Revisions to Independency Criteria of External Directors
The Nippon Sheet Glass Company, Limited (hereinafter the “Company” or “NSG”), announces that the Company’s Nomination Committee has revised the independency criteria for External Directors.
The Company originally developed and adopted criteria, where External Directors’ relationships with the NSG Group itself, its directors, officers and/or major shareholders shall be considered, taking into account appropriate relevant rules and regulations of foreign jurisdictions as well as the criteria set by the Tokyo Stock Exchanges. Meeting the criteria is a part of the qualification process to become a candidate for an NSG’s External Directorship.
Amid growing expectations to enhance corporate governance with more emphasis on the External Directors’ role, the Company revised the criteria by adding more specific and quantitative indicators, in order to provide a clearer view on what is “independency” for NSG’s External Directors.
Under the revised criteria an External Director will cease to be independent due to the existence of any one of the following factors for the past three years with respect to the External Director him/herself and his/her close relatives and any organization to which they have belonged:-
- Any transaction to pay to/receive from the Company in excess of one percent of the Company’s/their consolidated sales;
- Receipt of money or monetary equivalent equal or exceeding JPY 10 million, excluding the director’s fee; and
- Engagement or involvement in the audit of the NSG Group as part of the Company’s Independent Auditors (CPA).
For the details of the independency criteria please visit:-
[http://www.nsg.com/~/media/NSG/Site%20Content/sustainability/Downloads%20attached%20to%20pages%20in%20sustainability%20section/CriteriaOfIndependency_E01.ashx]
The Company’s current four External Directors and Mr. Günter Zorn, a newly appointed candidate for External Director, fully satisfy the above criteria.
For the convocation notice of the 148th Ordinary General Meeting of Shareholders, please visit:-
[http://www.nsg.com/en/investors/ir-library/shareholders-general-meeting]
Corporate governance is a key element in the operational agenda of NSG Group.
The Group adopts a Company with Committees structure, under which we intend and seek to introduce additional safeguards for shareholders, increase the transparency of management, and enhance corporate governance by separating the functions of execution and oversight, with the role of the external directors strengthened.
For the details on the Company’s approach to corporate governance, please visit:-
[http://www.nsg.com/en/sustainability/corporategovernance/approach]
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