Criteria for Judging Independence
The Company shall designate as independent directors those outside directors who do not fall under any of the following items:
- A person that has been an executive director, executive officer, manager, or other employee (hereinafter collectively referred to as “executive”) at the Company or its subsidiary in the past ten years.
- A person, or an executive of a judicial person, that holds 10% or more of the Company’s total voting rights directly or indirectly.
- A person, or an executive of an entity, for which the Company or its subsidiary is a major business partner(Note 1) and a person, or an executive of an entity, that is a major business partner of the Company or its subsidiary(Note 2).
- A financial auditor for the Company or its subsidiary, or an employee etc. of the financial auditor.
- A consultant, an attorney, a certified public accountant, a certified public tax accountant, etc. who receives money and property benefits worth more than 10 million yen annually other than executive compensation from the Company or its subsidiary (if the entity receiving property is an organization, such as a corporation and an association, a person belonging to the organization).
- A person, or an executive of an entity, that receives donations or grants exceeding a total of 10 million yen annually from the Company or its subsidiary.
- A person that falls under any of items 2 to 6 in the past three years.
- A person whose spouse or a relative within the second degree of kinship falls under any of items 1 to 7. If the spouse or the relative is an executive, the executive shall be limited to the one who executes important operations(Note 3).
- A person that does not fall under items 1 to 8 but is at risk of generating constant conflicts of interest with the ordinary shareholders
- Note 1：A business partner to which the Company or its subsidiaries paid an amount equivalent to 2% or more of the annual consolidated sales of the business partner in the most recent fiscal year.
- Note 2：A business partner that paid an amount equivalent to 2% or more of the Company’s annual consolidated sales to the Company or its subsidiary in the most recent fiscal year, or a business partner that gave a loan equivalent to 2% or more of the Company’s consolidated total assets to the Company or its subsidiary at the end of the most recent fiscal year.
- Note 3：An executive who executes important operations, such as directors (excluding outside directors), executive officers, managers, and department heads).
The forecasts and projected operating results contained in this report are based on information available at the time of preparation, and thus involve inherent risks and uncertainties.
Accordingly, readers are cautioned that actual results may differ materially from those projected as a result of a variety of factors.