Appointment of Outside Directors
The Company secures its management oversight system as a result of appointing outside directors who express their opinions to the Board of Directors from an independent and objective standpoint.
Reasons for Appointment as Outside Directors
| Name | Reasons for Appointment |
|---|---|
| Sachiko Murase | As a lawyer specializing in corporate legal affairs, Ms. Sachiko Murase has a wealth of expertise and a high level of professional knowledge. In addition to her experience as an outside officer at listed companies, since she took office as a director at the Company, she has been committed to providing valuable advice at Board of Directors' meetings. Accordingly, she is expected to continue to contribute to sustaining and strengthening the Group's growth strategies, corporate governance, and risk management. |
| Kazuhiro Aigami | Mr. Kazuhiro Aigami has served as the Representative Director for JVCKENWOOD Corporation and in other important posts, and thus has a wealth of management experience, as well as extensive insight into global sales and marketing strategies. Since he took office as a director of the Company, he has been committed to providing valuable advice at Board of Directors' meetings. Accordingly, he is expected to continue contributing to sustaining and strengthening our global business strategies and governance. |
| Kazuyoshi Hata | Mr. Kazuyoshi Hata has served as a Senior Executive Officer at Konica Minolta, Inc., and in other roles, and as such, he not only has a proven track record and vast experience in business management and business reforms, but he also possesses a wide range of insight stretching from the technology domain through to the management planning domain. Since he took office as a director of the Company, he has been committed to providing valuable advice at Board of Directors' meetings. Accordingly, he is expected to continue contributing to sustaining and strengthening growth strategies and governance in new business fields. |
Status of Outside Directors'Activities (April 1, 2023 - March 31, 2024)
| Name | Status of Activities |
|---|---|
| Sachiko Murase | ・Attendance at Board of Directors'meetings：Attended 17 of 17 meetings ・Status of comments at Board of Directors'meetings：She comments appropriately based on her specialist perspective on corporate legal affairs as a lawyer. ・Overview of duties carried out in connection with the role expected to be fulfilled by outside directors：She actively points out challenges relating to corporate governance and makes recommendations conducive to enhancing corporate value, based on the high level of expertise she has cultivated as a lawyer. She also provides beneficial advice on empowering female employees. |
| Kazuhiro Aigami | ・Attendance at Board of Directors'meetings：Attended 17 of 17 meetings ・Audit and Supervisory Committee meetings：Attended 17 of 17 meetings ・Status of comments at Board of Directors' meetings and Audit and Supervisory Committee meetings：He comments appropriately based on his specialist perspective concerning management as a whole. ・Overview of duties carried out in connection with the role expected to be fulfilled by outside directors：He actively points out challenges relating to global management and makes recommendations conducive to enhancing corporate value, based on his wealth of experience and broad-ranging insight as a business person. In addition, as Chairman of the Nomination and Remuneration Committee, which considers the personnel system and remuneration of the Company's executive management, he actively makes recommendations on the building of the Company's executive structure and remuneration systems, from an objective standpoint. |
| Kazuyoshi Hata | ・Attendance at Board of Directors'meetings：Attended 17 of 17 meetings ・Audit and Supervisory Committee meetings：Attended 17 of 17 meetings ・Status of comments at Board of Directors' meetings and Audit and Supervisory Committee meetings：He comments appropriately based on his specialist perspective concerning management as a whole. ・Overview of duties carried out in connection with the role expected to be fulfilled by outside directors：He actively raises points concerning business reforms and growth strategies and makes recommendations conducive to enhancing corporate value, based on his wealth of experience and broad-ranging insight as a business person. In addition, as a member of the Nomination and Remuneration Committee, which considers the personnel system and remuneration of the Company's executive management, he actively makes recommendations on the building of the Company's executive structure and remuneration systems, from an objective standpoint. |
Directors'Skills Matrix
Remuneration for Directors, etc. Shareholders' Meeting (Document)
The appropriateness of the policy for determining remuneration for directors, etc. is discussed at the Nomination and Remuneration Committee, an advisory body to the Board of Directors, in which the majority of members is composed of independent outside directors and which is chaired by an independent outside director, and the policy is decided at the Board of Directors based on the Committee's recommendations.
Remuneration for directors (excluding outside directors and directors who serve as Audit and Supervisory Committee members) consists of a fixed monthly "Basic remuneration (monthly salary)" (monetary reward), "Bonus" (monetary reward) linked to achievement level of business performance of a single fiscal year and distributed as short-term incentive, and "Share-based remuneration" linked to achievement level of business performance defined in the medium-term management plan and distributed as medium- to long-term incentive.
Roundtable Discussion between Outside Directors and the President by Integrated Report 2024
Maxell Group is working together to steadily advance MEX26 and achieve growth
