Governance Committee

Interview with an Outside Director Outline of Corporate Governance Governance Committee Director Compensation System Management Replacement Cycle Appointment Guideline for Outside Directors Business Risk Compliance

Governance Committee

Governance Committee

A “voluntary” committee that assesses director performance, and deliberates on proposals for board organization for the next term, candidates for director positions and other matters.

Composition of the Governance Committee
Made up of representative directors, outside directors and outside Audit and Supervisory Board members. (The Chairperson is a lead independent outside director)

Functions of the Governance Committee

① Collate and report on the results of mutual assessments of directors.

② Deliberate and submit findings regarding proposals for board organization for the next term (directors and executive officers) as formulated by the representative directors and director candidates proposal (both reappointments and new appointments).
Note: The representative director cannot present proposals for board organization for the next term and director candidates proposal without the prior deliberation of the Governance Committee.

③ Deliberate and submit findings regarding proposals for performance-linked incentive compensation.

④ Review and make recommendations for the role of corporate governance.

Corporate Governance Committee Director Assessment System

Corporate Governance Committee Director Assessment System

Evaluating the Effectiveness of the Board of Directors as a Whole

Evaluating the Effectiveness of the Board of Directors as a Whole

Summary of Evaluation Results for FY2020
Based on the confirmed evaluation results, the Board of Directors verified from the perspectives of the Board of Directors’ management and supervisory functions, the outside directors' activities and contribution, objectivity and systemization of the appointment process for directors and executive officers as well as the leadership of the organization's top management that the Company is being managed well overall and there are currently no areas requiring major improvement.