Corporate Governance Structure
BIL positions the Board of Directors as an organization that decides on basic management policies, makes high-level management decisions, and supervises the execution of operations. We adopt the structure of a company with an Audit & Supervisory Board. In addition, to ensure high transparency and objectivity, we have continuously enhanced our corporate governance structure. In order to enhance the management system focusing on sustainability, we established the Sustainability Committee in FY2022, which is chaired by the Representative Director & President, to conduct ongoing discussions on sustainability and report regularly to the Board of Directors.
Board of Directors
BIL positions the Board of Directors as an organ that carries out decision-making on the basic policies of management, high-level management decisions, and supervision of executive operations. As such, the structure of a company with a board of company auditors is adopted as it is thought to be appropriate. The Board of Directors consists of 11 directors (including five Outside Directors)*, of which one is a female director. In principle, meetings, which are chaired by the Director & Chairman, are held once each month. In FY2022, the Board of Directors held 12 meetings. To increase medium- to long-term corporate value, the board formulates management strategies and plans and carries out decision-making on important executive operations. At the same time, the Board Supervises Directors, Executive Officers, and other parties in their execution of operations, and strives to establish structures that ensure management soundness, such as the Group's internal control and risk management systems.
- (As of June 22, 2023)
Audit & Supervisory Board
The Audit & Supervisory Board consists of five Corporate Auditors (including three Outside Auditors)*, of which one is a female Corporate Auditor. It held a total of 12 meetings in FY2022.
The Corporate Auditors have high levels of expertise in fields such as law and accounting, and following the audit standards established by the Audit & Supervisory Board, mainly conduct the audit activities given below, audit the Directors' execution of duties, and conduct audits on the state of establishment and implementation of the Group's internal control system.
- Attendance of Board of Directors' meetings and voicing of opinions
- On-site audits of group companies and listening to reports
- Interviews and opinion exchange with Directors
- Interviews and opinion exchange with executive departments
- Regular exchange of information and opinions with the Internal Auditing Department and Accounting Auditors (such as three-way audit liaison conferences between the Audit & Supervisory Board, Accounting Auditors, and Internal Auditing Department, and meetings for reports on financial results)
- (As of June 22, 2023)
Independent Outside Directors
BIL appoints many independent Outside Directors with extensive experience in corporate management to ensure objective and neutral oversight of management from an external point of view, and thereby strengthens its management oversight function. BIL's Independent Outside Directors provide management advice, decide important matters, and oversee executive operations based on their respective abundant experience, careers, and insights from perspectives independent of BIL's management.
Executive Officer System
BIL has introduced an executive officer system to ensure swift decision-making by separating executive operations and supervision. There are 15 Executive Officers (including one female Executive Officer) and four group executive officers (including two non-Japanese nationals)*. Of the executive officers, five are concurrently directors. Executive officers—including group executive officers—are elected by the Board of Directors, and carry out decision-making and execution of executive operations delegated by the Board of Directors in accordance with the basic management policies determined by the board. At the same time, the executive officers are responsible for overseeing the operations of businesses, departments, and group subsidiaries under their supervision.
- (As of June 22, 2023)
Nomination Committee and Compensation Committee
BIL has established the Nomination Committee and Compensation Committee as arbitrary advisory committees to the Board of Directors, in order to enhance the independence and objectivity of the functions of the Board of Directors regarding the appointment or removal and remuneration of Directors and Executive Officers. Each of the committees consists of seven Directors*, including five Outside Directors as well as the Director & Chairman and the Representative Director & President, and appoints an Outside Director as its chairperson (Nomination Committee: Keisuke Takeuchi; Compensation Committee: Kazunari Uchida).
The Nomination Committee must deliberate on the agendas of the general shareholder meeting concerning appointment or removal of Directors and the agendas of the Board of Directors concerning appointment or removal of executive officers in a fair, transparent, and strict manner before the agendas concerned are finalized, and report the outcome to the Board of Directors. The Nomination Committee also reports on matters such as the succession planning for the CEO and other top management to the Board of Directors. The Nomination Committee primarily discusses matters related to the election of Directors, executive officers, and other senior management, and related matters. The Nomination Committee met three times in FY2022, and the attendance rate of each member was 100%.
The Compensation Committee must discuss the contents of the Company rules concerning the standard for calculating the remuneration for Directors and executive officers, and the contents of respective remunerations of respective individuals, and report the outcome to the Board of Directors. The Compensation Committee primarily discusses matters related to compensation for Directors, executive officers, and other senior management, including content, calculation method, individual payment amounts, and comparisons with the compensation levels of other companies. The Compensation Committee met two times in FY2022, and the attendance rate of each member was 100%.
- (As of June 22, 2023)
Brother Industries, Ltd. Governance Structure (As of June 22, 2023)
Effectiveness of the Board of Directors
Conducting Evaluation on the Effectiveness of the Board of Directors
At BIL, respective directors and auditors every year evaluate the effectiveness of the Board of Directors and report the results to the Board of Directors. Based on the evaluation, the Board of Directors analyzes and assesses the effectiveness of the entire Board of Directors and discloses a summary of its results in a timely and appropriate manner.
The evaluation of the Board of Directors for FY2022 was conducted in March 2023 by having all directors and corporate auditors answer a survey developed after seeking the opinions of external consultants. The survey's main questions are given below.
- Composition and operation of the Board of Directors
- Management plans and business strategies
- Corporate ethics and risk management
- Performance monitoring and evaluation and remuneration of the management
- Dialogues with shareholders, etc. and issues from the previous year/the effects of the countermeasures
Process for Evaluation of the Effectiveness of the Board of Directors
To guarantee objective analysis, the consolidation of the survey and analysis of results are tasked to external consultants. The Board of Directors' secretariat conducts analysis using the consolidated data. A cycle is then implemented whereby analysis results, improvement measures, and other information is reported to and discussed by the Board of Directors, improvement measures are implemented, and then re-evaluation takes place in the following year.
- Design of questions for measuring effectiveness of the Board of Directors together with external consultants taking into consideration factors such as social trends related to corporate governance.
- Evaluation regarding the effectiveness of the Board of Directors is conducted using a survey method for all directors and corporate auditors. The survey's consolidation and analysis of results are tasked to external consultants. The survey response rate for FY2022 was 100%.
- The results of the survey are analyzed together with external consultants, identifying issues and proposing improvement measures to improve the effectiveness of the Board of Directors. The analysis results, improvement measures, and other matters are reported to the Board of Directors and discussed.
- After discussion by the Board of Directors, measures are implemented to improve the effectiveness of the Board of Directors. The effects of these efforts are confirmed by the directors and corporate auditors during the following fiscal year's effectiveness evaluation survey.
Board of Directors' Effectiveness Evaluation Results and Response Policy
At the meeting of the Board of Directors held in May 2023, the evaluation results were discussed, and it was confirmed that BIL's Board of Directors functioned effectively in general. At the same time, through the evaluation of the Board of Directors, opinions were raised regarding requests and room for improvement about the following areas.
- Expand discussions on priority management themes (business portfolio transformation, talent strategy, capital cost)
- Establish an environment for bringing internal discussions to the Board of Directors
- Share deliberations of the Nomination Committee and Compensation Committee
The Board of Directors will continue to improve the board's effectiveness taking into consideration these opinions.
State of Improvement Regarding Past Evaluation Results
The results of the previous effectiveness evaluation of the Board of Directors in February 2022 confirmed that BIL's board was functioning effectively overall. In response to the requests received through the evaluation of the Board of Directors and the comments on areas for improvement, the following measures were taken in FY2022.
- Implemented measures to stimulate discussion on business portfolio, capital cost, and DX
- Further improved the quality of board meeting materials to ensure appropriate discussion by Directors
- Provided continuous opportunities for Directors to acquire knowledge to fulfill their roles
Policy on Officer Remuneration
BIL has established an officer remuneration system that facilitates the recruitment and retention of outstanding managerial talents from inside and outside the Company and serves the purpose of sustainably increasing corporate value and has adopted a policy of paying remuneration at appropriate levels according to job responsibilities and performance. Effective from the current fiscal year, we have revised the details of the performance-based and stock-based remuneration plans with the aim of continuously improving our corporate value.
The Company's Director remuneration is composed of the following:
|Type of remuneration||Eligible individuals||Details of remuneration|
|Basic remuneration||All Directors||A fixed amount of remuneration paid to all Directors|
|Annual bonus||Full-time Directors who concurrently serve as Executive Officers||Monetary remuneration linked to business performance in the relevant fiscal year paid only|
|Stock-based compensation||Directors other than Outside Directors and part-time Directors||Stock-based compensation linked to medium-term business performance and other factors paid
(in cases where an eligible Director is a non-resident of Japan, alternative compensation is paid in the form of money)
Full-time Directors who do not concurrently serve as executive Directors (excluding Outside Directors) are paid only basic remuneration and stock-based compensation. Outside Directors and part-time Directors are paid only basic remuneration.
Objectivity and transparency regarding the amounts and calculation methods of all forms of Director remuneration are insured by specifying them in detail in the Company's Director Remuneration Rules and Share Grant Rules (collectively referred to as the "Director Remuneration Rules etc."). Revisions to the Director Remuneration Rules etc. require deliberation by the Compensation Committee and a resolution by the Board of Directors.
Remuneration paid to the Company's Corporate Auditors comprises only basic remuneration, which is fixed-amount remuneration, and is prescribed in the Corporate Auditor Remuneration Rules established by the Audit & Supervisory Board.
Amounts and Calculation Methods of Officer Remuneration
Basic remuneration paid to Directors and Corporate Auditors is a fixed amount of remuneration and is determined corresponding to their positions and job responsibilities within a remuneration limit approved by the General Meeting of Shareholders. Basic remuneration paid to Directors and Corporate Auditors is limited to 400 million yen per year and 140 million yen per year respectively.
Annual bonus paid to full-time Directors who concurrently serve as Executive Officers are limited to 0.4% of the amount of consolidated profit (profit for the period attributable to owners of the parent company) for each fiscal year and paid based on
reports of the Compensation Committee and resolutions of the Board of Directors.
Annual bonus is calculated using the calculation method specified below. However, the total amount of annual bonus in each fiscal year is limited to 0.4% of the amount of consolidated profit for the relevant period. If as a result of the following calculation, the total payment amount exceeds this limit, the amount is adjusted to within the limit.
- In this section, "revenue" refers to consolidated revenue and "profit for the period" refers to profit for the period attributable to owners of the parent company.
- The "allocation ratio" is determined based on the sum of "base points" corresponding to the director's position and the predetermined "base point unit price," "base revenue," and "base profit for the period."
- Based on the allocation ratio from (1), the total annual bonus fund for the relevant fiscal year is calculated according to the following formula:
Aggregate fund 1 = Consolidated profit for the period × Allocation ratio × 1/2
Aggregate fund 2 = Consolidated profit for the period × Allocation ratio × 1/2 × Revenue adjustment coefficient (as specified in the following table)
Aggregate bonus fund = Aggregate fund 1 + Aggregate fund 2
|Consolidated Revenue||Revenue Adjustment Coefficient|
|(a)||More than ¥750 billion||Coefficient calculated by extending a linear function line with the same slope as (c) from (b)|
|(c)||Between (b) and (d)||Coefficient on the linear function line connecting the two points (b) and (d) with revenue on the X axis and the revenue adjustment coefficient on the Y axis|
|(e)||Less than ¥500 billion||0%|
- "Consolidated profit for the period" refers to profit for the period attributable to owners of the parent company.
- Aggregate bonus fund is proportionally divided according to the base points for each position of each eligible Director, and the provisional distribution amount for each eligible Director is calculated.
- The Representative Director and President may propose a special supplementary amount of up to 10% of the provisional distribution amount for each Director eligible for payment, excluding himself.
- After the Compensation Committee examines the total provisional distribution amount and special supplementary amounts for each Director eligible for payment and the total payment amount, the Committee submits to the Board of Directors a proposal on the annual bonus payment amount for each Director eligible for payment, and payment is made to each eligible Director pursuant to a resolution of the Board of Directors.
Stock-based compensation is variable remuneration linked to the degree of attainment of medium-term strategies and so on and the degree of increase in shareholder value in order to provide incentives to contribute to enhancing the Company's corporate value over the medium to long term. Stock-based compensation makes use of a share grant trust mechanism whereby shares and other securities are granted to Directors eligible (excluding Outside Directors, part-time Directors, and Directors who are non-residents of Japan) for payment using a trust to which the Company contributes funds.
- The Company grants to each eligible Director 50% of the number obtained by dividing the predetermined base amount of stock-based compensation by the base stock price according to the Director's position in the Company as fixed points and 50% as performance-linked points for the period covered by the medium-term strategy, etc. (referred to simply as the "applicable period") in each fiscal year, and the points accumulate.
- After termination of the applicable period, the cumulative number of performance-linked points is calculated for each Director according to the following formula and a final determination of the performance-linked point final value is made.
Performance-linked point final value = (A) + (B) + (C) + (D)
(A) Performance-linked cumulative value × 25% × Revenue coefficient*1
(B) Performance-linked cumulative value × 25% × Profit coefficient*2
(C) Performance-linked cumulative value × 25% × ESG coefficient*3
(D) Performance-linked cumulative value × 25% × TSR coefficient*4
*1 Revenue Coefficient
-Calculated in accordance with the following table according to the degree of achievement of the consolidated revenue target in the final fiscal year in the applicable period.
|Degree of Achievement||Revenue Coefficient|
|125% or more||200%|
|100% to less than 125%||(Degree of achievement - 75%) × 4.0|
|75% to less than 100%||(Degree of achievement + 25%) × 0.8|
|Less than 75%||0%|
*2. Profit coefficient
-Calculated in accordance with the following table according to the degree of achievement of the consolidated profit for the period (profit for the period attributable to owners of the parent company) target in the final fiscal year in the applicable period.
|Degree of Achievement||Profit Coefficient|
|140% or more||200%|
|100% to less than 140%||(Degree of achievement - 60%) × 2.50|
|60% to less than 100%||(Degree of achievement + 1/3) × 0.75|
|Less than 60%||0%|
*3. ESG coefficient
-Calculated in accordance with the following table according to the degree of achievement of the CO2 reduction amount target for Scope 1 and Scope 2 during the applicable period.
|Degree of Achievement||Coefficient|
|100% or more||100%|
|80% to less than 100%||Same as degree of achievement|
|Less than 80%||0%|
*4. TSR coefficient
-Calculated in accordance with the following table according to the Company's TOPIX outperformer ratio (the "TSR OP Ratio") during the applicable period.
-The TSR OP Ratio is calculated as indicated below.
TSR OP ratio (%) = The Company's TSR ÷ TOPIX including dividends × 100
|100% or more||100%|
|80% to less than 100%||Same as degree of achievement|
|Less than 80%||0%|
- The Company's TSR indicates total shareholder returns including capital gains and dividends during the applicable period.
- In the case where a director leaves his/her position as Director before termination of the applicable period due to expiration of his/her term, an adjustment calculation is made based on the above.
- A director who satisfies the eligibility requirements to receive stock-based compensation will receive 70% of the accumulated points granted based on (1) and (2) above after leaving his/her position and will receive monetary benefits equivalent to the remaining points.
The composition ratio of individual remuneration, etc. for each type of remuneration
The composition ratio of remuneration for each full-time Director who concurrently serves as an Executive Officer is as follows when actual values are in agreement with the short-term performance target, which is an indicator for the annual bonus, and the medium-term
performance target, which is an indicator for stock-based compensation. Basic remuneration (fixed) : Annual bonus (performance-based) : Stock-based compensation (performance-based)= generally 5 : 3 : 2
The composition ratio of remuneration for each full-time Director who does not concurrently serve as an Executive Officer is as follows when actual values are in agreement with the medium-term performance target, which is an indicator for stock-based compensation.
Basic remuneration (fixed) : Stock-based compensation (performance-based) = generally 3 : 1
Clawback and Malus clause
With regard to annual bonus and stock-based compensation, in the case where a Director engaged in non-conforming conduct, accounting irregularities, or the like, the Company may demand that the Director return all or part of remuneration previously paid pursuant to a recommendation by the Compensation Committee and a decision of the Board of Directors.
The Compensation Committee's activities in the course of determining the amount of officer compensation
The Compensation Committee verifies the appropriateness of remuneration, etc. by position and type of Director and the total remuneration level while making reference to objective remuneration level data from external research organizations on a regular basis each year.
As part of these activities, the Compensation Committee deliberated on the agenda items indicated below in FY2022.
|May 11, 2022||Partial operational revision of performance indicators for stock-based remuneration (BIP trust)
Remuneration system and levels for full-time Directors who do not concurrently serve as Executive Officers
Annual bonus for the fiscal year
Agenda Items Related to Directors and Corporate Auditors at the 130th Ordinary General Meeting of Shareholders - Officer Remuneration-related (Agenda Items 4 to 6)
|December 20, 2022||Officer remuneration level assessment|
The Board of Directors' activities in the course of determining the amount of officer compensation
The Board of Directors deliberated on and decided matters on officer remuneration for FY2022 as indicated below.
|May 11, 2022||Introduction of the new stock-based remuneration system
Remuneration system and levels for full-time Directors who do not concurrently serve as Executive Officers
|June 20, 2022||Performance-based remuneration
Revision of the policy for determining the remuneration, etc. of Directors and other positions (officer remuneration policy)
|August 5, 2022||Establishment of a trust for performance-linked stock-based remuneration
Allocation of owned stocks through a third-party allotment to the BIP trust for officer remuneration
Amounts of officer remuneration
(For one year from April 1, 2022 to March 31, 2023)
|Categories||Total amount of remuneration, etc. (Millions of yen)||Total amount by type of remuneration(Millions of yen)||Number of eligible officers|
|Basic remuneration||Annual bonus||Stock-based remuneration|
|Basic remuneration||Performance-based remuneration|
(including Outside Directors)
(including Outside Auditors)
(including Outside Directors and Outside Auditors)
- The amount of remuneration paid to Directors does not include the employee salary portion for those employees who also serve as Directors.
- The number of eligible officers shown in the table above includes one Director (excluding Outside Directors) who resigned during FY2022.
- Since performance-based remuneration related to stock-based remuneration is linked to the performance targets in the current medium-term business strategy (FY2022-FY2024), performance-based remuneration for FY2022 is the base points of performance-based remuneration (same number as fixed points) converted to monetary values.
For other information on officer remuneration, please see the Securities Report.
Officer Skills Matrix
BIL's Board of Directors is composed of various types of individuals with different knowledge and experiences to contribute to the sustainable management of the Brother Group's global business operations. BIL, placing importance on both supervisory and advisory functions of the Board of Directors, places particular emphasis on appointing Outside Directors who are independent of its management and who possess a wealth of management experience. For the Board of Directors as a whole, including those Outside Directors, we have created the Board of Directors' skills matrix after deliberation by the Nomination Committee and the Board of Directors, by organizing those who are expected to play a leading role in each skill that we consider necessary for the execution of our management strategy.
For the skills on the matrix, we first selected "Management/Strategy," "Development/Manufacturing," "Sales/Marketing," and "IT/DX" as skills related to each business strategy, such as "expansion in the Industrial area," and "transformation in the Printing area," which are the priority themes of CS B2024, our medium-term business strategy. Next, we selected "Talent Development" as a skill related to talent development and reskilling, which are the cornerstone activities of these strategies.
In CS B2024, we have defined not only business strategy targets but also social issues that are important to society and Brother itself as materialities to achieve the Brother Group Vision, and we also have defined "ESG/Sustainability" as a skill related to the materialities of "realizing a diverse and active society," "pursuing a responsible value chain," "reducing CO2 emissions," "circulating resources," etc.
In addition to these skills, we have added the "Internationalism" skill since the Brother Group operates globally, and "Legal/Compliance" and "Financial/Accounting" skills to audit the governance, legality, and adequacy of the Board of Directors. Of these skills, the "Financial/Accounting" skill is also related to capital policy and financial strategy to realize management that is conscious of the cost of capital and stock price.
(As of June 22, 2023)
|Role||Name||Official title or position||Committee to which he/she belongs||Area of Expertise||Age||Independent||Attendance|
|Nomination Committee||Compensation Committee||Business Strategy||Development/
|Directors||Toshikazu Koike||Director & Chairman||●||●||●||●||●||●||●||●||67||12/
|Ichiro Sasaki||Representative Director & President||●||●||●||●||●||●||●||66||12/
|Tadashi Ishiguro||Representative Director & Vice President||●||●||●||●||63||12/
|Kazufumi Ikeda||Representative Director & Senior Managing Executive Officer||●||●||●||●||●||60||12/
|Satoru Kuwabara||Representative Director & Senior Managing Executive Officer||●||●||●||●||60||12/
|Taizo Murakami||Director & Managing Executive Officer||●||●||●||61||10/
|Keisuke Takeuchi||Outside Director||●
|Aya Shirai||Outside Director||●||●||●||●||●||63||●||12/
|Kazunari Uchida||Outside Director||●||●
|Naoki Hidaka||Outside Director||●||●||●||●||●||70||●||12/
|Masahiko Miyaki||Outside Director||●||●||●||●||●||69||●||12/
|Auditors||Keizo Obayashi||Standing Corporate Auditors||●||●||60||12/
|Takeshi Yamada||Standing Corporate Auditors||●||●||60||*2|
|Akira Yamada||Outside Auditor||●||●||70||●||12/
|Kazuya Jono||Outside Auditor||●||●||68||●||12/
|Chika Matsumoto||Outside Auditor||●||●||62||●||*2|
- The information above does not include all of the expertise possessed by each Director and Auditor.
- Appointed in June 2023
|Role||Name||Official title or position||Reason for Appointment|
|Directors||Toshikazu Koike||Director & Chairman||Toshikazu Koike has an excellent track record and demonstrated outstanding qualities as a senior executive. After gaining years of experience as the head of the Americas sales headquarters, he drove the growth of our primary printing business
as the President of Information & Document Company. As the President of the Company since 2007, he led the Company Group to steady growth toward achieving our long-term business vision.
Further since 2018, he, as the Chairman of the Board of the Company, has shown his ability to promote corporate governance for the Company Group. It is therefore considered that his skills are essential to the operation of the Company.
|Ichiro Sasaki||Representative Director & President||As an engineer for product development, Ichiro Sasaki was one of the people who established the foundation of our laser printer technology. He possesses a broad range of knowledge based on his experience, which includes operations in the manufacturing field (such as product planning and quality assurance) and management of our U.K. sales company. He led the acquisition of the Domino business and its subsequent integration, and after taking the position of the President of the Company in 2018, he has demonstrated excellent leadership in various business fields of the Company. We believe his extensive knowledge, leadership and other qualities will help contribute to the growth of the Company Group's corporate value.|
|Tadashi Ishiguro||Representative Director & Vice President||With years of experience as the head of the Americas sales headquarters, Tadashi Ishiguro drove the growth of our business in the Americas. After returning to Japan, he formulated the Medium-Term Business Strategy as an executive responsible for corporate planning. Since fiscal year 2017, he has greatly contributed to the performance of Printing business as an executive responsible for the business. We believe his knowledge and experience will help contribute to the growth of the Company Group's corporate value.|
|Kazufumi Ikeda||Representative Director & Senior Managing Executive Officer||After joining this Company, Kazufumi Ikeda accumulated operational experience, including in product planning and sales, as well as experience in the management of a sales subsidiary in Germany. Thereafter, he formulated and showed his ability on promoting the Medium-Term Business Strategy as the responsible person in the Corporate Planning Dept. Most recently, he has been driving the development of our business in the Americas as the head of the Americas sales headquarters. We believe his knowledge and experience will contribute to the growth of the Company Group's corporate value.|
|Satoru Kuwabara||Representative Director & Senior Managing Executive Officer||After joining this Company, Satoru Kuwabara was engaged in development design operations in our primary P&S business over several years, and he particularly demonstrated excellent leadership in the development of laser printer products. From 2010, he served as the operating officer of a manufacturing subsidiary in China as our main production base. Since fiscal year 2021, he has driven the growth of the P&S business as its head officer. We believe his knowledge and experience will contribute to the growth of the Company Group's corporate value.|
|Taizo Murakami||Director & Managing Executive Officer||Since Taizo Murakami joined this Company, he has been engaged for many years in the manufacturing technology field in the Company's main business, such as the sewing machine or printer business, and therefore he has extensive knowledge in the manufacturing and quality control fields of the Company Group from his work in positions including the head of the production base in the ASEAN area. Most recently, he has been demonstrating his abilities as the executive responsible for the Company's quality and manufacturing functions in promoting the manufacturing technology strategy and manufacturing base strategy, and in dealing with supply chain issues for business continuity. We believe his knowledge and experience will contribute to the growth of the Company Group's corporate value.|
|Keisuke Takeuchi||Outside Director||Mr. Takeuchi has been involved in the management of a global group of companies through his experience as Representative Director and President and Representative Director and Chairman of JGC Corporation (currently JGC Holdings Corporation). Through his extensive experience, insight and achievements, he can provide advice regarding the Company Group's management, make important decisions and supervise the execution of business, as an Outside Director of the Company independent of the managing executives.|
|Aya Shirai||Outside Director||Ms. Shirai has been engaged in the management of various manufacturing companies for years through her experience as an Outside Director. She has also been engaged in the top management of a local government and actively promoted the diversification of organizations. Through her extensive experience, insight and achievements, she can provide advice regarding the Company Group's management, make important decisions and supervise the execution of business.|
|Kazunari Uchida||Outside Director||Mr. Uchida has been involved in corporate management through his broad expertise as Japan Representative of Boston Consulting Group. He has also been engaged in the management of various companies for years through his experience as an Outside Director and an Outside Auditor. Through his extensive experience, insight and achievements, he can provide advice regarding the Company Group's management, make important decisions and supervise the execution of business, as an Outside Director of the Company independent of the managing executives.|
|Naoki Hidaka||Outside Director||Mr. Hidaka has been involved in the management of a global group of companies through his experience as Executive Vice President of Sumitomo Corporation and in the overseas offices of Sumitomo Corporation. Through his extensive experience, insight and achievements, he can provide advice regarding the Company Group's management, make important decisions and supervise the execution of business.|
|Masahiko Miyaki||Outside Director||Mr. Miyaki has been involved in the management of a global group of companies as Executive Vice President of DENSO Corporation in such fields as technology development, quality, and the environment. Through his extensive experience, insight and achievements, he can provide advice regarding the Company Group's management, make important decisions and supervise the execution of business.|
|Auditors||Keizo Obayashi||Standing Corporate Auditor
|Keizo Obayashi has the knowledge and skills in accounting and tax fields through his experiences in business machines div., corporate planning dept., and European regional sales office where he was assigned to upon joining the Company. Most recently, he has the experience in promoting the internal control of the Company Group as the responsible person in Treasury Dept. Based on such insight and experience, it is considered most appropriate for him to be appointed as a Corporate Auditor of the Company.|
|Takeshi Yamada||Standing Corporate Auditor
|Takeshi Yamada joined the Company and was engaged in corporate planning and administration in major subsidiaries overseas and in Japan. Most recently, as General Manager of the Corporate Planning Dept., he has been engaged in management operations including accounting at the Company and the Group companies. He also has extensive experience in management governance of the Group companies as a Director and Corporate Auditor of sales subsidiaries in Asian countries. Based on his knowledge and experience, it is considered appropriate for him to serve as a corporate auditor of the Company.|
|Akira Yamada||Outside Auditor||Mr. Yamada, who has been involved in domestic and international corporate legal affairs as a lawyer for many years, is deemed able to carry out the duties of Outside Auditor of the Company and audit the Company's business operations from a perspective independent from the Company's management, based on his considerable experience, achievements and knowledge acquired as a lawyer.|
|Kazuya Jono||Outside Auditor||Mr. Jono has been involved in the management of financial institutions for years. With his extensive experience, insight and achievements, he is deemed able to audit over the operation of the Company, as an Outside Auditor of the Company independent of the managing executives.|
|Chika Matsumoto||Outside Auditor||Ms. Chika Matsumoto has a wealth of experience, achievements, and insight in the areas of finance and accounting from her many years of experience as a certified public accountant. Based on this, she is deemed able to conduct audits of the Company's management from a standpoint that is independent of the Company's management.|