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| Our Corporate Governance System |
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| Board of Directors |
| The Board of Directors shall have the authority to determine matters provided by law, the Articles of Incorporation and these Rules, and to oversee the execution of duties by Directors and Executive Officers. Matters to be resolved by and reported to the Board of Directors shall be as set out in the Detailed Rules of the Board of Directors except as otherwise provided by law or the Articles of Incorporation. |
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| Nomination Committee |
| The Nomination Committee shall have the authority to determine proposals related to the nomination and dismissal of Directors to be submitted to a General Meeting of Shareholders, and shall resolve the following matters except as otherwise provided by law or the Articles of Incorporation: |
(1)
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Proposals related to the nomination and dismissal of Directors to be submitted to General Meeting of Shareholders; |
(2)
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Establishment of, changes to, or abolition of basic policies, rules, and procedures necessary for the resolutions mentioned in the preceding paragraph; and |
(3)
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Other matters deemed necessary by the Nomination Committee related to the nomination of Director candidates and dismissal of Directors.
The Nomination Committee may, at any time, request from the Directors, the Executive Officers and the employees reports regarding matters necessary for executing its duties. |
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Chair | Satoru Anzaki * |
| Member | Ko-Yung-Tung * |
| Member | Junji Miyahara * |
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| Audit Committee |
In addition to audit of the execution of the duties by the Directors and the Executive Officers and the preparation of audit reports as well as the determination of proposals related to the election, dismissal, and non-reappointment of Accounting Auditors to be submitted to a General Meeting of Shareholders, the Audit Committee shall have the authority to perform the duties provided by law and the Articles of Incorporation, or otherwise resolved by the Board of Directors. Matters to be resolved by the Audit Committee shall be as set out in the Detailed Rules of the Audit Committee, except as otherwise provided by law or the Articles of Incorporation.
The Audit Committee may, at any time, request from the Directors, Executive Officers, employees, or Accounting Auditors, reports regarding matters necessary for executing its duties. Matters to be reported to the Audit Committee shall be as set out in the Detailed Rules of the Audit Committee, except as otherwise provided by law or the Articles of Incorporation. |
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Chair | Shinji Hatta * |
| Member | Kimitoshi Yabuki * |
| Member | Christina Ahmadjian * |
| Member | Tetsushi Ogawa |
| Member | Akira Fujiyoshi |
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| Compensation Committee |
| The Compensation Committee shall have the authority to determine the content of individual Directors' and Executive Officers' compensation, and shall resolve the following matters except as otherwise provided by law or the Articles of Incorporation: |
(1)
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Policy relating to determination of the content of individual Directors' and Executive Officers' compensation; |
(2)
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The content of individual Directors' and Executive Officers' compensation; |
(3)
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Establishment of, changes to, or abolition of basic policies, rules, and procedures necessary for the resolutions mentioned in the preceding two paragraphs; and |
(4)
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Other matters deemed necessary by the Compensation Committee related to Directors' and Executive Officers' compensation.
The Compensation Committee may, at any time, request from the Directors, the Executive Officers and the employees reports regarding matters necessary for executing its duties. |
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Chair | Ko-Yung-Tung * |
| Member | Satoru Anzaki * |
| Member | Junji Miyahara * |
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| Independent Committee of Outside Directors |
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Chair | Kimitoshi Yabuki * |
| Member | Ko-Yung-Tung * |
| Member | Shinji Hatta * |
| Member | Norihiko Tanikawa * |
| Member | Satoru Anzaki * |
| Member | Junji Miyahara * |
| Member | Christina Ahmadjian * |
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| *: Outside Director |
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