Nomination and Remuneration Advisory Committee Composed Primarily of Outside Directors and Board Effectiveness Evaluation
First written in FY2016. 17 of 18 entries say "Advanced", first in FY2017. Latest entry: FY2026.
16 other companies' latest entry also says "Advanced".
- FY2026AdvancedAnnual report
「In the fiscal 2025 effectiveness evaluation conducted after the transition in June 2025 to a company with an Audit & Supervisory Committee, the survey results indicated that the Company had achieved a certain level of progress toward the objectives of the transition, namely, more agile and faster decision-making in management execution and stronger monitoring capabilities, as a result of measures to improve the effectiveness of monitoring and discussion, including revising the criteria for matters submitted to the Board and reorganizing the agenda.」
The Company conducted an effectiveness evaluation after transitioning to a company with an Audit & Supervisory Committee and confirmed a certain level of progress in the agility of decision-making and monitoring functions through revisions to the criteria for matters submitted to the Board and reorganization of the agenda. Key issues for fiscal 2026 have also been established. - 2026-05-21AdvancedGeneral Meetings of Shareholders
「2026年度は、実効性評価における意見を踏まえ、以下の4項目を重点的に取り組む課題として位置付けました。」
2025年度の実効性評価を踏まえ、モニタリングボード機能、取締役会構成、監査等委員会情報の活用、指名・報酬ガバナンスを2026年度重点課題として整理した。 - FY2026-H1AdvancedAnnual report
「29 August 2025 327,300 1,211,426,667 627 221,650 627 232,783 (Note) These shares were issued for cash to grant share-based compensation. Issue price ¥3,832 Amount recorded as capital ¥1,916 Allotment recipients 20 directors of the Company (excluding outside directors) and executive officers」
On 29 August 2025, 327,300 new shares were issued for cash to grant share-based compensation and allotted to 20 directors and executive officers. - FY2025AdvancedAnnual report
「In fiscal 2024, before conducting the survey, the Board of Directors held a total of 5 discussions at off-site meetings on the future role of the Board.」
The effectiveness evaluation of the Board of Directors identified operation of the new structure following the change in organizational design, agenda setting, a majority of outside directors, and coordination with the Nomination and Compensation Advisory Committee as key issues for fiscal 2025. - FY2025-H1AdvancedAnnual report
「22 August 2024 (Note) 1 These shares were issued for cash to grant share-based compensation. Issue price ¥3,937 Amount recorded as capital ¥1,968.5 Allotment recipients 23 directors of the Company (excluding outside directors) and executive officers」
On 22 August 2024, 304,800 new shares were issued for cash to grant share-based compensation and allotted to 23 directors and executive officers. - FY2024AdvancedAnnual report
「The Company conducted a survey in November 2023. Based on the results, the directors and audit & supervisory board members held several discussions, evaluated and analyzed the results, and discussed initiatives to identify issues and make improvements.」
For fiscal 2023, the effectiveness evaluation of the Board of Directors involved a named survey and multiple discussions covering 11 directors and 5 audit & supervisory board members. The Company identified issues concerning the Board's functions, composition, and agenda, and indicated its policy of continuing to strengthen its oversight function. - FY2024-Q2AdvancedAnnual report
「17 August 2023 257,200 1,223,082,867 376 220,423 376 231,556 (Note) 2 These shares were issued for cash to grant share-based compensation. Issue price ¥2,927 Amount recorded as capital ¥1,463.5 Allotment recipients 30 directors of the Company (excluding outside directors) and executive officers, including former directors and executive officers」
On 17 August 2023, 257,200 new shares were issued for cash to grant share-based compensation and allotted to 30 directors and executive officers. - FY2023AdvancedAnnual report
「From fiscal 2023 onward: Added non-financial indicators (climate change initiatives, promotion of women's participation, and employee engagement) to the evaluation criteria for the share-based compensation plan」
The Company announced a revision to its share-based compensation plan, adding climate change initiatives, promotion of women's participation, and employee engagement to the evaluation criteria from fiscal 2023 onward. - FY2023-Q2AdvancedAnnual report
「18 August 2022 167,500 1,251,571,867 153 220,046 153 231,180 (Note) These shares were issued for cash to grant share-based compensation. Issue price ¥1,831 Amount recorded as capital ¥915.5 Allotment recipients 33 directors of the Company (excluding outside directors) and executive officers, including former directors and executive officers」
On 18 August 2022, 167,500 new shares were issued for cash to grant share-based compensation and allotted to 33 directors and executive officers. - FY2022AdvancedAnnual report
「In fiscal 2021, continuing from fiscal 2020, the Company conducted third-party interviews in addition to an anonymous questionnaire, with the aim of linking the results to initiatives to further enhance the effectiveness of the Board of Directors.」
The Company continued its effectiveness evaluation through an anonymous questionnaire and third-party interviews covering 11 directors and 5 audit and supervisory board members. It also explicitly monitored progress on SHIFT 2023, important social issues, digital transformation and the new personnel system in fiscal 2022. - FY2022-Q2AdvancedAnnual report
「12 August 2021 150,500 1,251,404,367 112 219,893 112 231,027 (Note) This involved a paid issuance of new shares for the purpose of granting share-based compensation. Issue price ¥1,496 Amount included in capital ¥748 Allottees The Company's directors, excluding outside directors, and executive officers, including former officers: 42 people in total」
For the purpose of granting share-based compensation, 150,500 new shares were issued for consideration on 12 August 2021 and allotted to 42 directors and executive officers in total. - FY2021-Q2AdvancedAnnual report
「This involved a paid issuance of new shares for the purpose of granting restricted stock compensation. Issue price ¥1,255 Amount included in capital ¥627.5 Allottees The Company's directors, excluding outside directors, and executive officers: 46 people in total」
On 14 August 2020, 268,400 shares were issued as restricted stock compensation and allotted to 46 directors and executive officers in total. The number of recipients increased from 42 in the previous year. - FY2020AdvancedAnnual report
「In fiscal 2019, continuing from fiscal 2018, the Company conducted third-party interviews in addition to an anonymous questionnaire, with the aim of linking the results to initiatives to further enhance the effectiveness of the Board of Directors.」
For the evaluation of Board effectiveness, third-party interviews were conducted in addition to an anonymous questionnaire. The system of advisers and honorary advisers was also reviewed and changed to a fixed-term special adviser system. - FY2020-Q2AdvancedAnnual report
「16 August 2019 This involved a paid issuance of new shares for the purpose of granting restricted stock compensation. Issue price ¥1,658 Amount included in capital ¥829 Allottees The Company's directors, excluding outside directors, and executive officers: 42 people in total」
For the purpose of granting restricted stock compensation, 197,800 shares were issued on 16 August 2019 and allotted to 42 directors, excluding outside directors, and executive officers. - FY2019AdvancedAnnual report
「Furthermore, to strengthen governance and enhance corporate value over the medium to long term, the executive compensation system was revised in fiscal 2018, increasing the proportion of performance-linked bonuses and share-based compensation in total compensation.」
The executive compensation system was revised, increasing the proportion of performance-linked bonuses and share-based compensation. Restricted stock compensation and performance-linked share compensation were introduced, with the latter designed to be linked to share-price conditions over 3 years. - FY2018AdvancedAnnual report
「The evaluation of the effectiveness of the Board of Directors for fiscal 2017 and an overview of its results are as follows.」
An anonymous survey was conducted with the assistance of an external consultant. Although generally positive evaluations were obtained across all assessment items, improving deliberations and the provision of information were identified as issues. The Company also decided to revise its executive compensation system based on recommendations from the Nomination and Compensation Advisory Committee. - FY2017AdvancedAnnual report
「The evaluation of the effectiveness of the Board of Directors for fiscal 2016 was conducted as follows.」
The effectiveness of the Board of Directors was evaluated through an anonymous survey conducted with the assistance of an external consultant, covering 13 directors and 5 audit and supervisory board members. Although the evaluations were generally positive across all assessment items, the quality of materials and more active discussion between internal and outside officers were identified as issues. - FY2016First statedAnnual report
「To enhance the transparency and objectivity of the process for determining director nominations and compensation, the existing Compensation Committee was reorganized and dissolved, and a new Nomination and Compensation Advisory Committee was established as an advisory body to the Board of Directors, with outside directors comprising a majority of its members and an outside director serving as chair.」
Beginning in fiscal 2015, the Company also began conducting an analysis and evaluation of the effectiveness of the Board of Directors every year.