Standard for Independence of Outside Directors
The Company deems an outside Director or candidate for outside Director as having independence if they do not fall under any of the items listed below as a result of the Company having investigated his or her background to reasonable extent.
- A business executive (*1) of the Company or the Company's subsidiaries (hereinafter, the "Group"), or person who has been a business executive of the Group at any time in the past 10 years (or for a period of 10 years before appointment to that post if the person has, at any time within the past 10 years, served as a non-executive Director (Directors who do not fall under executive Director), Auditor or Accounting Advisor of the Group);
- Shareholders who hold 10% or more of the voting rights of the Company, or directors, etc. of such companies (*2);
- Directors, etc. of companies in which the Company holds 10% or more of the voting rights;
- A business executive of a business partner, with which the Group does business for an amount equivalent to 2% or more of the total consolidated net sales for either of the companies;
- Directors, etc. of financial institutions, etc., from which the Group borrows an amount equivalent to 2% or more of its total consolidated assets;
- A person who is currently a certified public accountant (or certified tax accountant) serving as a Financial Auditor or Accounting Advisor of the Group, or a person who is currently a member, partner, or employee of an audit firm (or tax accountancy corporation) serving as a Financial Auditor or Accounting Advisor of the Group;
- An attorney at law, certified public accountant, certified tax accountant or any other consultant who received an average of ¥10 million or more per year over the past three years in the form of money or other financial benefits, other than remuneration as an executive of the Group;
- A person whose spouse, relative within the second degree of kinship, or cohabiting relative falls under any of 1 to 7 above;
- A person who has fallen under any item of 2 to 8 above in the past five years;
- A business executive of a company at which a business executive of the Group assumes the position of an officer;
- A person who currently holds the position of independent Director of the Company and whose tenure, if reappointed, will exceed eight years;
*1 "Business executive" refers to an executive Director, Executive (or Corporate) Officer, manager or other employee.
*2 Directors, etc. refers to Directors, Auditors, Accounting Advisors, Executive Officers (Shikkoyaku), Administrative Officers, Executive (or Corporate) Officers, managers and other employees.