Advice to the Board of Directors from the Appointment and Nomination Advisory Committee and Compensation Advisory Committee
First written in FY2018. 2 of 5 entries say "Restated". Latest entry: FY2023.
- FY2023AdvancedAnnual report
「g. Nomination Advisory Committee Composed of directors, including outside directors, the committee deliberates on the appointment and dismissal of directors and executive officers, the appointment and dismissal of the Representative Director, succession planning for the Representative Director, and the formulation of necessary basic policies and criteria, and submits reports and provides advice and recommendations to the Board of Directors. It also provides advice to the Audit and Supervisory Committee. h. Compensation Advisory Committee Composed of directors, including outside directors, the committee deliberates on compensation for directors and executive officers, including the formulation of compensation policies, revisions to the compensation system and the formulation of performance targets, and submits reports and provides advice and recommendations to the Board of Directors. It also provides advice to the Audit and Supervisory Committee.」
Executive officers were added to the scope of both advisory committees. The Nomination Committee now expressly covers succession planning for the Representative Director, while the Compensation Committee expressly covers compensation policies, revisions to the compensation system and the formulation of performance targets. The committees also acquired an advisory function for the Audit and Supervisory Committee. - FY2022AdvancedAnnual report
「g. Nomination Advisory Committee Composed of directors, including outside directors, the committee deliberates on the appointment and dismissal of directors and Audit & Supervisory Board members, the appointment and dismissal of the Representative Director, succession planning for the Representative Director, and the formulation of necessary basic policies and criteria, and submits reports and provides advice and recommendations to the Board of Directors. It also provides advice to the Audit & Supervisory Board. h. Compensation Advisory Committee Composed of directors, including outside directors, the committee deliberates on compensation for directors and Audit & Supervisory Board members, including the formulation of compensation policies, revisions to the compensation system and the formulation of performance targets, and submits reports and provides advice and recommendations to the Board of Directors. It also provides advice to the Audit & Supervisory Board.」
The scope of the Nomination Advisory Committee was specified to include the appointment and dismissal of Audit & Supervisory Board members and succession planning for the Representative Director, while the Compensation Advisory Committee's scope was expanded to include compensation policies, revisions to the compensation system and the formulation of performance targets, thereby specifying the matters on which both committees provide advice. - FY2020-Q3RestatedAnnual report
「Specifically, to enhance the transparency of the Board of Directors and strengthen its oversight function, the Company has appointed 2 independent outside directors. It has also established a Nomination Advisory Committee and a Compensation Advisory Committee, each chaired by an independent outside director and composed of a majority of independent outside directors.」
Reiterates the appointment of 2 independent outside directors and the structure of the Nomination Advisory Committee and Compensation Advisory Committee, each chaired by and composed primarily of independent outside directors. - FY2020-Q2RestatedAnnual report
「Specifically, to enhance the transparency of the Board of Directors and strengthen its oversight function, the Company has appointed 2 independent outside directors. It has also established a Nomination Advisory Committee and a Compensation Advisory Committee, each chaired by an independent outside director and composed of a majority of independent outside directors.」
Reiterates the structure comprising 2 independent outside directors and Nomination and Compensation Advisory Committees chaired by and composed primarily of independent outside directors. - FY2018First statedAnnual report
「e. Nomination Advisory Committee: Composed of directors, including outside directors, the committee deliberates on the appointment and dismissal of directors and other matters and provides advice and recommendations to the Board of Directors. f. Compensation Advisory Committee: Composed of directors, including outside directors, the committee deliberates on director compensation and other matters and provides advice and recommendations to the Board of Directors.」
The Company has established a Nomination Advisory Committee and a Compensation Advisory Committee composed of directors, including outside directors, to advise and make recommendations to the Board of Directors on the appointment and dismissal of directors and on compensation.