Nomination and Compensation Committee
The Company has the Nomination and Compensation Committee to ensure fairness and transparency in decisions on nominating and compensating directors and executive officers. A majority of the members of the Nomination and Compensation Committee shall be independent outside directors, and when the Board of Directors adopts a resolution to nominate and compensate directors and executive officers, it shall do so respecting the opinions of the Nomination and Compensation Committee.
The chairperson shall be appointed from among independent outside directors by a resolution of the Committee.
(Activities in 2018)
Number of meetings held: 6
Main items for deliberation:
• Performance evaluation and performance-linked bonus for directors and executive officers in FY2017
• Setting of objectives for directors and executive officers in FY2018
• Selection of director candidates and executive officer candidates
• Revision of the compensation system for directors and executive officers (amendment of the composition of compensation, introduction of restricted share compensation and amendment of the method of calculating the amount of performance-linked bonus)
(Composition of the Committee Members)
Chairperson and CEO, Representative Director Motoi Oyama
President and COO, Representative Director Yasuhito Hirota
Outside Director Katsuro Tanaka (Chairperson of the Committee)
Outside Director Takeshi Hanai
Outside Director Hitoshi Kashiwaki
Outside Director Kazuo Sumi
Outside Expert Ryuji Hori
※Chairman is elected by members’ mutual voting.