Investor Presentaiton
Comparison of a company with Audit and Supervisory Committee and Board
of Corporate Auditors and the Company's framework after the transition
Organization to be
changed
Election
Term of office
Decisions on
important business
Authority to state opinions on
election, etc., and remuneration,
etc., of Directors (excluding
Directors who are Audit and
Supervisory Committee
Members)
A Company with Board of
Corporate Auditors
(Present Organization)
Corporate Auditors, Board of
Corporate Auditors
Election of Directors and
Corporate Auditors
Director: 2 years (1 year for the
Company)
Corporate Auditors: 4 years
No delegation of authority to
Directors
None
A Company with Audit and Supervisory Committee
(After Change)
Audit and Supervisory Committee
Election by distinguishing Directors who are Audit and Supervisory
Committee Members and other Directors
Directors (excluding Directors who are Audit and Supervisory Committee
Members): 1 year
Directors who are Audit and Supervisory Committee Members: 2 years
Delegation may be made to Directors (excluding Directors who are Audit
and Supervisory Committee Members), in whole or in part, except as
otherwise provided by law.
Yes (Audit and Supervisory Committee members appointed by the Audit and
Supervisory Committee may state opinions of the Committee at a General
Meeting of Shareholders)
Agenda
Item No.
2
Number of Directors
Directors: 12 (of which, 4 Outside)
Directors (excluding Directors who are Audit and Supervisory Committee Agenda Item
Members): 11 (of which, 4 Outside)
No. 3
and Corporate
Auditors
Corporate Auditors: 5 (of which, 4
Outside)
Directors who are Audit and Supervisory Committee Members: 4 (of Agenda Item
which, 3 Outside)
No. 4
Directors: 15 (of which, 7 Outside)
The maximum
amount of
remuneration for
Directors
Directors: Up to ¥900 million per
year
(of which, up to ¥70 million per
year for Outside)
Directors (excluding Directors who are Audit and Supervisory Committee
Members): Up to ¥900 million per year
Agenda Item
No. 5
(of which, up to ¥100 million per year for Outside)
Corporate Auditors: Up to ¥11
million per month
To enhance corporate governance by expediting decision-making and business execution,
strengthening the supervisory function of the Board of Directors, and further increasing
corporate value
Directors who are Audit and Supervisory Committee Members: Up to ¥140 Agenda Item
million per year
No. 6
Agenda Item No. 2: Partial amendment to the Articles of Incorporation
1.
Reasons for amendment
(1) In order to enhance discussions at Board of Directors meetings regarding important
Group management items, such as the Basic Policy and strategies for management of the
Group as a whole, the authority to make business execution decisions is will be delegated
from the Board of Directors to Executive Directors, with the exception of particularly
important items. In order to expedite decision-making and business execution, enhance
corporate governance by strengthening the supervisory function of the Board of Directors,
and further increase corporate value, the Company proposes to adopt a Company with Audit
and Supervisory Committee.
Accompanying this change, the Company proposes to make the necessary changes,
including the establishment of new provisions regarding Audit and Supervisory Committee
members and the Audit and Supervisory Committee, the deletion of provisions regarding
Corporate Auditors and the Board of Corporate Auditors, and the establishment of new
provisions regarding delegation of decision of execution of important operations.
These amendments to the Articles of Incorporation will become effective at the
conclusion of this General Meeting of Shareholders.
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