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*1 The maximum number of directors defined in the Articles of Incorporation is 15.
*2 Representative Director Toshio Kagami was appointed.
*3 The maximum number of Board of Corporate Auditors members defined in the Articles of Incorporation is 6.
Name and title |
Attendance status of Board of Directors |
Attendance status of the Board of Corporate Auditors |
|
Toshio Kagami |
Representative Director |
12/13 |
- |
Yumiko Takano |
Representative Director |
13/13 |
- |
Kenji Yoshida |
Representative Director |
13/13 |
- |
Yuichi Katayama |
Executive Director |
13/13 |
- |
Wataru Takahashi |
Executive Director |
13/13 |
- |
Yuichi Kaneki |
Executive Director |
13/13 |
- |
Rika Kanbara |
Executive Director |
13/13 |
- |
Tsutomu Hanada |
Executive Director (External) |
13/13 |
- |
Yuzaburo Mogi |
Executive Director (External) |
12/13 |
- |
Kunio Tajiri |
Executive Director (External) |
13/13 |
- |
Misao Kikuchi |
Executive Director (External) |
12/13 |
- |
Koichiro Watanabe |
Executive Director (External) |
11/11 |
- |
Shigeru Suzuki |
Standing Board of Corporate Auditors members |
13/13 |
15/15 |
Kousei Yonekawa |
Standing Board of Corporate Auditors members (External) |
2/2 |
3/3 |
Yukihito Mashimo |
Standing Corporate Auditor (External) |
11/11 |
12/12 |
Tatsuo Kainaka |
Board of Corporate Auditors members (External) |
13/13 |
15/15 |
Norio Saigusa |
Board of Corporate Auditors members (External) |
13/13 |
15/15 |
*1. In addition to the above number of Board of Directors meetings held, there were two resolutions made in writing, which were deemed to constitute Board of Directors meetings based on the provisions of the Companies Act and the Articles of Incorporation.
*2. The attendance status of Standing Corporate Auditor Kousei Yonekawa pertains to the period before his retirement on June 27, 2024.
*3. The attendance status of Executive Director Koichiro Watanabe and Standing Corporate Auditor Yukihito Mashimo pertains to the period after their appointment on June 27, 2024.
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Notes
1. The above table includes one Corporate Auditor who retired as of the conclusion of the 64th General Meeting of Shareholders held on June 27, 2024.
2. Employee wages are not paid to directors serving concurrently as employees.
3. The above amount of share-based remuneration represents the expenses pertaining to restricted stock remuneration and Board Benefit Trust-Restricted Stock (BBT-RS) that were posted during the fiscal year.
4. The Company has introduced the performance-linked remuneration as part of cash remuneration and the BBT-RS as share-based remuneration for the purpose of incentivizing directors to sustainably enhance the Company’s corporate value and further promote shared value between directors and shareholders. Prior to receiving the shares, the directors conclude a transfer restriction agreement with the Company, which restricts them from transferring or disposing of the shares until resignation. Due to the introduction of the BBT-RS program, the Company has abolished the framework for restricted stock compensation, and has not since allocated any new restricted stock based on the system.
5. The Company has abolished executive bonuses. The amounts paid to directors do not include executive bonuses.
6. In order to strengthen the independence and objectivity of the Board of Directors, the amount of remuneration for each director is determined at the discretion of the “Nomination/Remuneration Committee” (consisting of Toshio Kagami, Representative Director, Chairperson of the Board of Directors; Yumiko Takano, Representative Director, Chairperson and CEO; Tsutomu Hanada, External Executive Director; Yuzaburo Mogi, External Executive Director; and Misao Kikuchi, External Executive Director).
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