CRITERIA FOR DETERMINING INDEPENDENCE AND REASONS FOR APPOINTMENT OF OUTSIDE DIRECTORS

Criteria for Determining Independence of Outside Directors

Outside directors are deemed to be independent if they fulfill the requirements outlined below. 

 

1. The person is not an executive or former employee of the Company's group*1 and no close family member*2 is currently an executive of the Company's group or has been an executive of the Company's group within the past three years.

 

2. The person is not now nor has been within the last three years any of the following:

   (i)   An executive at a major shareholder*3 of the Company

   (ii)  An executive at a company for whom the Company is a major business partner*4  or a major business partner of the Company *5

   (iii) A person affiliated with the auditing firm that serves as the Company's accounting auditor

   (iv) A lawyer, certified public accountant, tax accountant or other consultant who receives a large sum of money from the Company for something other than director remuneration *6  (if the person receiving the money is a corporation or other organization, a person affiliated with the organization)

   (v)  A director, Audit & Supervisory Board Member or executive officer at a company with a director from the Company

   (vi)  An executive of an organization receiving large donations or aid from the Company *7

 

3. None of 2.(i) through (vi) above (important posts only) apply to any close family member of the person

 

*1 The Company or its subsidiaries

*2 Spouse or a family member within the second degree of kinship

*3 A shareholder holding 10 percent or more of the Company's voting rights at the end of the fiscal year

*4 A business partner to whom 2 percent or more of consolidated net sales in recent fiscal years has been paid by the Company

*5 A business partner by whom 2 percent or more of the Company's consolidated net sales in recent fiscal years have been paid or a financial institution that has provided loans for 2 percent or more of the Company's consolidated assets

*6 Money other than officer remuneration received from the Company or property benefits that exceed 10 million yen a year

*7 An organization that received donations or aid exceeding 10 million yen per year

Reasons for Appointment of Outside Directors

Name　　　　

Audit & Supervisory

Committee Members

Independent Directors　Reasons for Appointment　　　　　　　　　　　　　

Kiyoshi

Sato

 〇Mr. Sato has rich expertise in the areas of sales and marketing at an electronics manufacturer. He has served in senior roles, such as representative director, president and CEO, and director and vice chairman of the board, and has rich experience and insight in corporate management. We expect his advice and recommendations from an international perspective and his broad management viewpoint in particular.

Michiko

Ogawa

 〇Ms. Ogawa has detailed knowledge as an audio technology researcher at an electronics manufacturer. As an officer in charge of premium audio equipment, she engaged in brand reestablishment efforts and possesses rich experience and insight into corporate management. We expect her advice and recommendations from a brand marketing perspective and her professional viewpoint as an engineer in particular.

Akira

Kitamura

〇〇Mr. Kitamura has held key posts at a financial institution, including representative director & senior managing executive officer as well as chairman of the board and chief executive officer (representative director). He has great knowledge of finance and accounting and rich experience in and knowledge of corporate management. We expect his advice and recommendations from the broad viewpoint of corporate management and from his expert understanding of finance and accounting in particular.

Hiroko

Shibasaki

〇〇Ms. Shibasaki has many years of experience in the field of sales at a damage insurance company. In roles such as managing executive officer, she oversaw sales in Kyushu and Okinawa and gained rich experience and insight into corporate management. We expect her advice and recommendations from the standpoint of customer satisfaction and from her expert knowledge of sales in particular.

Masato

Sugimori

〇〇Mr. Sugimoto has worked in administration for many years at a trading company and has considerable knowledge of risk management, finance, and accounting. He has also served as a senior managing executive officer with experience in and insight into corporate management. We expect his advice and recommendations from the broad viewpoint of risk management and from his expert understanding of finance and accounting in particular.

Hiroshi

Inoue

〇〇Mr. Inoue served as a prosecutor and attorney for many years, and has extensive experience in and knowledge of the legal profession. We expect his advice and recommendations from the viewpoint of compliance and from his expert standpoint as a legal professional in particular.