Company with Committees

n June 2008, shareholders approved the adoption by the Group of the Company with Committees model, replacing the former Corporate Statutory Auditors model. Three committees were established.

The Nomination Committee decides the details of the agenda items to be submitted to the General Meeting of Shareholders concerning the appointment and removal of directors. The Committee consists of seven directors, including four external directors. Its chairman is Katsuji Fujimoto, Chairman of the NSG Group.

The Audit Committee is chaired by the Vice-Chairman of the Group, Tomoaki Abe, and comprises six directors, including four external directors. It conducts audits of the execution of duties by directors and executive directors and ensures that adequate risk management processes are followed. It also decides the details of agenda items to be submitted to the General Meeting of Shareholders concerning the appointment and removal of independent auditors.

The Compensation Committee makes decisions on compensation of individual directors and executive directors. The Committee is chaired by an external director, George Olcott, and comprises five directors, including three external directors.