Independence Criteria for Outside Members | Board Members and Officers | Corporate Governance | Governance | Sustainability

In the event of determining that an outside Board Member or outside Audit & Supervisory Board Member meets the requirements set forth below, we will judge that such a person has sufficient independence from the Company.

Independent Directors/Auditors Notification (in Japanese only)

The individual has never worked at the Group.
The individual has never worked at an organization that is a major shareholder of the Company.
The individual has never worked at a major trading partner (Note) 1 of the Company.
The individual has never worked at a major lender (Note) 2 of the Company.
The individual has never worked at the lead managing underwriter of the Company.
The individual has never worked at the audit firm of the Company.
There is currently no major trading relationship (Note) 3 between the Company and the individual, such as in the form of a consulting or advisory agreement, and there has been no such relationship in the past five years.
The individual has never worked at an organization in which the Company had decided to invest under policy holding purposes.
No relatives (Note) 4 of the individual work for the Company.
The tenure of the individual as outside Board Member or outside Audit & Supervisory Board Member officer at the Company is less than ten years in total

“Major trading partner” refers to a party for which the sales, etc., through the transactions with said trading partner occupy a considerable portion of the sales, etc., of the Company, or to a party that provides a considerable amount of business property, such as important equipment and materials that are indispensable to the Company for their business activities.
“Major lender” refers to our so-called main banks and quasi-main banks.
“Major trading relationship” refers to cases where the payments received from the Company exceed ¥10 million per year.
“Relative” refers to the spouse of the individual or to a relative within the fourth degree of kinship.

Reasons for nomination

Outside Board Members

Keiji Kasamatsu	Mr. Keiji Kasamatsu has extensive and wide-ranging knowledge of business relationships and commercial practices within the automotive industry, based on his many years of experience at a general trading company engaged mainly in transactions involving steel plates for automobiles. He is also expected to provide a high level of insight into various management decisions based on his experience in overseas business and corporate management. We have nominated him as candidate for outside Board Member in the expectation that he will provide advice on management decisions from a high-level perspective backed by his expertise and contribute to the supervision of management in order for the Company to achieve sustainable growth in the ever-changing automobile industry.
Rieko Inaba	Although Ms. Rieko Inaba has not been directly involved in the company management in the past, she has been engaged in research centered on information technology, language, and communication as a researcher at a higher education institution, and has engaged in a broad range of research activities, including the writing of academic papers and books. She has further been involved in educational activities including taking charge of training in her field and college lectures, and has gained advanced knowledge as a researcher and educator. Based on such a background, we expect that she will give useful opinions and advice, etc., on managementrelated matters of the Company from an objective perspective, and will contribute to the monitoring of the Company in general, and therefore we have nominated her as a candidate for outside Board Member.

Keiji Kasamatsu

Mr. Keiji Kasamatsu has extensive and wide-ranging knowledge of business relationships and commercial practices within the automotive industry, based on his many years of experience at a general trading company engaged mainly in transactions involving steel plates for automobiles. He is also expected to provide a high level of insight into various management decisions based on his experience in overseas business and corporate management.
We have nominated him as candidate for outside Board Member in the expectation that he will provide advice on management decisions from a high-level perspective backed by his expertise and contribute to the supervision of management in order for the Company to achieve sustainable growth in the ever-changing automobile industry.

Rieko Inaba

Although Ms. Rieko Inaba has not been directly involved in the company management in the past, she has been engaged in research centered on information technology, language, and communication as a researcher at a higher education institution, and has engaged in a broad range of research activities, including the writing of academic papers and books. She has further been involved in educational activities including taking charge of training in her field and college lectures, and has gained advanced knowledge as a researcher and educator.
Based on such a background, we expect that she will give useful opinions and advice, etc., on managementrelated matters of the Company from an objective perspective, and will contribute to the monitoring of the Company in general, and therefore we have nominated her as a candidate for outside Board Member.

Audit & Supervisory Board Member

Yasunori Niizawa	Having many years of extensive business experience in national taxation and professional knowledge as a tax accountant, we have determined that he is capable of auditing the Company’s overall corporate management from an objective perspective, and therefore we have nominated him as a candidate for Independent Outside Audit & Supervisory Board Member.
Yasuo Kitamura	Having extensive insight and experience as a lawyer, Independent Outside Audit & Supervisory Board Member, and Outside Board Member at other companies, we believe that he is capable of auditing the Company’s overall corporate management from an objective perspective, and therefore we have nominated him as a candidate for Independent Outside Audit & Supervisory Board Member.