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Nomination and Election Method
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Policy of Nominating Board Member Candidates
Upon proposal by the president, the Board nominates Board Member candidates who have experience, knowledge and the skills necessary to create mid- and long-term corporate value, while giving consideration to diversity.
Nominations of candidates for the Board are made after deliberations by a voluntary Nomination Advisory Committee.
Internal Board Members are appointed based on their expertise with regard to the Company’s operations and knowledge that enables them to accurately and fairly supervise the overall management of the Company.
Outside Board Members are appointed based on their extensive experience and insight into the relevant fields and ability of accurately and fairly supervise operations independently from internal management.
In nominating Board Member candidates, the Board states the reasons for their respective nominations in disclosure documents such as a notice of general meeting of shareholders and securities reports.
Appointment and Dismissal of a Chief Executive Officer
A president who serves as a Chief Executive Officer is aware that the training of his/her successor is one of his/her most important duties. The president selects a candidate, and trains a successor candidate in accordance with a long-term development plan.
The Board properly supervises a successor training plan, and in principle upon proposal of the president, deliberates and appoints a person with flexible and decisive determination and an excellent personality and knowledge necessary for top management as a successor president who serves as a Chief Executive Officer.
The Board dismisses the Chief Executive Officer in the event that the Chief Executive Officer make an act that is significantly contrary to the election requirement for the Chief Executive Officer or the Chief Executive Officer does not fully demonstrating its responsibility based on the evaluations of corporate performance and other factors.
Policy of Nominating Audit & Supervisory Board Member Candidates
The Board, in principle upon proposal by the president, deliberates and nominates Audit & Supervisory Board Member candidates who are able to appropriately execute audit duties in response to the mandate granted by shareholders. The president makes proposals to the Board having obtained prior approval of Audit & Supervisory Board.
Audit & Supervisory Board Member candidates are required to have excellent personality and knowledge with expertise in business management and our operations or with strong expertise and extensive experience in finance, law, accounting, irrespective of gender, nationality or other personal attributes.
In nominating Audit & Supervisory Board Member candidates, the Board provides the reasons for their respective nominations in disclosure documents such as a notice of general meeting of shareholders and securities reports.
Method of Appointment and Dismissal and Term of Office of Executive Officers
Upon recommendation by the president, after deliberation by the voluntary Nomination Advisory Committee, the Board deliberates and appoints a person who is able to execute certain important group operations as an executive officer.
An executive officer is required to be an expert in operations with an excellent personality, knowledge and execution ability, and capable of fulfilling their duties.
Executive officers execute a mandate agreement, and the term of office for executive officers is one year.
When appointing or removing an executive officer, the evaluations of corporate performance and other factors are properly reflected, and if the executive officers' performance of their duties or their results are judged to be inadequate, they shall be dismissed at the decision of the Board based on the dismissal criteria prescribed in the rules of the executive officers.