Nominating and Remuneration 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 Nominating and Remuneration Committee
Made up of Representative Director and outside directorsall Outside Directors who are not Audit & Supervisory Committee Members. (The Chairperson is a lead independent outside director)

Functions of the Nominating and Remuneration 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 succession plan of directors and executive officers.

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 three Internal Directors, including Representative Director, and all Outside Directors. (The Chairperson is a lead independent outside director)

Functions of the Governance Committee

① Review and make recommendations for the role of corporate governance.

② Analysis of Board Effectiveness Assessment Results.

Evaluating the Effectiveness of the Board of Directors as a Whole

Summary of Evaluation Results for FY2022
Based on the outcome of the survey analysis, the results were discussed at the Board of Directors and Governance Committee, and generally affirmative evaluations were obtained regarding the roles, operation, composition, etc. of the Board of Directors. In this way, we have verified that the effectiveness of the Board of Directors is being ensured. On the other hand, views were also expressed and shared on issues that need to be addressed in order to raise the Board’s effectiveness. Among these are discussions concerning medium- to long-term management strategy and strengthening of the Group’s internal controls. In light of these evaluations, the Company will respond promptly after the Board of Directors and Governance Committee have fully examined these issues, and it will continually promote initiatives that produce a better functioning Board of Directors.