Ensuring Objectivity and Transparency through the Nominating and Compensation Committee and Outside Directors’ Meeting
First written in FY2017. 1 of 4 entries say "Advanced", first in FY2018. Latest entry: FY2022.
Kobe Electric Railway moved to the "Worse" side of this theme in 2022, 1 year before the typical company in this theme (2023).
The whole theme swung hardest in 2025: 9 of 91 companies on the "Worse" side.
6 other companies' latest entry also says "Reframed".
- FY2022ReframedAnnual report
「The company has adopted a company with an Audit and Supervisory Committee structure. It seeks to strengthen the Board of Directors' audit and oversight functions and promote fairness and transparency in management by increasing the proportion of outside directors with voting rights on the Board, including 2 directors serving as Audit and Supervisory Committee members. It also seeks to shift to a structure that emphasizes the Board's audit and oversight functions by delegating part of the Board's authority to decide on the execution of business operations to directors, thereby improving the flexibility of business execution.」
The structure has changed from one centered on the Nomination and Compensation Committee, the Outside Officers Committee and management liaison meetings to a structure emphasizing audit and oversight, based on the planned transition to a company with an Audit and Supervisory Committee structure. - FY2019RestatedAnnual report
「To enhance the objectivity, transparency and fairness of the Board of Directors when nominating candidates for directors and corporate auditors and determining director compensation, the company holds meetings of the Nomination and Compensation Committee, composed of the representative director and president and independent outside directors, and receives advice and other input from the independent outside directors on the suitability of candidates and policies for determining director compensation.」
The company continues to maintain systems for objectivity, transparency and information sharing through the Nomination and Compensation Committee, the Outside Officers Committee and management liaison meetings. - FY2018AdvancedAnnual report
「In addition, to further strengthen corporate governance, when nominating candidates for directors and corporate auditors and determining director compensation, the company holds meetings of the Nomination and Compensation Committee, composed of the representative director and president and independent outside directors, to enhance the objectivity, transparency and fairness of the Board of Directors, and receives advice and other input from the independent outside directors on the suitability of candidates and policies for determining director compensation. The company also holds meetings of the Outside Officers Committee, composed of outside directors and outside corporate auditors, as appropriate, to provide the information necessary concerning its business, finances and organization. In addition, it holds management liaison meetings, composed of the accounting auditor, corporate auditors, the head of the Internal Audit Department and outside directors, for the purpose of exchanging information between the accounting auditor and outside directors and others.」
In addition to the existing Nomination and Compensation Committee, the company describes meetings of the Outside Officers Committee and management liaison meetings, expanding its information-sharing framework with outside officers and the accounting auditor. - FY2017First statedAnnual report
「To enhance the objectivity, transparency and fairness of the Board of Directors when nominating candidates for directors and corporate auditors and determining director compensation, the company holds meetings of the Nomination and Compensation Committee, composed of the representative director and president and independent outside directors, and receives advice and other input from the independent outside directors on the suitability of candidates and policies for determining director compensation.」
The company describes a system under which the Nomination and Compensation Committee meets and receives advice from independent outside directors on candidates and compensation policies.