One of the principal roles of Independent Directors is to express opinions based on the decision of whether it is appropriate to entrust management to current Executive Officers from the perspective of the common interests of shareholders by examining and assessing the results of the Company’s management and the performance of Executive Officers as needed in light of the management strategies and management plans determined by the Board of Directors.
All nominees for Independent Director are chosen from personnel with a high level of independence and adequate specialized knowledge in areas expected to be important in company management to enable them to participate in discussion on the essence of management from a position that is completely independent of the execution of business.
In addition, the Company has established its own independence standards based on the independence standards specified by the Tokyo Stock Exchange.
[Independence Standards of Independent Director of EBARA]
Independent persons with no material interests in the Company are to be appointed as Independent Directors. “Independent persons with no material interests” refer to persons to whom none of the following items applies.
1)
An internal employee or former internal employee of the Company or its subsidiaries who do not meet the requirements for Outside Directors stipulated in Article 2, item 15, of the Companies Act.
2)
A person who has been a director (excluding outside director), statutory auditor (excluding outside audit & supervisory board member), executive officer, or employee executing the business of a company with a material business relationship with the Company and its consolidated subsidiaries (hereinafter referred to as the “EBARA Group” or “the Group” in this part) in the past five years. “A company with a material business relationship with the EBARA Group” refers to any of the following
i.
A company to which sales were made accounting for 2% or more of consolidated net sales of the EBARA Group in any of the fiscal years in the past three years.
ii.
A company that made sales to the EBARA Group accounting for 2% or more of its consolidated net sales in any of the fiscal years in the past three years of procurement by the EBARA Group.
iii.
The two financial institutions with the highest average balance of borrowings by the EBARA Group at the end of the fiscal year over the past three years.
3)
A person who is a major shareholder of the Company or the representative of the interests thereof. Specifically, a shareholder of the Company holding 10% or more of the total shares issued, or a director, an executive, an executive officer, a manager or other employee of a company representing the interests thereof within the two years preceding the appointment of Director nominees.
4)
A person providing professional services to the EBARA Group.
“Professional services” refer to the following categories according to the services provided.
i)
Certified public accountant. A person who has been directly engaged in the financial auditing of the EBARA Group in the past five years.
ii)
Attorney, tax accountant, patent attorney, judicial scrivener, or management consultant. A person who has provided services to the EBARA Group in the past three years and has received annual compensation of ¥10 million (including tax) or more.
5)
A person who has received or belongs to a for-profit group that has received donations, financing, or guarantee of debt from the EBARA Group.
6)
A person within two degrees of relationship with a relative who falls under item 1 or item 2, or a person of another degree of relationship who resides with the relative.
7)
A person who currently serves as a director, a statutory auditor or an executive officer of a company that has accepted a director or a statutory auditor from the EBARA Group.
| Name | Independence | Reasons for Appointment | Most Expected Field | |
|---|---|---|---|---|
| Hiroshi Oeda |
〇 |
Mr. Oeda has been involved in the management of a listed company representative of the flour-milling and food industry, and has a track record of improving business performance as a management executive in a manufacturing company. He has abundant experience in general corporate management, in addition to being well-versed in global business. Furthermore, he has exhibited leadership in discussions at the Board of Directors as the Chairperson of the Board of Directors, in addition to contributing to activities of the Nomination Committee as a member, such as selection of Director nominees, the succession planning of President, selection of nominees for management executives and nurturing of such candidates.
He meets qualification requirements stipulated by the Company for Directors, and he is expected to play a role in the areas of “personnel and human resource development,” “finance, accounting, and capital policy” and “corporate management and management strategy” in particular. Nomination Committee selected him as an Independent Director to continue to serve as the Chairperson of the Board of Directors to demonstrate leadership in management of the Board and improvement of governance.
|
・Personnel and human resource development ・Finance, accounting and capital policy ・Corporate management and management strategy ・Social ・Internal control and governance |
|
| Junko Nishiyama |
〇 |
Ms. Nishiyama has been involved in research and development, promotion of environmental initiatives, and the like, at a listed company representative of the healthcare industry. In addition to auditing the entire company’s business as a standing corporate auditor, she has abundant experience in general corporate management. Furthermore, she actively speaks in important meetings such as the Board of Directors, and also contributes to deliberation of topics, including the discussions on revision of the Company’s compensation system and decisions on the compensation standards for Directors and Executive Officers.
She meets qualification requirements stipulated by the Company for Directors, and she is expected to play a role in the areas of “auditing,” “research and development” and “the environment” in particular. Nomination Committee selected the Nominee to newly serve as an Independent Director to demonstrate her expertise as a member of Audit Committee. |
・Auditing ・Technology R&D and Innovation ・Environment ・Social ・Internal control and governance |
|
| Mie Fujimoto |
〇 |
Ms. Fujimoto is an attorney at law well versed in corporate legal affairs centered on labor-related regulations. She utilizes her abundant experience as an outside officer of a listed company. Furthermore, she actively speaks in important meetings such as the Board of Directors, leveraging her extensive experience, abundant knowledge and expertise, and also she has led the Compensation Committee activities, including the discussions on revision of the Company’s compensation system and decisions on the compensation standards for Directors and Executive Officers, as the Chairperson of the Committee.
She meets qualification requirements stipulated by the Company for Directors, and she is expected to play a role in the areas of “legal affairs and risk-management,” “personnel and human resource development,” and “auditing” in particular. Nomination Committee selected the Nominee to serve as an Independent Director to continue to demonstrate her leadership as the Chairperson of Compensation Committee. Although she has not been directly involved in corporate management, we have determined that she will be able to fulfill her duties as an Independent Director for the aforementioned reasons. |
・Legal affairs and risk management ・Personnel and human resource development ・Auditing ・Social ・Internal control and governance |
|
| Hisae Kitayama |
〇 |
Ms. Kitayama is a certified public accountant with a wide variety of audit experience at audit corporations and has abundant knowledge and a wealth of experience in corporate accounting and audit areas. She participates in activities to promote female accountants and diversity.She has extensively audited the Company and the Group and exhibited leadership in the activities of the Audit Committee as the Chairperson of the Committee.
She meets qualification requirements stipulated by the Company for Directors, and is expected to play a role in the areas of “legal affairs and risk management,” “finance, accounting and capital policy,” and “auditing” in particular. Nomination Committee selected the Nominee to continue to serve as an Independent Director to demonstrate her leadership as the Chairperson of Audit Committee.Although she has not been directly involved in corporate management, we have determined that she will be able to fulfill her duties as an Independent Director for the aforementioned reasons. |
・Legal affairs and risk management ・Finance, accounting and capital policy ・Auditing ・Social ・Internal control and governance |
|
| Takuya Shimamura | 〇 |
Mr. Shimamura has been involved in the management of listed companies representing the chemical and materials industries for many years.He has demonstrated strong leadership in organizational cultural reforms from the standpoint of senior management in manufacturers, and is also familiar with globally integrated management. Furthermore, he actively speaks in important meetings such as the Board of Directors, and also contributes to deliberation of topics, including the discussions on revision of the Company’s compensation system and decisions on the compensation standards for Directors and Executive Officers.
He meets qualification requirements stipulated by the Company for Directors, and he is expected to play a role in the areas of “personnel and human resource development,” “finance, accounting, and capital policy,” and “corporate management and management strategy” in particular. Nomination Committee selected the Nominee to serve as an Independent Director to continue to demonstrate his ability as a member of Compensation Committee. |
・Personnel and human resource development ・Finance, accounting and capital policy ・Corporate management and management strategy ・Social ・Internal control and governance |
|
| Teiji Kouge |
〇 |
Mr. Koge has long been involved in the management of a listed company representing the chemical and housing industries, and has abundant experience and broad insight in all aspects of corporate management, including improving business performance from a top management position at a manufacturer and being actively involved in ESG management. Furthermore, he actively speaks in important meetings such as the Board of Directors, in addition to contributing to activities of the Nomination Committee as a member of the Committee, such as the succession planning of President, selection of nominees for management executives and nurturing of such candidates.
He meets qualification requirements stipulated by the Company for Directors, and he is expected to play a role in the areas of “personnel and human resource development,” “finance, accounting and capital policy,” and “corporate management and management strategy” in particular. Nomination Committee selected the Nominee to continue to serve as an Independent Director to demonstrate leadership as a new Chairperson of the Nomination Committee.
|
・Personnel and human resource development ・Finance, accounting and capital policy ・Corporate management and management strategy ・Social ・Internal control and governance |
|
| Tsuyoshi Numagami |
〇 |
As a researcher in corporate management, Mr. Numagami has deep academic knowledge of corporate management strategy and organization, as well as extensive expertise in various industrial fields providing a wide range of recommendations. Furthermore, he actively speaks in important meetings such as the Board of Directors, and has extensively audited the Company and the Group and contributed to activities of Audit Committee as a member of the Committee.
He meets qualification requirements stipulated by the Company for Directors, and he is expected to play a role in the areas of “finance, accounting and capital policy,” “auditing,” and “corporate management and management strategy” in particular. Nomination Committee selected the Nominee to newly serve as an Independent Director to demonstrate his ability as a member of Compensation Committee. Although he has not been directly involved in corporate management, we have determined that he will be able to fulfill his duties as an Independent Director for the aforementioned reasons.
|
・Finance, accounting and capital policy
・Auditing
・Corporate management and management strategy ・Social ・Internal control and governance |
|
For more information about Roles and responsibilities of Independent Director, please refer to EBARA's Corporate Governance Basic Policy
| March 2022 | Orientation for newly elected Independent Directors |
|---|---|
| October 2022 | A site visit of major domestic location |
| December 2022 | Lecture on Diversity and Inclusion by external experts |
| March 2023 | Orientation for newly elected Independent Directors |
| July 2023 | A site visit of major domestic location |
| October 2023 | A site visit of major domestic location |