Nomination and Compensation Advisory Committee and Board Effectiveness Evaluation
First written in FY2016. 12 of 16 entries say "Advanced", first in FY2017. Latest entry: 2026-09-18.
4 other companies' latest entry also says "Restated".
- FY2026AchievedAnnual report
「As of the date of submission of this Annual Securities Report, the Board comprises 13 members, including 4 women. ... The Company has appointed 7 outside directors, who constitute a majority of the Board. ... The Board is chaired by outside director Michitaka Sawada (澤田道隆).」
The planned majority of outside directors and an outside-director chair were achieved, resulting in a Board comprising 7 outside directors among 13 members and chaired by an outside director. The Nomination and Compensation Advisory Committee was also split into two committees in June 2025. - FY2025AdvancedAnnual report
「The proposal to elect 13 directors has been submitted as an agenda item for the ordinary general meeting of shareholders scheduled for 23 June 2025. If the proposal is approved, outside directors will constitute a majority of the Board. In addition, at a Board meeting scheduled for the same day after the general meeting, the Company plans to elect outside director Michitaka Sawada (澤田道隆) as chair of the Board.」
The Company indicated that, after the general meeting, outside directors would constitute a majority of the Board, compared with the current policy of at least one-third, and that an outside director would chair the Board. The Nomination and Compensation Advisory Committee is also scheduled to be split into a Nomination Advisory Committee and a Compensation Advisory Committee. - FY2024AdvancedAnnual report
「The committee deliberates on succession plans for the Group CEO, executive officers and presidents of operating companies and monitors successor candidates. Committee members may also propose the timing of a change in the Group CEO.」
The role of the Nomination and Compensation Advisory Committee was expanded beyond candidate nominations and compensation deliberations to include succession plans for the Group CEO and others, monitoring successor candidates, and proposing the timing of a change. - FY2023AdvancedAnnual report
「By delegating authority to the operating companies, the Company's Board of Directors is to enable speedy decision-making led by the operating companies while focusing on decisions concerning matters important to the Group and sound, appropriate monitoring. Its focus is on deciding the Group's medium- to long-term strategy and important group matters, and supervising the Group through group governance and risk management. ... The Board comprises 13 members, including 2 women, and 6 outside directors have been appointed.」
Regarding the Board of Directors after the transition to a holding company structure, the Company specified the delegation of authority to the operating companies and the holding company's focus on strategy-setting and supervision, and disclosed a structure comprising 6 outside directors and 2 women among 13 members. - FY2022AdvancedAnnual report
「The Board of Directors is to focus on determining management strategy from a group-wide perspective and supervising the operating companies, as the decision-making body for matters concerning the Group as a whole, in order to achieve both speedy, strategic decision-making and sound, appropriate monitoring, while ensuring rigorous autonomous responsibility-based management by the operating companies. To fulfill this role, the Company's Board comprises 12 directors, including 5 outside directors, with outside directors accounting for at least one-third of the Board, including 2 women.」
In line with the transition to a holding company structure, the Board was established with 12 members, including 5 outside directors and 2 women, and its role was focused on deciding group strategy and supervising the operating companies. - FY2021AdvancedAnnual report
「Through discussions at Board meetings on the Group's future structure in preparation for the transition to a holding company structure, and the thorough deliberations by the voluntary Nomination and Compensation Advisory Committee leading to a resolution on the change of top management, the Company is enhancing the effectiveness of the Board's supervisory function and its function in making corporate-strategy decisions.」
The Company described discussions on the transition to a holding company structure and deliberations on the change of top management as specific examples of strengthening the effectiveness of the Nomination and Compensation Advisory Committee and the Board of Directors. The Board comprises 13 members, including 6 outside directors. - FY2020AdvancedAnnual report
「The Company's Board of Directors comprises 13 directors, including 6 outside directors, with outside directors accounting for at least one-third of the Board, including 2 women. The Company ensures diversity of knowledge, experience and capabilities across the Board, whose chair is the Chairman of the Board, who does not execute business. ... This year, the Company used an external perspective by conducting interviews in addition to questionnaires.」
The Board of Directors comprises 13 members, including 6 outside directors. In its effectiveness evaluation, the Company conducted interviews from an external perspective in addition to the questionnaires used previously. - FY2019AdvancedAnnual report
「The committee comprises 5 members: outside director Hiroko Ota (大田弘子), chair; outside director Kazuhiko Tomiyama (冨山和彦); outside director Yoshinobu Tsutsui (筒井義信); Chairman of the Board Shusaku Choe (長榮周作); and Representative Director and President Kazuhiro Tsuga (津賀一宏). An outside director serves as chair, and outside directors constitute a majority of the committee, strengthening objectivity and transparency.」
The Company specified the Nomination and Compensation Advisory Committee's five-member structure, its chairmanship by an outside director, and its outside-director majority, thereby giving concrete form to its mechanisms for objectivity and transparency. - FY2018AdvancedAnnual report
「The Company's Board of Directors comprises 12 directors, including 4 outside directors. Under the Companies Act and related laws and regulations, collectively referred to below as the "Companies Act," it has the authority to decide on the execution of the Company's business and supervise the execution of directors' duties.」
The Company disclosed a 12-member Board structure, including 4 outside directors, and specified the supervisory framework operated by the Board. It has also continued to conduct effectiveness evaluations at least once a year. - FY2017AdvancedAnnual report
「At a Board of Directors meeting in December 2016, the Company resolved to change the number of Board members effective 29 June 2017 to improve the Board's agility, transparency and objectivity, limiting the number of internal directors to 8 or fewer and ensuring that outside directors accounted for one-third of the Board after the change.」
The Company resolved and implemented a change in the Board structure, limiting internal directors to 8 or fewer and setting the proportion of outside directors at one-third. - FY2016First statedAnnual report
「In November 2015, the Company established a voluntary Nomination and Compensation Advisory Committee chaired by an independent outside director. The committee deliberates on the results of internal consideration concerning the nomination of candidates for directors, officers and audit & supervisory board members, as well as the appropriateness of the compensation system for directors and officers, and submits its conclusions to the Board of Directors.」
The Company established an advisory committee chaired by an independent outside director and conducts an evaluation of the Board of Directors' effectiveness at least once a year.