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Corporate Governance

Standards for Independence of Outside Directors

We deem independent when our outside directors does not correspond to neither of the followings:

  1. Business Executors (Note 1) of the Company and subsidiaries of the Company (hereinafter referred to as “our Group”) or persons who were Business Executors of our Group in the past decade (However, in case persons who were Non-executive Directors, Auditors or Accounting Advisors of our Group at any point of time during the past decade, it shall be for a decade before assuming the position.).
  2. Major shareholders of the Company which hold 10% or more of total voting rights directly or indirectly or its Business Executors.
  3. Business Executors of suppliers which have transactions principally with our Group (Note 2) or major customers or financial institutions of our Group (Note 3).
  4. Persons who belong to the audit firm which is accounting auditor of our Group.
  5. Lawyers, certified public accountants, tax accountants and consultants (In case persons who receive financial benefits concerned are the organizations such as juristic persons or associations, it shall be the persons who belong to such organizations.) who receive a large amount (Note 4) of money or other financial benefits other than the executive compensations from our Group.
  6. Persons who received generous contributions (Note 5) from our Group, or its Business Executors.
  7. Persons who correspond to any of item 2 through 6 above during the past three (3) years.
  8. Immediate family members (Note 7) of the important persons (Note 6) who correspond to any of item 1 through 7 above.

(Note 1)  “Business Executors” indicate Executive Directors, Executive officers, any other persons and employees equivalent thereto.
(Note 2) “suppliers which have transactions principally with our Group” indicate suppliers to which our Group pay 2% or more of consolidated net sales of the suppliers concerned for the most recent fiscal year.
(Note 3) “Major customers or financial institutions of our Group” indicate customers which paid 2% or more of consolidated net sales of our Group, or the financial institutions that provided to the Company loan of 2% or more of the consolidated total assets of our Group for the most recent fiscal year.
(Note 4) “A large amount ” indicate ten million (10,000,000) yen per year in case persons who receive financial benefits concerned are an individual and also indicate the amount which exceeds 2% of consolidated net sales of the organizations concerned for the most recent fiscal year.
(Note 5) “Generous contributions” indicate the amount exceeding ten million (10,000,000) yen per year on the amount of contribution for the most recent fiscal year.
(Note 6) “important persons” indicate directors or general managers and higher of each corporation or entity, certified public accountants who belong to each audit firm, and lawyers who belong to each law firm.
(Note 7) “Immediate family members” indicate his/her spouse or any relatives within the second degree of relationship.