Enhancing Transparency in the Nomination and Compensation Processes through the Involvement of Outside Directors
First written in FY2016. 4 of 9 entries say "Advanced", first in FY2022. Latest entry: 2026-06-26.
Nankai moved to the "Worse" side of this theme in 2017, 7 years before the typical company in this theme (2024).
The whole theme swung hardest in 2025: 9 of 89 companies on the "Worse" side.
87 other companies' latest entry also says "Restated".
- 2026-06-26RestatedGovernance
「<Nomination Committee・Compensation Committee>」
The governance structure, including the Nomination Committee and Compensation Committee, was reconfirmed in an organizational chart. No substantive change in the committees’ composition or authority was indicated, so the canonical thread remains unchanged. - FY2026AdvancedAnnual report
「During the fiscal year, the Nomination Committee deliberated on the CEO succession plan (the “Management Talent Development Program” and the “CEO Nomination Process”) and, ahead of decisions by the Board of Directors, deliberated on the officer structure for fiscal 2026, including the railway operating company established after the spin-off, focusing on the nomination of candidates for directors, excluding directors who are Audit and Supervisory Committee Members, to be submitted to the 109th Annual General Meeting of Shareholders, the nomination of executive officers with titles for fiscal 2026, and their division of duties.」
The Nomination Committee deliberated on the CEO succession plan and nomination process and was involved in the officer structure, including the railway operating company established after the spin-off. - FY2024AdvancedAnnual report
「During the fiscal year, the Nomination Committee discussed the institutionalization of the “Management Talent Development Program (Succession Plan)” and deliberated, ahead of decisions by the Board of Directors, on the officer structure for fiscal 2024, focusing on the nomination of director candidates to be submitted to the 107th Annual General Meeting of Shareholders, the nomination of executive officers with titles for fiscal 2024, and their division of duties.」
The Nomination Committee discussed institutionalizing the succession plan and deliberated on candidates for directors and executive officers with titles, as well as the division of duties. - FY2023AdvancedAnnual report
「During the fiscal year, the Nomination Committee deliberated, ahead of decisions by the Board of Directors, primarily on the nomination of candidates to succeed the President, as well as candidates for directors, including directors who are Audit and Supervisory Committee Members, Representative Directors and executive officers, including the 2023 officer structure and the division of duties among executive officers.」
The Nomination Committee deliberated on candidates to succeed the President and candidates for directors, Representative Directors and executive officers, specifying its involvement in succession planning. - FY2022AdvancedAnnual report
「By establishing Nomination and Compensation Committees in which outside directors, including directors who are Audit and Supervisory Committee Members, comprise a majority of the members of each committee, we ensure fairness, objectivity and transparency in the decision-making process for important management matters, including nominations and compensation.」
The Nomination and Compensation Committees were structured so that outside directors, including directors who are Audit and Supervisory Committee Members, comprise a majority, with their involvement in candidate selection, succession planning and compensation decisions specified in detail. - FY2020RestatedAnnual report
「We will establish a Nomination Committee comprising the Representative Director and CEO and outside directors, chaired by an outside director, to ensure the objectivity, transparency and fairness of the nomination process.」
The company continues to ensure the objectivity, transparency and fairness of the process through Nomination and Compensation Committees chaired by outside directors. - FY2019ReframedAnnual report
「We will ensure the objectivity, transparency and fairness of the nomination process.」
The previous Nomination and Compensation Meeting structure was reorganized into separate Nomination and Compensation Committees, with outside directors appointed as chairmen of both committees. - FY2017ReframedAnnual report
「To improve the transparency of the nomination and compensation decision-making processes, we have established a Nomination and Compensation Meeting comprising the President and Representative Director and outside directors. At the meeting, outside directors are given an explanation of the process for determining compensation and asked for advice on its appropriateness. In determining candidates for new representative directors, new directors and new Audit & Supervisory Board Members, the meeting is consulted before the Board of Directors makes its decision.」
The composition of the Nomination and Compensation Meeting was stated as comprising the President and Representative Director and outside directors, and the matters subject to advice and consultation from outside directors were specified to include compensation and the determination of candidates. - FY2016First statedAnnual report
「To improve the transparency of the nomination and compensation decision-making processes, we have established a Nomination and Compensation Meeting comprising the Chairman of the Board of Directors (Chairman of the Board), the President and Representative Director, and outside directors.」
The company described a structure that includes outside directors as members of the meeting body.