One of the principal roles of Independent Directors is to express opinions based on the decision of whether it is appropriate to entrust management to current Executive Officers from the perspective of the common interests of shareholders by examining and assessing the results of the Company’s management and the performance of Executive Officers as needed in light of the management strategies and management plans determined by the Board of Directors.
All nominees for Independent Director are chosen from personnel with a high level of independence and adequate specialized knowledge in areas expected to be important in company management to enable them to participate in discussion on the essence of management from a position that is completely independent of the execution of business.
In addition, the Company has established its own independence standards based on the independence standards specified by the Tokyo Stock Exchange.
[Independence Standards of Independent Director of EBARA]
Independent persons with no material interests in the Company are to be appointed as Independent Directors. “Independent persons with no material interests” refer to persons to whom none of the following items applies.
Role and Composition of Independent Directors
Role and Independence Criteria for Independent Directors
Role and Standards for Independence of Independent Directors
- An internal employee or former internal employee of the Company or its subsidiaries who do not meet the requirements for Outside Directors stipulated in Article 2, item 15, of the Companies Act.
- A person who has been a director (excluding outside director), statutory auditor (excluding outside audit & supervisory board member), executive officer, or employee executing the business of a company with a material business relationship with the Company and its consolidated subsidiaries (hereinafter referred to as the “EBARA Group” or “the Group” in this part) in the past five years. “A company with a material business relationship with the EBARA Group” refers to any of the following
- A company to which sales were made accounting for 2% or more of consolidated net sales of the EBARA Group in any of the fiscal years in the past three years.
- A company that made sales to the EBARA Group accounting for 2% or more of its consolidated net sales in any of the fiscal years in the past three years of procurement by the EBARA Group.
- The two financial institutions with the highest average balance of borrowings by the EBARA Group at the end of the fiscal year over the past three years.
- A person who is a major shareholder of the Company or the representative of the interests thereof. Specifically, a shareholder of the Company holding 10% or more of the total shares issued, or a director, an executive, an executive officer, a manager or other employee of a company representing the interests thereof within the two years preceding the appointment of Director nominees.
- A person providing professional services to the EBARA Group.
“Professional services” refer to the following categories according to the services provided.- Certified public accountant. A person who has been directly engaged in the financial auditing of the EBARA Group in the past five years.
- Attorney, tax accountant, patent attorney, judicial scrivener, or management consultant. A person who has provided services to the EBARA Group in the past three years and has received annual compensation of ¥10 million (including tax) or more.
- A person who has received or belongs to a for-profit group that has received donations, financing, or guarantee of debt from the EBARA Group.
- A person within two degrees of relationship with a relative who falls under item 1 or item 2, or a person of another degree of relationship who resides with the relative.
- A person who currently serves as a director, a statutory auditor or an executive officer of a company that has accepted a director or a statutory auditor from the EBARA Group.
Reasons for Appointments of Independent Directors
| Name | Independence | Reasons for Appointment | Most Expected Field |
|---|---|---|---|
Hiroshi Oeda | 〇 | Hiroshi Oeda has been involved in the management of a listed company in flour-milling and food industry, and has a track record of improving business performance as a management executive in a manufacturing company, and extensive experience in general corporate management. He also has extensive knowledge in global business. He has exhibited leadership as the Chairman of the Board of Directors. He is contributing to activities of the Nomination Committee as a member of the Committee, such as selection of Director candidates, succession planning of President, selection of nominees for management executives and nurturing of such candidates. He meets qualification requirements stipulated by the Company for Directors, and he is expected to play a role in the areas of “personnel and human resource development,” “finance, accounting, and capital policy,” and “corporate management and management strategy” in particular. Nomination Committee selected him to continue to serve as Chairman of the Board of Directors to demonstrate his leadership in the operation the Board and enhancement of governance. | ・Personnel and human resource development ・Finance, accounting and capital policy ・Corporate management and ・Social ・Internal control and governance |
Junko Nishiyama | 〇 | Junko Nishiyama has been involved in research and development and environmental initiatives of a listed healthcare company, and has served and a fulltime corporate auditor conducting a company-wide audits, and possess abundant experience in corporate management in general. She is actively participating to discussions at the Board of Directors, in addition to contributing to activities of the Audit Committee as a member by conducting audits widely at the Company and the Group. She meets qualification requirements stipulated by the Company for Directors, and she is expected to play a role in the areas of “auding” and “technological R&D” and “environment” in particular. Nomination Committee selected her as a Chair of Audit Committee to demonstrate her leadership. | ・Auditing ・Technology R&D and Innovation ・Environment ・Social ・Internal control and governance |
Mie Fujimoto | 〇 | Mie Fujimoto is an attorney at law well versed in corporate legal affairs centered on labor-related regulations and has served as an outside officer of a listed company. She actively speaks in important meetings such as the Board of Directors meetings utilizing her abundant experience and expertise, and also leads the Compensation Committee activities, including the discussions on revision of the Company’s compensation system and decisions on the compensation standards for Directors and Executive Officers as the Chairperson of the Committee. She meets qualification requirements stipulated by the Company for Directors, and she is expected to play a role in the areas of “legal affairs and risk management” “personnel and human resource development” and “auditing” in particular. Nomination Committee selected her to continue to serve as an Independent Director to demonstrate her leadership as Chairperson of Compensation Committee. Although she has not been directly involved in corporate management, we have determined that she will be able to fulfill her duties as an Independent Director for the aforementioned reasons. | ・Legal affairs and risk management ・Personnel and human resource ・Auditing ・Social ・Internal control and governance |
Takuya Shimamura | 〇 | Takuya Shimamura has been involved in the management of listed companies representing the chemical and materials industries for many years. He has demonstrated strong leadership in organizational cultural reforms from the standpoint of senior management in manufacturers, and is also familiar with globally integrated management. Furthermore, he actively speaks in important meetings such as the Board of Directors, and also contributes to deliberation of topics, including the discussions on revision of the Company’s compensation system and decisions on the compensation standards for Directors and Executive Officers. He meets qualification requirements stipulated by the Company for Directors, and is expected to play a role in the areas of “personnel and human resource development,” “finance, accounting and capital policy” and “corporate management and management strategy in particular. Nomination Committee selected him to continue to serve as an Independent Director to demonstrate his expertise as a member of Compensation Committee. | ・Personnel and human resource development ・Finance, accounting and capital policy ・Corporate management and ・Social ・Internal control and governance |
Teiji Kouge | 〇 | Teiji Kouge has long been involved in the management of a listed company representing the chemical and housing industries, and has abundant experience and broad insight in all aspects of corporate management, including improving business performance from a top management position at a manufacturer and being actively involved in ESG management. Furthermore, he actively speaks in important meetings such as the Board of Directors meetings, and also leads the Nomination Committee activities, including the discussions on President succession planning and development of the candidates, as a Chairperson of the Committee. He meets qualification requirements stipulated by the Company for Directors, and he is expected to play a role in the areas of “personnel and human resource development,” “finance, accounting, and capital policy,” and “corporate management and management strategy” in particular. Nomination Committee selected him to continue to serve as an Independent Director to excel his leadership as the Chairperson of the Nomination Committee. | ・Personnel and human resource development ・Finance, accounting and capital policy ・Corporate management and ・Social ・Internal control and governance |
Tsuyoshi Numagami | 〇 | As a researcher in corporate management, Tsuyoshi Numagami has deep academic knowledge of corporate management strategy and organization, as well as extensive expertise in various industrial fields providing a wide range of recommendations. He actively speaks at important meetings such as the Board of Directors meetings, and contribute to the discussions on revision of the Company’s compensation system and decisions on the compensation standards for Directors and Executive Officers as a member of the Compensation Committee. He meets qualification requirements stipulated by the Company for Directors, and he is expected to play a role in the areas of “finance, accounting and capital policy,” “auditing,” and “corporate management and management strategy” in particular. Nomination Committee selected him to continue to serve as an Independent Director to demonstrate his ability as a member of Compensation Committee. Although he has not been directly involved in corporate management, we have determined that he will be able to fulfill his duties as an Independent Director for the aforementioned reasons. | ・Finance, accounting and capital policy ・Auditing ・Corporate management and management strategy ・Social ・Internal control and governance |
Kaeko Kitamoto | 〇 | Kaeko Kitamoto is a certified public accountant with a wide variety of audit experience at a major audit corporation and has abundant knowledge and a wealth of experience in corporate accounting and audit areas. She meets qualification requirements stipulated by the Company for Directors, and she is expected to play a role in the areas of “legal affairs and risk management,” “finance, accounting and capital policy,” and “auditing” in particular. Nomination Committee selected her to serve as an Independent Director to demonstrate her ability as a member of Audit Committee.Although she has not been directly involved in corporate management, we have determined that she will be able to fulfill her duties as an Independent Director for the aforementioned reasons. | ・Legal affairs and risk management ・Finance, accounting and capital policy ・Auditing ・Social ・Internal control and governance |
About the Independent Directors' Meeting
A meeting consisting solely of independent directors (Independent Directors' Meeting) has been established and is held several days before Board of Directors meetings.
At this meeting, the Independent Directors receive explanations from the executive officers in charge on the main items on the agenda of the Board of Directors, deepen their understanding of the issues, and engage in free discussions.
At the Board of Directors held after the Independent Director's meeting, the quality of the discussions is enhanced by the Independent Directors' comments from their own perspectives and responsibilities.
Training for Directors
In order to deepen the understanding of the EBARA Group and enhance the knowlege with grabing the latest trends, the company promotes training for Directors.
The Company offers opportunities for newly elected Directors to gain knowledge of, and insight into, the subjects necessary to perform their responsibilities as Directors, including finance, legal affairs and corporate governance prior to, or immediately after, the election.
Also, all Independent directors are given opportunities to deepen their understanding of the EBARA Group's business through visits to the Group's business sites.
In addition, in order to keep abreast of the latest trends in the industry and related fields, we provide appropriate training opportunities, such as lectures by external experts, on medium- to long-term issues.
Trainings Conducted for 2023 - 2024
| March 2023 | Orientation for newly elected Independent Directors |
|---|---|
| July 2023 | A site visit of major domestic location |
| October 2023 | A site visit of major domestic location |
| Octover 2024 | A waste treatment plant Visit |
| December 2024 | Coeporate Governance Training inviting an global expert |
