(3) Facilitation of an independent external director's meeting, comprised of independent external directors and independent external auditors, to discuss corporate governance-related matters, and to report to the Chair of the Board of Directors any issues and improvement measures.
Three of the 12 directorsare independent external directors, and seven are non-Japanese, thereby ensuring constructive and lively discussion at the Board of Directors meetings from diverse perspectives.
When necessary or when considered appropriate, the independent outside directors and auditors of the Company may request explanations or reports from other directors, executive officers or employees, or may request submission of materials, at any time.
Independent Outside Directors and Audit& Supervisory Board Members of the Company may, at any time where necessary or deemed appropriate, require Inside Directors, Executive Officers and employees to provide an explanation or report or submit internal materials.
We have a system that emphasizes prompt decision-making by a meeting body, and thus the number of board directors is currently seven. Regarding the number of independent external directors, we judge that the current number of three independent external directors is ideal.
Access to in-house information by independent outside directors and audit& supervisory board members Article 29 Independent outside directors and audit& supervisory board members. may whenever necessary request explanations or reports from internal directors, executive officers and employees, or the submission of in-house documents.
An Independent Outside Director and Corporate Auditor may seek explanation and report from inside Directors, Executive Officers and employees when necessary or he/she thinks it is appropriate, or may seek submission of the internal materials.
The independent External Director shall attend Board of Auditors meetings and ensure coordination of exchanges of views, and similar actions, when deemed necessary. The Company shall set up an opportunity for an exchange of views between an independent External Director and an executive officer, in the event the independent External Director makes a request.
In line with Principle 4.8 Effective Use of Independent Directors(at least two), Calsonic Kansei appointed two independent outside directors at the June 2016 General Meeting of Shareholders, in an effort to ensure diversity among the members of the Board of Directors..
Criteria for judging the independence of independent external directors The criteria for judging the independence of independent external directors in selecting candidates shall be that the candidates for independent external directors and their close relatives5 must not fall under any of the following items.
From the standpoint of separating oversight from execution and enhancing the effectiveness of discussions at the Board of Directors meetings, one-third or more of Directorsare independent Outside Directors and the majority of Directorsare independent Outside Directors and internally promoted Directors who do not execute business.
Moreover, because practices to develop and train personnel so that they can appropriately fulfill the role of independent director are not very advanced, in many cases the independent directors who are appointed have some kind of pre-existing relationship with senior executives.
Transition to a Company with Audit and Supervisory Committee Structure USHIO added three independent outside directors and three independent outside Audit and Supervisory Board members, and put in place a Remuneration Advisory Committee which consists of a chairperson and members with outside director comprising the majority in keeping with efforts to reinforce corporate governance.
Expectations for independent outside directors In addition to the above duties of all directors,independent outside directors are expected to oversee the execution of duties by corporate executive officers from an independent and objective standpoint, oversee conflicts of interest between MUFG and management or controlling shareholders, and advise and provide support to management based on their own experience and professional knowledge.
USHIO's Internal Control Framework Transition to a Company with Audit and Supervisory Committee Structure USHIO added three independent outside directors and three independent outside Audit and Supervisory Board members, and put in place a Remuneration Advisory Committee which consists of a chairperson and members with outside director comprising the majority in keeping with efforts to reinforce corporate governance.
Candidates for Independent Outside Directors are those with a high level of expertise and broad knowledge who are capable of expressing opinions that are independent from management and from the viewpoints of various stakeholders. Candidates for Auditors are those who have excellent personalities and knowledge, a high level of expertise, and extensive experience.
Policies for the effective use of independent external directors(i) The directors and the members of the Audit& Supervisory Board shall mutually exchange information with independent external directors and promote the shared understanding of the execution of operations, using opportunities such as the Board of Directors and other individual meetings.
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