Nikon 2016 Annual Report Download - page 41

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NIKON REPORT 2016
Criteria for Determining Independence of External Directors
In addition to the requirement for external directors under the Companies Act, the Company judges that an external director candidate is
independent if he/she does not fall into any of the following requirements.
a) The candidate serves or had served the Group in the past.
b) The candidate is a “major client or supplier*” of the Company or an executive thereof.
c) The candidate is a major shareholder of the Company or an executive of the said major shareholder.
d) The candidate had served in the past at a company whose directors are concurrently serving as the Company’s external director and vice versa.
e) The candidate is a person who belongs to a company or organization that receives a donation from the Company or a person who had served
in the past at said company or organization.
f) The candidate’s relative within the second degree of kinship serves as an important executive of a “major client or supplier” of the Group or
the Company.
* “Major client or supplier” refers to a client or supplier that fall into either of the following:
(1) A client or supplier with whom the Company has transactions that falls into the following, in any of the past three years:
• A party which receives payment from the Company equivalent to 2% of the party’s consolidated net sales or ¥100.0 million, whichever the greater
• A party which makes payments to the Company equivalent to 2% of the Company’s consolidated net sales or ¥100.0 million, whichever the greater
(2) A consultant, an accounting professional, or a legal professional who receives compensation from the Company in excess of ¥10 million per year
(average over the past three scal years)
Reasons for Appointment of External Director, except Audit and Supervisory Committee Members
Name Reasons for Appointment
Akio Negishi
Akio Negishi has served as Representative Executive Ofcer of Meiji Yasuda Life Insurance Company and possesses many years of
management experience and exceptional knowledge, and we believe that he will be able to contribute to our overall management from
a big-picture perspective.
Reasons for Appointment of External Directors and Audit and Supervisory Committee Members
Name Reasons for Appointment
Haruya Uehara
Haruya Uehara has a career as President of Mitsubishi UFJ Trust and Banking Corporation and possesses many years of management
experience and outstanding insight, and we believe that he will be able to contribute to securing the soundness and appropriateness of
management, as well as to increasing transparency.
Hiroshi Hataguchi Hiroshi Hataguchi has expertise and experience concerning compliance, etc., as an attorney at law, and we believe that he will be able to
contribute to securing the soundness and appropriateness of management, as well as to increasing transparency.
Kunio Ishihara
Kunio Ishihara has a career as President of Tokio Marine & Nichido Fire Insurance Co., Ltd., etc., and possesses long years of management
experience and outstanding insight, and we believe that he will be able to contribute to securing the soundness and appropriateness of
management, as well as to increasing transparency.
The Audit and Supervisory Committee audits and supervises the
status of management by directors other than those who are Audit
and Supervisory Committee members, and ofcers. For such purpose,
Audit and Supervisory Committee members regularly attend important
meetings, such as the meetings of the Board of Directors and the
Executive Committee, and conducts audits and supervision over the
management and directors. In addition, to further enhance indepen-
dence and neutrality of the audit system, the Audit and Supervisory
Committee shall consist of ve Audit and Supervisory Committee
members, including three independent external directors.
In the appointment of its external directors, the Company attaches
importance to ensuring their independence. The Company appoints
external director candidates from among those with either a wealth of
knowledge and experience, etc., as executives of other companies,
or those with expertise and experience, etc., as specialists such as
attorneys and certied public accountants, who are qualied to take
part in a management supervision function from a fair and objective
standpoint independent from management.
Audit and Supervisory Committee
Appointment of External Directors
CORPORATE GOVERNANCE
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NIKON REPORT 2016