Director-related
Board of Directors Information
| Maximum number of Directors required in the Articles of Incorporation | 15 |
|---|---|
| Term of Directors in the Articles of Incorporation | One year |
| Chairperson of the Board | President |
| Number of Directors | 9 |
| Election of Outside Directors | Yes |
| Number of Outside Directors | 6 |
| Number of Outside Directors designated as Independent Officers | 4 |
Reasons for Appointing Outside Directors
Outside Director (Independent Officers)
Toshifumi Minami
| Supplementary explanation of applicable items | － |
|---|---|
| Reason for appointment | Mr. Minami has served as a judge for many years and has a high degree of insight and a wealth of experience on laws and regulations. Since taking office as a Director, he has actively provided his opinions and given advice not only on legal matters but on important management issues in general. We believe that it is appropriate to have him continue to supervise the Company’s management. Therefore, we have nominated him as a candidate for Outside Director of the Company. He has no past involvement in the Company’s management other than as an Outside Director or outside Audit and Supervisory Committee Member. So, for the reasons given above, we judged that he can effectively execute his duties as an Outside Director, and we have designated him as an Independent Officer as he meets the Company’s criteria for being independent. |
| Activity in fiscal 2022 | Attendance at board of directors’ meetings 16/16 meetings (100%) |
Outside Director (Independent Officer)
Kay Miwa
| Supplementary explanation of applicable items | － |
|---|---|
| Reason for appointment | After practicing as a lawyer in China, Ms. Miwa gained extensive experience in legal affairs, cross-border M&As, and corporate governance as an in-house lawyer at multiple companies. The Company expects her to supervise management by providing expert advice on improving the effectiveness of decision-making and monitoring of the Company’s Board of Directors as well as strengthening risk management in businesses activities, independently from the management team by applying her extensive experience and expertise. As a member of the Compensation Advisory Committee, she has provided appropriate advice regarding the compensation system for Directors and determination of individual compensation. We believe that it is appropriate to have her continue to supervise the Company’s management and have therefore appointed her as an Outside Director. We have designated her as an Independent Officer as she meets the Company’s criteria for being independent. |
| Activity in fiscal 2022 | Attendance at board of directors’ meetings 14/14 meetings (100%) |
Outside Director
Yosuke Mochida
| Supplementary explanation of applicable items | Mr. Mochida is engaged in the execution of operations at Mitsubishi Corporation, one of the Company’s major shareholders, and has therefore not been designated as an Independent Officer based on the regulations of the Tokyo Stock Exchange. However, while there are transactions related to products between Mitsubishi Corporation and the Company, such transactions accounted for an average of 0.33% of the Meiwa Group’s net sales over the past three fiscal years. Therefore, they are not considered material enough to cause any special conflicts of interest, and are not deemed likely to cause conflicts of interest with general shareholders. |
|---|---|
| Reason for appointment | As a person engaged in the execution of operations at Mitsubishi Corporation, Mr. Mochida is well-versed in trading company business and the chemical business, a core business of the Company. He also has an international mindset gained through overseas experience and management of overseas operations. He has been involved in formulating and implementing management plans in the Company’s corporate planning department for six years. The Company expects him to supervise management by providing expert advice on improving the effectiveness of decision-making and monitoring of the Company’s Board of Directors as well as strengthening risk management in business activities, independently from the management team by applying his extensive experience and expertise and have therefore appointed him as an Outside Director. |
| Activity in fiscal 2022 | － |
(Took office on June 23, 2023)
Outside Director (Independent Officer / Audit and Supervisory Committee Member)
Kazunori Iwamura
| Supplementary explanation of applicable items | Mr. Iwamura has worked in auditing at Mitsubishi Chemical Holdings Co., Ltd. However, that company has no business relationship with the Company and therefore we have designated him as an Independent Officer following the regulations of the Tokyo Securities Transfer Agent Co., Ltd. |
|---|---|
| Reason for appointment | Mr. Iwamura is an expert in businesses related to chemicals, having executed business at Mitsubishi Chemical Corporation for many years. He also has extensive experience and knowledge as an auditor and assistant to auditors supervising management. We believe that it would be to our benefit that Mr. Iwamura uses this experience and knowledge to provide opinions and make recommendations on important management issues in general as well as to supervise and audit the Company’s management. So, we believe that he is able to fully perform the duties of an Outside Director who is an Audit and Supervisory Committee member. |
| Activity in fiscal 2022 | Attendance at board of directors’ meetings 16/16 meetings (100%) |
Outside Director (Audit and Supervisory Committee Member)
Nobuo Mio
| Supplementary explanation of applicable items | Because Mr. Mio is involved in the business operation of Mitsubishi Corporation, which is the Company’s major shareholder, the Company has not designated him as an Independent Officer following the regulations of the Tokyo Stock Exchange. Although the Company has business transactions for merchandise with Mitsubishi Corporation, this represents 0.08% (annual average) of the Group’s consolidated sales for the last three fiscal years. Therefore, we believe that there is nothing significant that would cause special interests to arise and he has no conflict of interest with the general shareholders of the Company. |
|---|---|
| Reason for appointment | Mr. Mio is an expert in the finance and accounting work of trading companies, having executed business at Mitsubishi Corporation for many years. We believe that it would be to our benefit that Mr. Mio uses this experience and knowledge to provide opinions and recommendations on important management issues in general as well as to supervise and audit the Company’s management. We believe that he is able to fully perform the duties of an outside director who is an Audit and Supervisory Committee Member. |
| Activity in fiscal 2022 | Attendance at board of directors’ meetings 12/16 meetings (75%) |
Outside Director (Independent Director / Audit and Supervisory Committee Members)
Michitaka Goto
| Supplementary explanation of applicable items | Mr. Goto is involved in the business execution of AGC Inc., and although the Company has product-related business transactions with AGC Inc., these transactions have averaged 0.12% of the Group’s consolidated sales in the last three fiscal years. We believe that he meets the Company’s criteria for being independent that there is no risk that he will influence the decisions of shareholders and investors, so a summary statement is not required. |
|---|---|
| Reason for appointment | Mr. Goto is an expert in finance and accounting, having executed business at AGC, Inc. for many years. We believe that it would be to our benefit that Mr. Mio uses this experience and knowledge to provide opinions and recommendations on important management issues in general as well as to supervise and audit the Company’s management. So, we believe that he is able to fully perform the duties of an outside director who is an Audit and Supervisory Committee member. We have designated him as an Independent Officer as he meets the Company’s criteria for being independent. |
| Activity in fiscal 2022 | Attendance at board of directors’ meetings 15/16 meetings (94%) |
Independent Officers
| Number of independent officers | 4 |
|---|
The Company designates, as independent officers, all Outside Directors who meet the requirements for independence standards for outside directors in the Corporate Governance Guidelines.
Incentives
| Incentive Policies for Directors | Introduction of performance-based compensation and other incentives |
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In addition to base compensation, compensation for Directors (excluding Audit and Supervisory Committee Members and Outside Directors) consists of performance-based compensation and stock-based compensation, reflecting business performance and promoting value sharing with shareholders. With the introduction of a stock-based compensation system approved at the General Meeting of Shareholders held on June 23, 2023, the proportion of performance-based compensation increases for higher positions, with the payment ratio for the President at approximately 70% base compensation, 15% performance-based compensation, and 15% stock-based compensation. Stock-based compensation uses achievement of ROE of 7% or higher in the final fiscal year of our medium-term management plan as an indicator. Stock-based compensation will be provided in fiscal 2026 based on share delivery points granted during fiscal 2023–2025, serving as a medium- to long-term incentive to further increase profit sharing with shareholders. The indicators for performance-based compensation are consolidated net profit for each fiscal year, qualitative evaluation, and performance in the Director’s areas of responsibility. These indicators were selected to reflect consolidated operating results as management responsibility, and performance of assigned duties as execution responsibility, in compensation amounts. Consolidated net profit forecast at the beginning of fiscal 2022, used to calculate performance-based compensation for fiscal 2022, was 2.1 billion yen, and actual results were 1.72 billion yen.
| Recipients of Stock Options | None |
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Compensation for Directors
| Disclosure of Individual Directors’ Compensation | No individual disclosure |
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Compensation for Directors (excluding Audit and Supervisory Committee Members) was 76 million yen (including 22 million yen for Outside Directors), and compensation for Directors who are Audit and Supervisory Committee Members was 41 million yen (including 24 million yen for Outside Directors).
| Policy for Determining Compensation and the Calculation Method | Yes |
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Disclosure of Policy for Determining Compensation and the Calculation Method
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Basic Policy
The Company regards Director compensation as a driving force for achieving sustainable growth and creating new value, and has therefore established the following basic policy:
- To provide appropriate compensation levels to secure managerial talent in accordance with roles and responsibilities
- To be linked to shareholder profits so as to function adequately as an incentive to continually improve corporate value
- To maintain a highly transparent system that ensures accountability to shareholders
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Concept of compensation level
The compensation level for Directors of the Company is reviewed for appropriateness by the Compensation Advisory Committee, and determined by the Board of Directors based on the Committee’s recommendations. In the review, objective data from external organizations are utilized to make comparisons with benchmark companies of similar size in related industries and business categories, and the Group’s business performance and employee compensation levels are comprehensively taken into consideration. The compensation levels for Directors who are Audit and Supervisory Committee Members are determined through discussions by the Audit and Supervisory Committee, and set separately for full-time and part-time positions in accordance with their roles and duties.
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Compensation Structure
Compensation for Executive Directors consists of base compensation, performance-based compensation, and stock-based compensation, with the ratio set so that the higher the position, the higher the variable compensation ratio, based on comparisons with benchmark companies. Compensation for Outside Directors and Directors who are Audit and Supervisory Committee Members consists only of base compensation in accordance with their duties.
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Compensation Advisory Committee
To strengthen the independence, objectivity, and accountability of the Board of Directors regarding officer compensation, the Company has established a Compensation Advisory Committee as an advisory body to the Board of Directors, with a majority of members being Outside Directors. The Committee deliberates on matters related to officer compensation based on objective information provided by external organizations when consulted with by the Board of Directors.
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Process for Determining Individual Compensation
The Board of Directors delegates authority to decide performance-based coefficients for compensation for individual officers to the President and Chief Executive Officer. To ensure this authority is exercised appropriately by the President and Chief Executive Officer, matters are deliberated in advance by the Compensation Advisory Committee and the opinions of the Audit and Supervisory Committee are heard. The President and Chief Executive Officer, who has been delegated said authority, must make determinations in accordance with the recommendations of the Compensation Advisory Committee and opinions of the Audit and Supervisory Committee. Details of the officer compensation system are posted on the Company’s website.