We will implement a highly independent and objective decision-making process for executive nominations, while also establishing a stronger group-wide risk management framework. Through these measures, we aim to further enhance our management oversight functions.
Establishment of Nomination and Compensation Committee with a majority of independent outside directors
●Nomination and Compensation Committee, majority comprised of independent outside directors, to be established in June (planned) to ensure transparency in executive nomination process and compensation system
✓ Will be responsible for deliberating on director candidates and making recommendations to the Board, as well as formulating the succession plan
✓ Executive compensation will be linked to management targets such as the engagement score to clarify accountability for organizational transformation, while increasing the proportion of stock-based compensation
●Amend the Articles of Incorporation to allow the Chairperson of the Board to be an independent outside director
- Majority are independent outside directors
- Deliberate Board of Directors candidate selection
- Recommend candidate proposal to Board of Directors
- Formulate succession plan
- Consider performance-linked compensation
- Optimize stock remuneration ratio
- Majority are independent outside directors
- Deliberate Board of Directors candidate selection
- Recommend candidate proposal to Board of Directors
- Formulate succession plan
- Consider performance-linked compensation
- Optimize stock remuneration ratio
To further enhance governance effectiveness, will consider transitioning to a “Company with a Nominating Committee, etc.” structure in June 2026
Succession Planning (Leadership Development)
●To ensure a fair and transparent successor selection process, will initiate the formulation of a succession plan by June
✓ Develop next-generation management talent in a long-term and systematic manner to ensure business continuity and sustainable growth, cultivating leaders who can adapt to an evolving business environment and management risks
✓ Aim to maintain and strengthen organizational competitiveness by developing a structured talent development program that fosters diverse skills and experiences. The formulation and management of this plan will be overseen by the Nomination and Compensation Committee
Introduction of Regulations on Executive Retirement Age and Term of Office
●Introduced retirement age for full-time executives and term limits for outside directors in April
●Will eliminate senior advisor* and advisor roles in June
✓ Establish a system to prevent the long-term concentration of authority in specific individuals
*Premised on amendment of Articles of Incorporation at Ordinary General Meeting of Shareholders in June
Establishment of Risk Policy Committee
●Transition from the Management Reform Subcommittee to establish the Risk Policy Committee, composed of independent outside directors and external experts
✓ Will oversee key risks, including human rights risks, across the group organization
✓ Strengthen the board's check and oversight functions over management by objectively identifying, assessing, and formulating policies for risks