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【参・企英・ガバナンス】カテゴリタイトル

governance

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Corporate Governance Structure

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Corporate Governance Structure

We have adopted a COMPANY system under which Oji Holdings Corporation undertakes the formulation of Group management strategies as well as the supervision of Group governance, while each COMPANY comprised of closely associated businesses forms the center of the Group’s business operations. This structure accelerates decision making by each business unit and clarifies management responsibilities.
In addition, as a company with a Board of Auditors, Oji Holdings Corporation strives to strengthen the governance of the entire Group through audits of the execution of duties by Directors carried out by the Auditors and the Board of Auditors.
In 2015, we established the Nomination Committee and the Compensation Committee as advisory bodies to the Board of Directors. We are striving to improve the objectiveness and transparency of the decisions made by each body. The Compensation Committee also analyzes the effectiveness of and deliberates the evaluation of the Board of Directors.


Corporate governance structure


Policies for Determining the Amount of Compensation for Directors and the Total Amount of Compensation

Policies for Determining the Amount of Compensation for Directors

Compensation for Directors comprises (1) base compensation, (2) compensation reflecting short-term business performance, and (3) stock-based compensation reflecting medium- to long-term improvement in corporate value.

The amount of compensation is decided by the Board of Directors based on proposals from the Compensation Committee. Compensation for Outside Directors comprises base compensation only, while that for Auditors is decided through discussions among the Auditors.

Oji Holdings had adopted stock options as stock-based remuneration for the Directors in 2006. However, a decision has been made to replace this with performance-linked, stock-based remuneration, at the 92nd annual meeting of shareholders on June 29, 2016, to motivate the Directors to contribute more to improving medium- to long-term business performance and enhancing corporate value.


Under the performance-linked, stock-based remuneration system, a trust funded by Oji Holdings acquires the company shares, and delivers those of the number equivalent to points granted to each Director in accordance with certain criteria such as business results and financial indicators, to each Director. The company shares are delivered to each Director at the time of retiring from the Board of Directors, in principle. The initial trust period is three years and it may be extended and continued for another three years at the expiration, based on the resolution of the Board of Directors. Please refer to the company’s Annual Reports for the method of calculating the points. New granting of stock options has been discontinued due to the adoption of the above system.

Securities report(Japanese only)

Total Amount of Compensation for Directors and Auditors

Total amount of compensation for Directors and Auditors (fiscal 2017)
○Directors: ¥676 million for 15 Directors (including \30 million for 2 Outside Directors)
○Auditors: ¥90 million for 6 Auditors (including \34 million for 2 Outside Auditors) )


Nomination Committee and Compensation Committee

Purpose of the Establishment

In 2015, Oji Holdings established the Nomination Committee and the Compensation Committee as advisory bodies to the Board of Directors. We strive to improve the objectiveness and transparency of the decisions made by each body. The Compensation Committee also analyzes the effectiveness of and deliberates the evaluation of the effectiveness of the Board of Directors.

Members, Duties, and Meetings of the Nomination Committee

○Members: Chairman, President (committee chair), and all Outside Directors
○Duties: Deliberating the following issues/matters and reporting to the Board of Directors

  • Nomination policies for candidates for Directors and Auditors
  • Selection policies for Corporate Officers
  • Nomination of candidates for Directors and Auditors, and selection of Corporate Officers
  • Dismissal of Directors/Auditors/Corporate Officers who do not fulfill the nomination policies/selection policies
  • Succession planning for the President and Chief Executive Officer
  • Selection and dismissal of Corporate Advisors (komon)
○Meetings: Once in the period from April 1 to December 31, 2018. The attendance rates are : Kiyotaka Shindo 100%, Susumu Yajima 100%, Michihiro Nara 100%, and Nobuaki Terasaka 100%.

Members, Duties, and Meetings of the Compensation Committee

Members: Chairman, President (committee chair), and all Outside Directors
○Duties: Deliberating the following issues/matters and reporting to the Board of Directors

  • Compensation structure and standards of Directors and Corporate Officers
  • Evaluation of Directors and Corporate Officers
  • Analysis and evaluation of the effectiveness of the Board of Directors
  • Compensation structure and standards of Corporate Advisors (komon)

○Meetings: Twice in the period from April 1 to December 31, 2018. The attendance rates are: Kiyotaka Shindo 100%, Susumu Yajima 100%, Michihiro Nara 100%, and Nobuaki Terasaka 100%.

Outside Officers

Activities and Reasons for Selection of Outside Officers

Oji Holdings has appointed two Outside Directors and three Outside Auditors. All Outside Officers attend the Board of Directors meetings and the twice-monthly briefing sessions conducted by the Director responsible for the Corporate Governance Division regarding the agenda of the Management Meeting and issues/matters to be discussed by the Board of Directors. The two Outside Directors are also members of the Nomination Committee and the Compensation Committee.
Candidates for Independent Outside Directors are those with a high level of expertise and broad knowledge who are capable of expressing opinions that are independent from management and from the viewpoints of various stakeholders. Candidates for Auditors are those who have excellent personalities and knowledge, a high level of expertise, and extensive experience.


○Outside Officers (as of December 2018)