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Directors and Executives

Outside Directors

Names and other details

Name Reasons for selection Significant concurrent positions
(As of Oct. 2016)
Teruko Noda Ms. NODA is appropriately supervising the management of the Company based on her rich experience and insight as a certified public accountant.  
Kouichi Ikeda Mr. IKEDA is appropriately supervising the management of the Company based on his rich experience and insight as a management executive. Advisor to the Board, Asahi Group Holdings, Ltd.
Outside Director, Sumitomo Chemical Company, Ltd.
Chairman, National Federation of Taxpayer's Association
Chairman, Corporate Taxpayer's Association
Yuki Furuta Mr. FURUTA is appropriately supervising the management of the Company based on his rich experience and insight as a legal professional.  
Yoshimitsu Kobayashi Mr. KOBAYASHI is appropriately supervising the management of the Company based on his rich experience as a management executive. Director, Chairman, Mitsubishi Chemical Holdings Corporation
Director, Chairman, Mitsubishi Chemical Corporation
Director, Chairman, The KAITEKI Institute, Inc.
Chairman, Japan Association of Corporate Executives
Chairman, Council on Competitiveness-Nippon
Ryoji Sato Mr. SATO is appropriately supervising the management of the Company based on his rich experience and insight as a certified public accountant and CEO of an auditing firm. Audit and Supervisory Board Member, Nippon Life Insurance Company
Shinzo Maeda Mr. MAEDA is appropriately supervising the management of the Company based on his rich experience and insight as a management executive. Senior Advisor, SHISEIDO Co., Ltd
Outside Director, Yuasa Trading Co., Ltd
Chairman of the Board of Directors, SHISEIDO BEAUTY ACAMEDY
Chairman, Tokyo Convention & Visitor Bureau
Vice Chairman, The Tokyo Chamber of Commerce and Industry

(2) Information on independent officers

Outside Directors Ms. Teruko Noda, Messrs. Kouichi Ikeda, Yūki Furuta, Yoshimitsu Kobayashi, Ryoji Sato and Shinzo Maeda meet the independence requirements set out by the Tokyo Securities Exchange, etc.

(3) Main Activities (Source: Reports for the 177th Fiscal Period)

a. Attendance of board meetings and Audit Committee meetings.

During the FY2015, the Board of Directors met 24 times, the Nomination Committee 14 times, the Audit Committee 46 times and the Compensation Committee 9 times, and the Outside Directors commented as necessary at those meetings. The Outside Directors received explanations about the matters to be resolved at the board meetings from the staff in charge, etc. in advance. They also made an effort to communicate and share information with the Executive Officers.

The Outside Directors who were members of the Audit Committee were supported by the full-time staff of the Audit Committee Office. The Outside Directors who were members of the Nomination Committee or the Compensation Committee were supported by the staff in charge, etc. as necessary.

Name Responsibility Activities
Hiroyuki Itami Member of the Nomination Committee,
Member of the Audit Committee
Attended the meeting of the Board of Directors 23 times (96%), that of the Nomination Committee 12 times (86%), and that of the Compensation Committee three times (100%) (until September, 2015). Also, Attended the meeting of the Audit Committee 29 times (94%) on and after July, 2015 when he took his office of the member of the Audit Committee (the chairman of the Audit Committee from July, 2015 to September, 2015). Commented as necessary based on his wealth of experience and knowledge as a specialist of business administration and an administrator of a university.
Ken Shimanouchi Chairman of the Compensation Committee,
Member of the Audit Committee
Until September 30, 2015 when leaving their office due to expiration of the term, attended the meeting of the Board of Directors 14 times (100%), that of the Compensation Committee 3 times (100%), and that of the Audit Committee 25 times (96%). Commented as necessary based on his wealth of experience and knowledge as an ex-diplomat.
Kiyomi Saito Member of the Audit Committee,
Member of the Compensation Committee
Until September 30, 2015 when leaving their office due to expiration of the term, attended the meeting of the Board of Directors 14 times (100%), that of the Audit Committee 26 times (100%), and that of Compensation Committee 3 times (100%). Commented as necessary based on her wealth of experience and knowledge as a management executive.
Sakutaro Tanino Chairman of the Nomination Committee,
Member of the Audit Committee
Until September 30, 2015 when leaving their office due to expiration of the term, attended the meeting of the Board of Directors 14 times (100%), that of Nomination Committee 5 times (100%), and that of the Audit Committee 25 times (96%). Commented as necessary based on his wealth of experience and knowledge as an ex-diplomat.
Teruko Noda Member of the Audit Committee,
Member of the Compensation Committee
After September 2015 when she was elected, attended the meeting of the Board of Directors 10 times (100%), that of Audit Committee 20 times (100%), and that of the Compensation Committee 6 times (100%). Commented as necessary based on his wealth of experience and knowledge as a certified public accountant.
Kouichi Ikeda Member of the Nomination Committee,
Member of the Compensation Committee
After September 2015 when he was elected, attended the meeting of the Board of Directors 10 times (100%), that of Nomination Committee 9 times (100%), and that of the Compensation Committee 5 times (83%). Commented as necessary based on his wealth of experience and knowledge as a management executive.
Yuki Furuta Chairman of the Compensation Committee,
Member of the Audit Committee
After September 2015 when he was elected, attended the meeting of the Board of Directors 10 times (100%), that of Compensation Committee 6 times (100%), and that of the Audit Committee 20 times (100%). Commented as necessary based on his wealth of experience and knowledge as a legal professional.
Yoshimitsu Kobayashi Chairman of the Nomination Committee,
Member of the Compensation Committee
After September 2015 when he was elected, attended the meeting of the Board of Directors 9 times (90%), that of Nomination Committee 9 times (100%), and that of the Compensation Committee 5 times (83%). Commented as necessary based on his wealth of experience and knowledge as a management executive.
Ryoji Sato Chairman of the Audit Committee,
Member of the Nomination Committee
After September 2015 when he was elected, attended the meeting of the Board of Directors 10 times (100%), that of Audit Committee 20 times (100%), and that of the Nomination Committee 9 times (100%). Commented as necessary based on his wealth of experience and knowledge as a certified public accountant.
Shinzo Maeda Chairman of the Board of Director,
Member of the Nomination Committee,
Member of the Compensation Committee
After September 2015 when he was elected, attended the meeting of the Board of Directors 10 times (100%), that of Nomination Committee 9 times (100%), and that of the Compensation Committee 6 times (100%). Commented as necessary based on his wealth of experience and knowledge as a management executive.

(Note)
Although Ms. Teruko Noda is a non-executive Director, she was deemed to be practically an Outside Director due to meeting the requirements for an outside director set forth in the Act on Partial Revision to the Companies Act (law number 90 of 2014) that came into force on May 1, 2015. For this reason, the state of Ms. Noda's activities is disclosed.

b. Actions taken on the Company's facts which are illegal or inappropriate execution

After a revelation that instances of inappropriate accounting treatment involving a significant amount of money had occurred for an extended period of time from FY2008 to FY2014, the Company filed amendments of its past Annual Securities Reports and other reports in September 2015. On account of misstatements contained in these past reports, the Tokyo Stock Exchange and the Nagoya Stock Exchange designated shares of the Company as “Securities on Alert” and informed their intention to demand payment of a penalty for breaching the listing agreement. Moreover, in December the same year the Commissioner of the Financial Services Agency ordered the Company to pay a fine.
Although Mr. Hiroyuki Itami, Outside Director was not aware of the above-mentioned accounting treatment incident until it came to light, he had continued to routinely provide comments to bolster and ensure compliance, at Board of Directors meetings, etc. After this incident was revealed, Mr. Hiroyuki Itami was appointed Chairman of the Audit Committee on July 22, 2015 (Audit Committee Member from September 2015 onwards) before being appointed Chairman of the Management Revitalization Committee which was set up on July 29. Thus, Mr. Itami performed his duties properly by making proposals on the fundamental policy for reforming the Company's corporate governance with a focus on the function and composition of the Board of Directors and the enhancement of supervision body, as a recurrence prevention measure of any comparable incident. Likewise, Outside Directors Mr. Ken Shimanouchi, Ms. Kiyomi Saito and Mr. Sakutaro Tanino were not aware of the above-mentioned incident until it came to light, they had continued to routinely provide comments to bolster and ensure compliance, at Board of Directors meetings, etc. After this incident was revealed, the above-mentioned three Outside Directors were each appointed members of the Management Revitalization Committee. These Outside Directors performed their duties properly by making proposals on the fundamental policy for reforming the Company's corporate governance with a focus on the function and composition of the Board of Directors and the enhancement of supervision body, as a measure to avoid a recurrence of any comparable incident.
Following the revelation of the above-mentioned incident, Ms. Teruko Noda, non-executive Director and Outside Directors Messrs. Kouichi Ikeda, Yuki Furuta, Yoshimitsu Kobayashi, Ryoji Sato and Shinzo Maeda participated in deliberations at the Management Revitalization Committee as observers or commissioners prior to being each appointed as non-executive Director or Outside Director in September 2015. They made proposals on the fundamental policy for reforming the Company's corporate governance with a focus on the function and composition of the Board of Directors and the enhancement of supervision body, as a recurrence prevention measure. Moreover, following their appointment, these officers monitored the state of the implementation of the recurrence prevention measure, thereby performing their duties appropriately.

(4) Limited Liability Contracts (Source: Reports for the 177th Fiscal Period)

The Company has entered into a liability limitation agreement with each of the following 10 persons under which, with regard to the liability set forth in Article 423, Paragraph 1 of the Companies Act, compensation to be paid by any of them shall be limited to the higher of a pre-determined amount of at least 10 million yen and the minimum liability set forth in Article 425 of the Companies Act: Mr. Hiroyuki Itami, Mr. Ken Shimauchi, Ms. Kiyomi Saito, Mr. Sakutaro Tanino, Ms. Teruko Noda, Mr. Kouichi Ikeda, Mr. Yuki Furuta, Mr. Yoshimitsu Kobayashi, Mr. Ryoji Sato and Mr. Shinzo Maeda.

This Web site contains projections of business results, statements regarding business plans and other forward-looking statements. This information is based on certain assumptions, such as the economic environment, business policies and other factors, as of the date when each document was posted. Actual results may differ significantly from the estimates listed here.