Given the current scale of business, the need to facilitate substantial discussions at Board of Directors meetings and Board of Corporate Auditors meetings and to ensure an appropriate number of Outside Directors, etc., we believe that the appropriate size of the Board of Directors is not more than ten Directors (one third or more of whom are independent directors). Likewise, the Articles of Incorporation set an upper limit of ten. We also believe that the appropriate size of the Board of Corporate Auditors is not more than five members (half or more of whom are independent auditors), who are individuals having appropriate experience and ability as well as necessary knowledge in finance, accounting, and legal affairs, with at least one (1) Corporate Auditor who has sufficient expertise in finance and accounting. Likewise, the Articles of Incorporation set an upper limit of five. Furthermore, in order to make important policy decisions in an ever-changing business environment and to exercise a sustained supervisory function, we have identified five qualities, knowledge, experience, etc. (hereinafter collectively referred to as "skills") in "leadership," "technology," "finance," "governance," and "sustainability" for the Board of Directors and Board of Corporate Auditors and believe that a composition that ensures a good balance of such skills will contribute to management.
The Officer Appointment Standards and the Officer Dismissal Standards have been established as described below and are applied when appointing or dismissing a Director or Corporate Auditor. In addition, in order to further enhance fairness and transparency in appointment and dismissal of Directors, the Management, Nomination and Remuneration Advisory Committee meets and reports the results of its deliberations to the Board of Directors, and the Board of Directors makes the final decision by taking such report into account.
<Officer Appointment Standards>
1. A person who practices the Nitto Way*
2. A person who can contribute to the Company with the five skills identified by the Company.
*Our unique values consisting of safety, sustainability, diversity and human rights, customer, anticipation of change, challenge, sanshin activities, niche top, speed and perfection, corporate culture, personal development and sense of ownership.
Five skills identified by the Company
| Skill | Reason for selection |
|---|---|
| Leadership | For a company to keep growing in a dramatically changing business environment, it needs to make bold business decisions. For this reason, we have chosen leadership qualities and experience in a global organization, such as being part of a management team or a person responsible for a large project at a listed company, or a manager of a venture company, or having a key role in a government, as a skill we seek in our Board members. |
| Technology | To achieve Nitto’s mission, “Contribute to customers’ value creation with innovative ideas,” we need to keep investing in innovation. For this reason, we have chosen in-depth knowledge in science and technology not only in relation to our existing businesses but also in relation to IT, DX, quality, the environment, safety technologies, and new areas as a skill we seek in our Board members. |
| Finance | To manage a company, we need scientific investment measures based on financial indicators. For this reason, we have chosen knowledge in finance and accounting as a skill we seek in our Board members. |
| Governance | The statement, “Place safety before everything else,” which is one of the principles of “The Nitto Way,” also encompasses “management security.” For this reason, we have chosen insights into and board experience in areas such as legal matters, risk management, and labor as a skill we seek in our Board members. |
| Sustainability | For a company to keep growing, it needs to help build a sustainable society in addition to achieving its own growth. For this reason, we have chosen a background in areas, such as diversity, environmental contribution, and brand value, as a skill we seek in our Board members. |
[Nomination of Outside Directors and Outside Corporate Auditors]
When nominating Outside Director and Outside Corporate Auditor candidates, individuals who are considered appropriate for such positions must meet the Independent Officer Appointment Standards and the Officer Appointment Standards. In order for Outside Directors and Corporate Auditors to set aside the time and labor required to properly fulfill their roles and responsibilities at Nitto, due attention is paid to the statuses of concurrent positions (officers, etc.) that they might hold at other companies in order to ensure that such statuses are appropriate.
<Criteria for Independent Outside Directors and Outside Corporate Auditors>
The Company, in an effort to ensure the objectivity and transparency of governance, has set forth the criteria for the independence of Outside Directors and Outside Corporate Auditors (hereinafter collectively referred to as “Outside Officer(s)”), as follows.
The Company considers an Outside Officer or a candidate for Outside Officer to have independence, if, after conducting an investigation to the utmost reasonable extent, it is determined that none of the following items are applicable to the Outside Officer or candidate for Outside Officer.
<Criteria for “Important Concurrent Positions”>
Concurrent positions are deemed “important” if:
At Nitto, decisions are made at different levels: the Board of Directors serves as an organization for making management decisions and conducting oversight; the Corporate Strategy Committee undertakes business affairs based on decisions made by the Board of Directors; each business division (including corporate departments) has its own meeting structure(s); and heads of each department make decisions (see Nitto’s website for information on the Corporate Governance System).
The scope and content of decisions to be made at each level are regulated through the Group’s decision-making regulations and standards that are specifically segmented based on the nature of such decisions, amounts to be approved, and other factors. Management decision-making and execution of operations at the Board of Directors are thus separated from each other, and the effectiveness of discussions at the Board of Directors meetings is ensured.
At Nitto, related party transactions conducted by our Directors or major shareholders and other parties are resolved at Board of Directors meetings or entrusted to Outside Directors as appropriate in order to verify the rationality (business necessity) of such transactions and the validity of their terms and conditions.
Whether or not any items to be presented at Board of Directors meetings and other important meetings fall under the definition of related party transactions is examined by the Secretariat beforehand in conjunction with the legal department.
The soundness and appropriateness of such transactions are ensured through ex-post-facto checking of their nature, etc. by the internal audit department and through audits by the Board of Corporate Auditors (members).
When nominating Directors and Corporate Auditors, Nitto makes it a policy to nominate candidates appropriate for such positions who, in light of the Officer Appointment Standards, can fulfill the duties and responsibilities of Directors and Corporate Auditors. Additionally, Nitto periodically provides training on practicing the Corporate Philosophy, compliance ,and corporate responsibilities that should be assumed by the Officers, which are participated in by not only employees, but also all of the officers, who thereby set an example for others to follow. Nitto’s internal officers are obliged to constantly gather information and train themselves proactively in order to fulfill their roles.
Newly appointed outside officers undertake training on Nitto’s business lines, financial position, and other topics immediately after taking office.
Policy related to remuneration of Directors
1. Basic policy related to remuneration of Directors
- The content of remuneration shall be such that Nitto Persons* are allowed to be appointed as a Director.
- The remuneration structure shall be such that Directors are motivated to contribute to Nitto’s sustainable growth and the enhancement of its corporate value over the mid- and long-term.
- The remuneration determination process shall be fair and transparent.
* In addition to the basic requirement of having profound insights and high levels of expertise acquired from past experience, Nitto Persons should comprehend and live up to our Corporate Philosophy, deliver results, and continue to take on new challenges.
2. Components of remuneration
Directors (excluding Part time Directors and Outside Directors) shall be remunerated as follows.
| Type | Category | Policy related to the content of remuneration, methods of calculating the amount/number, and the timing of payment |
|---|---|---|
| Fixed remuneration | Remuneration
in cash |
Monthly remuneration as determined by position, responsibility, and length of service is paid in cash. |
| Short-term
performance-linked remuneration |
Bonus for Directors
in cash |
The amount of compensation paid to each Director is determined by the progress of achievement of the Group's performance indicators on consolidated operating profit and consolidated ROE over the period of one business term and by the progress of achievement of targets set for each Director’s areas of responsibilities. |
| Mid-term
performance-linked remuneration |
Performance-linked
share-based remuneration |
This additional remuneration is designed to incentivize Directors to improve business performance over the mid-term and share-based remuneration is granted once every three consecutive business terms.
The number of shares to be granted to each individual is determined by consolidated operating profit and consolidated ROE, and ESG-related performance when three years have passed since the commencement of their performance evaluation. Targets should be set high and no remuneration is paid if the targets are not met. The number of shares to be granted ranges between 0% and 150% according to the progress of achievement of the targets. |
| Mid- and long-term
performance-linked remuneration |
Restricted
share remuneration |
Share remuneration is granted for each business term to align the interests of Directors and shareholders and reflect mid- and long-term business performance in their remuneration.
The number of shares to be granted to each Director is determined by position, responsibility, and length of service. The amount of remuneration is linked to the market price by setting restrictions on transfer until retirement. |
Note: Consolidated operating profit is chosen as an indicator for their commitment to delivering results, whereas consolidated ROE serves as an indicator for measuring business stability. ESG-related performance serves as a measure of sustainable corporate value improvement.
In light of their roles and independence, Part time Directors and Outside Directors are remunerated by fixed remuneration only.
3. Policy related to designing of the remuneration level
In order to ensure that remuneration for Nitto's officers, etc. is at a competitive level vis-à-vis industry standards, their remuneration level is set by benchmarking a group of major companies of a similar scale in the same industry as Nitto.
4. Policy related to the component ratio of remuneration
For the purpose of standard evaluation, the target component ratio of remuneration is: Remuneration in cash : Bonus for Directors : Restricted share remuneration = 30% : 60% : 10%. Performance-linked share-based remuneration is provided as additional remuneration when mid-term targets have been achieved, but not provided based on standard evaluation.
5. Policy related to the decision process
The policy related to the standard amount, calculation method, component ratio among different types of remunerations, timing or conditions of payment, etc. for the remuneration of each Director shall be decided by the Board of Directors after comprehensively taking into account such factors as Nitto's business lines, management environment, the levels of remuneration to officers at major companies of a similar scale in the same industry as Nitto and upon receiving a report on the results of deliberations by the Management, Nomination and Remuneration Advisory Committee.
Decisions on concrete details of remuneration in cash for each term of office and allocation of bonuses for officers to each Director shall be entrusted to the President (who is also a Board Member) pursuant to a resolution of the Board of Directors. Because the President is in a position to evaluate if targets for Directors other than Outside Directors have been met, it is deemed rational for him/her to make a decision on the allocation. Remuneration in cash shall be determined according to the position, responsibility, and length of service, whereas bonuses for officers shall be determined by taking into account the progress of achievement of targets set for areas of responsibilities of each Director in accordance with the predetermined standard amount and calculation method above, in order to prevent arbitrary decisions from being made. For performance-linked share-based remuneration and restricted share remuneration, the Board of Directors shall determine the number of shares to be granted to each Director using a predetermined formula.
Policy related to remuneration of Corporate Auditors
1. Basic policy related to remuneration of Corporate Auditors
- The content of remuneration shall be such that Nitto Persons are allowed to be appointed as a Corporate Auditor.
- The remuneration structure shall be such that it contributes to the fulfillment of their duties, including audits of the performance of duties by Directors.
2. Components of remuneration
Remuneration of Corporate Auditors does not include any share-based or other performance-linked portions, and instead is comprised solely of fixed compensation in cash.
3. Policy related to designing of the compensation level
In order to ensure that compensation for Nitto's officers, etc. is at a competitive level vis-à-vis industry standards, their remuneration level is set by benchmarking a group of major companies of a similar scale in the same industry as Nitto.
4. Policy related to the decision process
Remuneration of individual Corporate Auditors is determined through consultation among themselves.
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