[ 1 ] Roles and Responsibilities
The Board of Directors is tasked with increasing corporate value on a sustained basis by appropriately exercising its powers in accordance with its fiduciary responsibilities.
[ 2 ] Authority
Members of the board can be entrusted with making all or some of the decisions on important business execution matters using resolutions of the Board of Directors, as set out in the Company’s Articles of Incorporation. In addition, matters discussed and decided by the board are determined by the Regulations of the Board of Directors.
The Board of Directors also delegates certain powers to the management team as defined in law, the Articles of Incorporation, internal regulations and other rules, to improve decision-making flexibility.
[ 3 ] Composition
Noritsu Koki has set the following target for the composition of the Board of Directors to ensure objective oversight of the board and management transparency.
・ Independent outside directors should account for at least one third of the total number of board members.
[ 4 ] Size
The size of the Board of Directors should be appropriate for the Company’s business and its operating environment.
The number of board members is determined by the Articles of Incorporation, as set out below.
・ No more than five Directors (excluding members of the Audit and Supervisory Committee).
・ No more than five Directors who are members of the Audit and Supervisory Committee.
[ 5 ] Appointment and Dismissal
- ①Policy on Appointments and Dismissals
In appointing directors, the Company will consider individuals who satisfy the following criteria and are capable of fulfilling their duties appropriately, taking into account concurrent duties.
・ Individuals who satisfy all legal requirements, with excellent character and business acumen, and capable of performing all delegated duties
・ Individuals attuned to the Group’s Corporate Philosophy and capable of driving sustained growth in the Group’s corporate value by adjusting appropriately to the external environment
The Company will consider submitting a resolution for the resignation of a Director to the General Meeting of Shareholders if any of the following criteria are met.
・ Confirmation of socially reprehensible links with antisocial forces
・ Violations of legal regulations, the Articles of Incorporation or other Group rules that cause significant loss to the Group or that interfere with the execution of business activities
・ Significant issues preventing the execution of duties
・ Discovery of issues that fall short of appointment criteria
- ②Procedures Related to Appointments and Dismissals
To create a balanced Board of Directors in accordance with the Regulations of the Board of Directors and other internal rules, the board will consult with the Nomination and Remuneration Committee on the following matters and respect its judgements in appointment and dismissal decision-making, in order to realize the Group’s management policy.
・ Preparation of draft resolutions related to the appointment and dismissal of Directors for submission to the General Meeting of Shareholders
・ Preparation of draft resolutions for the selection or dismissal of Representative Directors and Executive Directors
・ Other matters deemed necessary by the Board of Directors related to the above items
[ 6 ] Analysis and Evaluation
The Board of Directors will analyze and evaluate the overall effectiveness of the Board of Directors each year and disclose a summary of the results.
[ 7 ] Remuneration
- ①Procedures Related to Determining Remuneration
The Board of Directors will consult with the Nomination and Remuneration Committee on the following matters and respect its judgements in remuneration decision-making.
・ Preparation of draft policies related to decision-making on remuneration and other benefits for individual Directors
・ Preparation of draft resolutions regarding the details of remuneration and other benefits for each Director
- ②Directors who are not Members of the Audit and Supervisory Committee
In accordance with the Regulations of the Board of Directors, the Company will provide bonuses as earnings performance-linked compensation and stock-based compensation as non-monetary compensation, in addition to basic pay as fixed remuneration, in order to align Directors’ interests with those of shareholders and to motivate them to execute their duties in a way that continuously increases corporate value.
- ③Directors who are Members of the Audit and Supervisory Committee
The Company will provide basic pay as fixed remuneration to ensure members of the Audit and Supervisory Committee independently and objectively fulfill their supervisory functions.
[ 8 ] Succession Planning
The Group strategically fosters successors for the management team to support sustained growth and increase corporate value.
[ 9 ] Internal Controls
The Board of Directors is responsible for establishing internal control systems as required by law, and the Representative Director & CEO oversees and manages internal control systems.
In addition, the Group works to improve the effectiveness of internal control systems by raising awareness of the need to strengthen internal controls to prevent undesirable events for the Group, and to support active growth in corporate value.
[ 10 ] Training Policy
Based on analysis and evaluation of management policy, the operating environment and the overall effectiveness of the Board of Directors, the Group provides Directors with opportunities to take part in training as needed.
Particular attention is given to providing training opportunities for Outside Directors when they are appointed and through regular training thereafter to deepen their understanding of the Group.
[ 11 ] Operation of the Board of Directors
To enable a sufficient level of discussion by the Directors, the Company has established an Administrative Office of the Board of Directors to ensure the smooth operation of the Board of Directors.