Oversight Leveraging Outside Directors and Objectivity in Nomination and Compensation Processes
First written in FY2016. 10 of 11 entries say "Advanced", first in FY2017. Latest entry: FY2026.
The whole theme swung hardest in 2025: 8 of 87 companies on the "Worse" side.
- FY2026AdvancedAnnual report
「As of the filing date (23 June 2026), the Board of Directors comprises 5 inside directors, namely Representative Director and Chairperson Hashimoto Tsuyoshi (橋本 剛), Hamasaki Kazuya (濱崎 和也), Ikeda Junichiro (池田 潤一郎), Shinoda Toshinobu (篠田 敏暢) and Moro Junko (毛呂 准子), and 5 outside directors, namely Toyonaga Atsushi (豊永 厚志), Yamaguchi Hiroshi (山口 裕視), Hashimoto Eiji (橋本 英二), Hyodo Seishi (兵頭 誠之) and Tanaka Keiko (田中 径子), with Representative Director and Chairperson Hashimoto Tsuyoshi (橋本 剛) serving as chair.」
The Company maintained a structure of 10 directors, including 5 outside directors, and continued to have the Nomination Advisory Committee and Compensation Advisory Committee, in which outside directors hold a majority, select successors and deliberate on compensation. - 2026-05-26AdvancedGeneral Meetings of Shareholders
「取締役会は、社内取締役５名（2026年４月１日時点、うち４名は非業務執行取締役）と当社と利害関係のない社外取締役５名（2026年４月１日時点）から構成されています。」
社外取締役5名を含む10名体制を示し、社外取締役が取締役会の半数を占める構成を開示した。 - FY2025AdvancedAnnual report
「If the proposal is approved and adopted, the Company's Board of Directors will comprise 10 members: 5 inside directors, including 2 non-executive directors, and 5 outside directors.」
The Company indicated that, if the proposal submitted to the Annual General Meeting of Shareholders is approved, it plans to increase the number of outside directors from 4 to 5 and raise the proportion of outside directors on the Board. - FY2023AdvancedAnnual report
「One additional outside director / A committee comprising all outside directors (4), the Chairperson and the President, with outside directors holding a majority」
The Company increased the number of outside directors to 4 and moved to a structure in which the Nomination Advisory Committee and Compensation Advisory Committee comprise 4 outside directors, the Chairperson and the President. The committees also deliberated on the next President and potential successors in an emergency. - FY2022AdvancedAnnual report
「In fiscal 2021, based on that plan, the Nomination Advisory Committee deliberated on the selection of the next President under the President succession plan, as well as the method for selecting a successor in an emergency, and made recommendations to the Board of Directors.」
In addition to selecting the next President based on the succession plan, the Nomination Advisory Committee deliberated on the method for selecting a successor in an emergency and made recommendations to the Board of Directors. - FY2021AdvancedAnnual report
「In fiscal 2020, based on that plan, the Nomination Advisory Committee deliberated on a proposal for the next President, which was approved by the Board of Directors at its meeting held on 11 December.」
The Company reported concrete progress on the proposal for the next President based on the succession plan, including deliberation by the Nomination Advisory Committee and approval by the Board of Directors on 11 December. - FY2020AdvancedAnnual report
「In addition to deliberating on the appointment and dismissal of directors and executive officers, the Nomination Advisory Committee deliberates on and recommends to the Board of Directors a proposal for the next President, including the reappointment or dismissal of the current President, based on the President succession plan, in order to select a suitable President and CEO for the Company in a timely and appropriate manner.」
The operations of the Nomination Advisory Committee, comprising 3 outside directors and the President, were specified to include deliberation and recommendations on a proposal for the next President based on the President succession plan. - FY2019AdvancedAnnual report
「In addition to deliberating and making recommendations on the appointment and dismissal of directors and executive officers, the Nomination Advisory Committee considers the suitability of potential candidates as managers, assessing both their qualities and track records, in order to select, in a timely and appropriate manner, a person suited to become the future CEO in light of the Company's management strategy, and examines potential successors as appropriate.」
The scope of the Nomination Advisory Committee's operations, which includes 3 outside directors, was specified to include consideration of potential successors. - FY2018-Q2AdvancedAnnual report
「31 July 2017」
Share acquisition rights were granted to directors and other officers in connection with oversight and nomination and compensation processes using outside directors. - FY2017AdvancedAnnual report
「With respect to the appointment of outside officers, in April 2017 the Company newly established its own independence criteria in addition to the requirements for independent officers set by the Tokyo Stock Exchange.」
In addition to oversight and nomination and compensation processes using outside directors, the Company established its own independence criteria for outside officers in April 2017. - FY2016First statedAnnual report
「The Company has established a Nomination Advisory Committee and a Compensation Advisory Committee under the Board of Directors for nominations and compensation decisions. Each committee is chaired by an outside director and comprises outside directors, the Chairperson and the President. From an objective standpoint that emphasizes the stakeholder perspective, the committees consider the appointment and dismissal of directors and executive officers, as well as the appropriate structure for executive compensation, including incentives to enhance corporate value over the long term.」
The Company has established a structure to enhance the objectivity of executive appointments and compensation through 3 outside directors and the Nomination Advisory Committee and Compensation Advisory Committee.