Chairman of the Board of Directors | Chairman (excluding person concurrently serving as President) |
Number of directors | 15 people |
Number of outside directors | 5 people |
Number of independent directors out of outside directors | 5 people |
Name |
Position |
Masahiro Sugino | From another company |
Takahiro Iwase | From another company |
Akira Kodama | From another company |
Shoji Inoue | Lawyer |
Koji Nishikawa | CPA |
Name |
Membership of the Audit & Supervisory Committee |
Independent officers |
Supplementary explanations regarding qualifying criteria |
Reasons for appointment |
Masahiro Sugino | ○ |
Makita has a business relationship with LIXIL Corporation, at which Mr. Sugino served as President and Representative Director, and sells products, etc. to LIXIL Corporation. However, the transaction amount for the fiscal year ended March 31, 2021 was 2 million yen, which constituted less than 0.01% of the Company’s consolidated revenue, so it is not a significant business relationship. | Mr. Sugino has participated in the management of LIXIL Group, including INAX, for many years and has a thorough knowledge of corporate management, with which he currently provides useful opinions on the management of the Company from a broad perspective. Makita has judged that he is suitable for the position of Outside Director because we believe that he will be able to utilize his wealth of experience and broad insight for the management of the Company from an independent perspective. We believe that there is no special interest between him and the Company and that there is no risk of conflict of interest with general shareholders. |
|
Takahiro Iwase | ○ |
Makita has a business relationship with Aichi Steel Corporation, at which Mr. Iwase served as Chairman and Representative Director, and mainly purchases components, etc. from Aichi Steel Corporation. However, the transaction amount for the fiscal year ended March 31, 2021 was 1,047 million yen, which constituted only 0.5% of the consolidated net sales of Aichi Steel Corporation, so it is not a significant business relationship. | Mr. Iwase has participated in the management of core companies of the Toyota Group, including TOYOTA MOTOR CORPORATION, for many years and has a thorough knowledge of corporate management. Makita has judged that he is suitable for the position of Outside Director because we believe that he will be able to utilize his wealth of experience and broad insight for the management of the Company from an independent perspective. We believe that there is no special interest between him and the Company and that there is no risk of conflict of interest with general shareholders. |
|
Akira Kodama | ○ |
○ |
Makita has a business relationship with Hekikai Shinkin Bank, at which Mr. Kodama served as Managing Director and Corporate Officer. However, the transactions between the Company and Hekikai Shinkin Bank are only deposits, so it is not a significant business relationship. | Mr. Kodama has many years of experience at financial institutions and his expertise in accounting and so on, with which he currently provides useful opinions from a professional perspective. Makita has judged that he is suitable for the position of Outside Director who is an Audit & Supervisory Committee Member because we believe that he will be able to utilize his wealth of experience and insight to audit and supervise the management of the Company from an independent perspective. We believe that there is no special interest between him and the Company and that there is no risk of conflict of interest with general shareholders. |
Shoji Inoue | ○ |
○ |
- |
Mr. Inoue has extensive knowledge and expertise gained through his practice as attorney at law, with which he currently provides useful opinions from a professional perspective. Makita has judged that he is suitable for the position of Outside Director who is an Audit & Supervisory Committee Member because we believe that he will be able to utilize his wealth of experience and insight to audit and supervise the management of the Company from an independent perspective. We believe that there is no special interest between him and the Company and that there is no risk of conflict of interest with general shareholders. |
Koji Nishikawa | ○ |
○ |
Makita has a business relationship with PricewaterhouseCoopers Aarata LLC, at which Mr. Nishikawa served as a partner, and receives corporate in-service training from PricewaterhouseCoopers Aarata LLC. However, the transaction amount for the fiscal year ended March 31, 2021 constituted less than 1 million yen, so it is not a significant business relationship. | Mr. Nishikawa has extensive knowledge and expertise in corporate accounting audits as a certified public accountant. Makita has judged that he is suitable for the position of Outside Director who is an Audit & Supervisory Committee Member because we believe that he will be able to utilize his wealth of experience and insight to audit and supervise the management of the Company from an independent perspective. We believe that there is no special interest between him and the Company and that there is no risk of conflict of interest with general shareholders. |
All Committee Members |
Full-time Members |
Inside Directors |
Outside Directors |
Chairperson |
4 |
2 |
1 |
3 |
Inside Director |
Available |
Number of all committee members |
Number of Internal Directors |
Number of Outside Directors |
Chairman |
Nomination and Compensation Committee |
5 |
2 |
3 |
Outside Director |
The Nomination and Compensation Committee consists of at least three Directors, the majority of whom are Independent Outside Directors. The members of the Committee are selected from among the Directors by a resolution of the Board of Directors, and the Chairperson of the Committee is selected from among the Independent Outside Directors by a resolution of the Nomination and Compensation Committee. While including Internal Directors as members of the Committee to make discussions more substantive, the Company has enhanced the independence of the Nomination and Compensation Committee by appointing the Chairperson and a majority of members from among Independent Outside Directors.
The General Affairs Department is in charge of the secretariat, and the members as of the submission of this report and their attendance in FYE2021 (from December 2020, when the Nomination and Compensation Committee was established, to March 2021) are as follows.
Mr. Masahiro Sugino, Outside Director, Attendance: 2 out of 2 meetings
Mr. Masahiko Goto, Chairman and Representative Director, Attendance: 2 out of 2 meetings
Mr. Munetoshi Goto, President and Representative Director, Attendance: 2 out of 2 meetings
Mr. Takahiro Iwase, Outside Director, Attendance: ―
Mr. Akira Kodama, Outside Director (Standing Audit & Supervisory Committee Member), Attendance: ―
* Mr. Iwase and Mr. Kodama were appointed as the members on June 25, 2021.
* Attendance of Mr. Akiyoshi Morita, who passed away on April 29, 2021: 2 out of 2 meetings
The Nomination and Compensation Committee is responsible for the functions of both a nomination committee and a compensation committee. The Nomination and Compensation Committee deliberates and gives advice on the following matters based on the consultation of the Board of Directors: 1) policies concerning the nomination of Representative Directors and Directors, etc. (excluding Directors who are Audit & Supervisory Committee Members); 2) matters concerning the selection of Representative Directors and the selection of Directors, etc. (excluding Directors who are Audit & Supervisory Committee Members); 3) matters concerning the succession plan for the President; and 4) policies concerning decisions on the details of individual compensation for Directors, etc. (excluding Directors who are Audit & Supervisory Committee Members). In addition, based on the delegation of the Board of Directors, the Committee also determines the details of individual compensation for Directors, etc. (excluding Directors who are Audit & Supervisory Committee Members).
[Compensation for Directors (Excluding Directors Who Are Audit & Supervisory Committee Members)]
The Board of Directors, after consultation with and receiving advice from the Nomination and Compensation Committee, determines the decision-making policy on the details of individual compensation for Directors (excluding Directors who are Audit & Supervisory Committee Members). The compensation for Directors (excluding Directors who are Audit & Supervisory Committee Members) consists of monthly compensation, bonuses and restricted shares compensation, and for the purpose of providing sound incentives for improving the corporate value over the medium- to long-term, the Company appropriately determines the proportion of the monthly compensation, bonuses and restricted shares compensation.
With respect to monthly compensation and bonuses, decision of the amount of individual compensation for Directors shall be delegated to the Nomination and Compensation Committee pursuant to a resolution by the Board of Directors. The Nomination and Compensation Committee consists of five members: Chairman and Representative Director Mr. Masahiko Goto, President and Representative Director Mr. Munetoshi Goto, Outside Director Mr. Masahiro Sugino, Outside Director Mr. Takahiro Iwase, and Outside Director (Standing Audit & Supervisory Committee Member) Mr. Akira Kodama. The Chairman of the Committee is Outside Director Mr. Masahiro Sugino.
Bonuses are paid to Directors, excluding Directors who are Audit & Supervisory Committee Members and Outside Directors, and linked to consolidated business result in order to motivate them to improve such business result. For the purpose of management of the Company in a manner favorable to shareholders, just as in the case of dividend payment, bonuses are based on the profit attributable to owners of the parent per share (Basic) after certain adjustments reflecting special circumstances. After consultation with and receiving advice from the Nomination and Compensation Committee, the Board of Directors determines the total amount of bonuses to be paid to Directors based on a certain formula and submits the total amount of bonuses to the General Meeting of Shareholders. The allocation of bonuses to each Director is determined by the Nomination and Compensation Committee under the authority delegated by a resolution of the Board of Directors, based on performance, positions and other factors. Bonuses to Directors are paid at a certain time each year.
Restricted shares compensation is introduced to Directors (excluding Directors who are Audit & Supervisory Committee Members and Outside Directors) in order to allow them to share the risks and benefits of stock price fluctuations with shareholders to a greater extent and further enhance their motivation to contribute to improving the stock price and the corporate value of the Company. The allotment of restricted shares to each Director is decided based on position, etc. at the Board of Directors after consultation with and receiving advice from the Nomination and Compensation Committee. Restricted shares are granted at a certain time each year.
[Compensation to Directors Who Are Audit & Supervisory Committee Members]
Full amount of the compensation to Directors who are Audit & Supervisory Committee Members is fixed so that their independence from the management can be secured and the specific amount for each of them is decided through discussions among the Directors who are Audit & Supervisory Committee Members.