    The details of the board of directors

    Chairperson President
    The number of director Five
    The number of external director Two (independent officer)
     

    The detail of Audit & Supervisory Board

    Having Audit & Supervisory Board or not member We have
    The number of Audit & Supervisory Board Three
    The cooperation of Audit & Supervisory Board member and accounting auditor and Inside inspection team Audit & Supervisory Board receives the report about each important point inspection item and the report about the inspection result from Inside inspection team and accounting auditor.
    By taking this measure that each enforcement team exchange of opinions each other, it can enhance mutual cooperation and raise effect of the inspection
    The election of externalr We elected
    The number of externalrs Two(Independent auditor)
     

    external director

    Full name
    Detail
    Yoshinari Fujimoto From other company
    Akira Murakami From other company
     
    Full name
    Independent officer
    Footnote
    The reason of election
    Yoshinari Fujimoto
    -
    Regarding these external directors’ and/or independent officers’ relationships with our company, no standards of independence or weighted disclosure conditions are applicable, and since they hold no special interests vis a vis our company, there is no risk of a conflict of interest with general shareholders occurring. Since they have experience as representative directors of listed companies, and because they can provide appropriate advice and opinions, they have been elected as external directors and/or independent officers.
    Akira Murakami
    -
    Regarding these external directors’ and/or independent officers’ relationships with our company, no standards of independence or weighted disclosure conditions are applicable, and since they hold no special interests vis a vis our company, there is no risk of a conflict of interest with general shareholders occurring. Since they are able to conduct auditing from a fair and neutral position, have good ethical perspectives as specialists due to being SME management consultants/administrative scriveners, and can provide appropriate advice and opinions, they have been elected as external directors and independent officers.
     

    external Auditor

    Full name
    Detail
    Hideo Nakoshi From other company
    Nobuhiro Harada From other company
     
    Full name
    Independent officer
    Footnote
    The reason of election
    Hideo Nakoshi
    -
    There is not the fear that profit reciprocity produces with a general shareholders between us because there is not the special interest without corresponding to an independency standard and disclosure weighting requirements in the relations with us.
    He is fair, and inspection is possible by a neutral viewpoint.
    And, He is a lawyer.
    So, we elected him as external inspector and an independence auditor be able to have appropriate advice, proposal having outlook on high ethic as the occupation expert.
    Nobuhiro Harada
    -
    There is not the fear that profit reciprocity produces with a general shareholders between us because there is not the special interest without corresponding to an independency standard and disclosure weighting requirements in the relations with us.
    He is fair, and inspection is possible by a neutral viewpoint.
    And, He is CPA and tax counselor.
    So, we elected him as external inspector and an independence auditor be able to have appropriate advice, proposal having outlook on high ethic as the occupation expert.
     

    Activity contents of external director(auditor)

    Director Takashi Okita
    He attended at 13 of 14 times of boards of directors in this fiscal year.
    He spoke appropriately as needed from the standpoint as a manager.

    Auditor Hideo Nakoshi
    He attended at all 18 times of boards of directors and all 13 times of audit & supervisory board meeting in this fiscal year.
    He spoke appropriately as needed from the standpoint as a lawyer.

    Auditor Nobuhiro Harada
    He attended at all 17 times of boards of directors and all 12 times of audit & supervisory board meeting in this fiscal year.
    He spoke appropriately as needed from the standpoint as a CPA and tax counselor.

    Support system of external director and auditor

    In the board of directors, He receives the report that it is as a result of inspector inspection and audit, and the external director proposes advice to secure the decision-making appropriate nature of the board of directors as needed.

    external auditor, He cooperates with a regular inspector closely and shares information necessary for monitoring of the management. In addition, through supervisory board, I take accounts inspector and domestic inspection room and the close cooperation and act for the appropriateness-related security of duties.

    Executive compensation

    Based on our following director reward official regulations, I disclose it in the 24th securities report.
    Contents of a method of the executive compensation decision and the policy.
    We decide the amount of compensation of each director based on director compensation official regulations to determine by a decision from the Board of Directors as follows, and the summaries of the director compensation official regulations concerned are as follows.

    A.The policy of director's compensation

    1.The purposes are follow.
    We want to find an excellent talented person as our director.
    It possible to improves the management will as the director and to show the maximum management skills.
    The responsibility for the management of the director clear.

    2.As a general rule, the compensation of the director assumes it follows.
    1) Basic compensation of the fixed amount
    2) Achievements interlocking movement compensation of the fiscal year concerned paid depending on achievements. But this rule intends for a director corresponding to duties operating officer fixed for Corporate Tax Law Article 34 Clause 1 third, and the external director shall not intend.
    In addition, a director may be given a share acquisition compensation as incentive for the improvement of our corporate value appropriately.

    B.Basic determination policy of compensation

    1.As for the executive compensation, the board of directors decides the following for the cause.
    As for the total sum of the basic reward of all directors, 80% of the amount of reward total sum upper limit of all directors determined by a general meeting of shareholders (I say "the amount of this reward total sum upper limit" as follows) considerably do a sum with the upper limit.
    Based on the policy of the preceding article, I consider the business results of us of the pre-fiscal year and our connection group (I say our subsidiary where our and is targeted for consolidated accounts and affiliates and agree as follows).

    2.Within the amount of 80% equivalency of the amount of this reward total sum upper limit, the representative director who received commission in view of the contribution degree to the achievements of the number of the director, presence, job specifications of the power of representation, post to take charge of, us for the former fiscal year and we connection group, personal ability, experience from the board of directors or the board of directors decides the amount of basic reward of each director.

    3.As for this reward total sum upper limit frame and basic reward of each director, by a one-twelfth shall be provided with fate, the basic reward of each director every month in one year of the next ordinary general meeting of shareholders holding month from the next month of the ordinary general meeting of shareholders holding month.

    4.When a review of the amount of basic reward of each director is necessary(ex.the number of the director has changed, various elements of each director has changed), by a resolution of the Board of Directors, I confirm that I can review the amount of basic reward of each director within the basic reward total sum.

    C.Determination of achievements interlocking movement reward standard

    1.Achievements interlocking movement reward will provides that the profit before income taxes in this fiscal year with a frame calculated by the following calculation methods after current annual general meeting of shareholders.

    (1)Achievements interlocking movement reward on this fiscal year is that assumes it the sum that multiplied "Achievement degree coefficient of the earning forecast formulated in the beginning of the fiscal year" by the profit before income taxes in this fiscal year.

    But if these amounts of money exceed amount of money that subtracted the amount of basic reward from the amount of reward upper limit, amount of money that subtracted the amount of basic reward from the amount of reward upper limit is achievements interlocking movement reward.

    In addition, about some items of expenditure to calculate after a profit and loss decision including public imposts, we reflect the result that I calculated reasonably in .the profit before income taxes.

    1) The amount of interlocking movement with the profit before income taxes It is the following net totals.

    The profit before income taxes(consolidated basis)
    More than 0 yen, less than 800 million yen :For 3% of amount that listed in the left.
    Above 800million yen, less than 1.6 billion yen: For 5% of amount that listed in the left.
    Above 1.6 billion yen:For 7% of amount that listed in the left.

    2) "Achievement degree coefficient of the earning forecast formulated in the beginning of the fiscal year"

    It is the numerical value that divided current consolidated net income in it forecast formulated in the beginning of the fiscal year.It calculates it as follows.

    Current net income ÷ net income formulated in the beginning of the fiscal year
    less than 0.7:0
    Above 0.7, less than 0.8:0.5
    Above 0.8, less than 0.9:0.75
    Above 0.9:1

    (2)We provide with achievements interlocking movement reward to internal directors on this fiscal year according to the following calculation methods.In addition, less than 1,000 yen shall cut it off. It is provided within one month later of the annual general meeting of shareholders.
    President & CEO is decided at the concrete supply time.

    Achievements interlocking movement reward to internal directors
    = (Total Achievements interlocking movement reward × Ratio for the total sum

    (3)Ratio for the total sum
    This ratio is determined by President & CEO before submitting financial statement report.
    President & CEO determine this ratio in consideration of the responsibilities of the director, the contribution degree for achievements, circumstances of other diversity

    (4) Internal directors must donate the 20% share of this reward to directors' stock sharing company.
    Furthermore, this ratio in FY2017 was follows
    President & CEO Hirofumi Toyoda:34%
    Director & CFO Teppei Kinoshita:18%
    Director & COO/CMO Junzo Osada:18%
    Director & CTO Akira Kato:18%
    Director Mizuaki Ohashi:12%
    Note:The reward assumes it an amount of money that does not become less than 0 yen.
    Detail of officer’s compensation
    Kind of the officer
    Total amount
    Officer’s fee
    Officer’s bonus
    The number of persons
    Internal director
    88.38 million yen
    60.09 million yen
    28.29 million yen
    4
    Internal auditor
    8.40 million yen
    8.40 million yen
    -
    1
    External officer
    7.00 million yen
    7.00 million yen
    -
    3
     
    Notes:
    1. This officer's compensation is not include a salary for a servant.
    2. The director's reward limit in FY2017, exclude a salary for a servant was 170 million yen a year.
    3. The auditor's reward limit in FY2017 was 30 million yen a year.

    Reference:Organizational chart

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