Epson 2016 Annual Report Download - page 44

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43
(iii) Michihiro Nara (outside director who is an Audit & Supervisory Committee member)
Mr. Nara has a high level of expertise as an attorney. He has considerable insight and experiences through
his involvement in the management of multiple companies as an independent outside officer and
achievements as an Outside Audit & Supervisory Board Member of the Company. Epson expects that he
will appropriately supervise and contribute to the soundness of the Company’s management aimed at
achieving sustainable growth and improving the Company’s corporate value over the medium to long term.
Although he has never been involved in corporate management except as an outside officer, we believe
that he will perform his duties as a Director who is Audit & Supervisory Committee member appropriately
because of the above reasons.
The Company has not entered into a consulting agreement, and has not conducted any consignment of
business activities under any individual agreement, with him who is an attorney-at-law, and the law office
to which he belongs. Epson has registered him as an Independent Director with the Tokyo Stock Exchange.
He owns a small number of Epson shares, but there are no human, capital, business or other interests
between him and the Company.
(iv) Chikami Tsubaki (outside director who is an Audit & Supervisory Committee member)
Ms. Tsubaki has a high level of expertise as a certified public accountant. She has a considerable insight
and experiences through her involvement in the management of multiple companies as independent outside
officer. Epson expects that she will appropriately supervise and contribute to the soundness of the
Company’s management aimed at achieving sustainable growth and improving the Company’s corporate
value over the medium to long term. Although she has never been involved in corporate management
except as an outside officer, we believe that she will perform her duties as a Director who is Audit &
Supervisory Committee member appropriately because of the above reasons.
The Company has not entered into a consulting agreement, and has not conducted any consignment of
business activities under any individual agreement, with she who is a certified public accountant, and there
is no transactional relationship. Epson has registered her as an Independent Director with the Tokyo Stock
Exchange.
(v) Yoshio Shirai (outside director who is an Audit & Supervisory Committee member)
Mr. Shirai has served as Directors at TOYOTA MOTOR CORPORATION, Hino Motors, Ltd. and Toyota
Tsusho Corporation, and has considerable insight and a wealth of experience as a corporate manager.
Epson expects that he will appropriately supervise and contribute to the soundness of the Company’s
management aimed at achieving sustainable growth and improving the Company’s corporate value over
the medium to long term.
He has served as a business executor at Hino Motors, Ltd. and Toyota Tsusho Corporation in the past five
years. The Company has had no transactions with Hino Motors, Ltd. and Toyota Tsusho Corporation in the
past three years, and thus, none of the aforementioned two companies falls under the category of “major
business partner” as prescribed in the “Standard of Outside Officers’ Independence.” He was an executive
at TOYOTA MOTOR CORPORATION until June 2007, but there have been no business transactions
between Epson and the TOYOTA MOTOR CORPORATION in the past three years. Epson has registered
him as an Independent Director with the Tokyo Stock Exchange.
(6) Officer compensation, etc.
(i) Compensation for performance through the 2015 fiscal year
Basic policy
- The policy on director and executive officer compensation is as follows.
(a) Compensation shall provide incentive to directors and executive officers to improve business
performance in order to increase corporate value in both the near, medium, and long terms.
(b) Compensation shall be sufficient to attract qualified persons both from within the Company and
from outside.
(c) Compensation shall be commensurate with period performance so that directors and executive
officers can demonstrate their management capabilities to the fullest during their tenure.
Compensation system
- Director and executive officer compensation shall consist of basic remuneration and bonuses.
- Bonuses shall be paid for the accomplishment of management responsibilities, in amounts
commensurate with performance. Outside directors are not eligible for bonuses.
- A portion of director and executive officer compensation is linked to the Company’s share price.