Nomination & Compensation Committee
The Company has established a Nomination and Compensation Committee in order to ensure fairness and transparency in relation to the nomination of Directors and Executive Officers, and in relation to determining their compensation. The majority of the members of the Nomination and Compensation Committee are independent Outside Directors, and the Board of Directors respects the opinions of the Nomination and Compensation Committee when it resolves to determine the nomination and compensation of Directors and Executive Officers.
Specifically, during 2023, the Nomination and Compensation Committee interviewed candidates for the role of President and COO multiple times, and appointed the new President and COO upon adequately considering the suitability.
The Committee’s chair is appointed from among the Independent Outside Directors by resolution of the Nomination and Compensation Committee.
The composition of the Nomination and Compensation Committee is as follows.
Composition of committee members (2024)
(Independent Outside Directors)
- Miwa Suto (Chair)
- Kazuo Sumi
- Mitsuru Murai
- Yasushi Yokoi
- Mariko Eto
(Internal Directors)
- Yasuhito Hirota, Chairman and CEO, Representative Director
- Mitsuyuki Tominaga, President and COO, Representative Director
- Manabu Kuramoto, Director (Full-Time Audit and Supervisory Committee Member)
(Overview of activities in 2023)
Number of meetings held: 7
Major items deliberated
- Deliberation related to appointment of new President and COO
- Performance evaluation and performance-based bonuses for Directors and Executive Officers in the fiscal year ended December 31, 2022
- Setting targets for Directors and Executive Officers in the fiscal year ended December 31, 2023
- Selection of candidates for Director/Executive Officer
- Consideration of compensation system for Directors/Executive Officers
- Consideration of succession planning