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Nomination Committee, Audit Committee, Remuneration Committee, etc.

Nomination Committee

The Nomination Committee is composed of three (3) Outside Directors, Chairperson of Board of Directors who does not execute business, and President and Representative Executive Officer. The Chairperson is chosen from among independent Outside Directors from the standpoint of ensuring transparency and objectivity. The Nomination Committee determines the contents of proposals on the nomination and dismissal of Directors submitted to shareholders’ meetings and the contents of reports submitted to the Board of Directors regarding the nomination and dismissal of Executive Officers, as well as the chairpersons and members of three statutory committees, and other matters.
The meetings of the Nomination Committee were held 13 times in FY2019. Attendance at the meetings of the Nomination Committee was 100%.

Audit Committee

To maintain and improve audit accuracy, the Audit Committee is composed of three (3) Outside Directors and two (2) full-time Inside Directors who do not execute business and are well informed about internal information. The Chairperson is chosen from among independent Outside Directors from the standpoint of ensuring transparency and objectivity. In addition, at least one of the Audit Committee members must have appropriate knowledge of finance and accounting.
The Audit Committee effectively audits whether Executive Officers and Directors execute their duties in compliance with the laws and the Articles of Incorporation and efficiently in accordance with the Basic Mission Statement of the Company and the Group Vision, and makes necessary advice and recommendations. It also conducts audits on the construction and operation of internal control, and prepares audit reports. To ensure the reliability of accounting information, the Audit Committee also oversees the Accounting Auditor, and determines the contents of proposals on the nomination and dismissal of such Auditor and other matters submitted for discussion at shareholders meetings.
The meetings of the Audit Committee were held 15 times in FY2019. Attendance at the meetings of the Nomination Committee was 100%.

Remuneration Committee

The Remuneration Committee is composed of three (3) Outside Directors, Chairperson of Board of Directors who does not execute business, and President and Representative Executive Officer. The Chairperson is chosen from among independent Outside Directors from the standpoint of ensuring transparency and objectivity.
The Remuneration Committee determines the policy on deciding the content of individual remuneration of Directors and Executive Officers and officers of subsidiaries (directors, executive officers and audit & supervisory board members) and the content of the individual remuneration of the Directors and Executive Officers of the Company.
The meetings of the Remuneration Committee were held 11 times in FY2019. Attendance at the meetings of the Remuneration Committee was 100%.

Number of meetings in FY2019 (Mar 2019 to Feb 2020)

Board of Directors Nomination Committee Audit Committee Remuneration Committee
Number of meetings

15

13

15

11

Inside director attendance

100%

100%

100%

100%

Outside director attendance

100%

100%

100%

100%

Average duration per meeting

2 hours 29 minutes

1 hour 3 minutes

1 hour 51 minutes

50 minutes

Other advisory committees (Governance Committee)

Taking into account that a certain period of time has passed since we made a transition to a Company with Three Committees (Nomination, Audit and Remuneration) in May 2017 and that Parco Co., Ltd. became a wholly owned subsidiary in March 2020, we formed the Governance Committee to evaluate the present Group governance system and operation rules and discuss what the Group governance should be in the future (October 2020). The Committee is positioned as an advisory body to the Board of Directors and comprises all Outside Directors, the Chairperson of Board of Directors and the President and Representative Executive Officer. Beginning at issues recognized through the evaluation of the effectiveness of the Board of Directors, the Committee will discuss the redefinition of the role of the Board of Directors, the future composition of the Board of Directors, and the strengthening of the oversight function of the Board of Directors as well as what the Board of Directors and the Group governance should be to support the healthy growth of the entire Group.

Corporate Governance