Board Members

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Reason for Appointment

Directors

Title Name Expected Contributions and Role
President and Representative Director Takanobu Ide In June 2018, he was appointed as a president and representative director of the Company. He has been leading the overall management of the Group by making use of his extensive work experience in the Company and knowledge in overall management.
Director Yoshiaki Hirata In June 2014, he was appointed as a director of the Company. He has been overseeing the Group's device business by making use of his extensive work experience in the Company and knowledge in overall management.
Director Masazumi Uematsu In June 2014, he was appointed as a director of the Company. He has been responsible for the business administration of the Company and its Southeast Asian Group companies by making use of his extensive work experience in the finance and accounting fields and governance in Japan and overseas and knowledge in overall management.
Director Ichido Tatsumi In June 2018, he was appointed as a director of the Company. He has been overseeing the Group's system business by making use of his extensive work experience in the Company and knowledge in overall management.
Outside Director Michitoshi Tsuruoka In June 2018, he was appointed as an outside director of the Company. He is expected to continue to provide advice on the management of the Company and supervise the execution of business from an objective and professional perspective based on a high level of insight cultivated through extensive experience in corporate management and corporate auditing.
Outside Director Kazuhiko Kushima In June 2022, he was appointed as an outside director of the Company. He is expected to continue to provide advice on the management of the Company and supervise the execution of business from an objective and professional perspective based on a high level of insight cultivated through R&D in the field of information and communications, and extensive experience in corporate management.

Audit & Supervisory Board Members

Title Name Expected Contributions and Role
Audit & Supervisory Board Member (Full-time) Kenichi Yokoto Since joining the Company in April 1986, he has served as a salesperson, manager, and general manager in the Semiconductors Department, executive officer, and Osaka branch manager, and since June 2018, as a full-time Audit & Supervisory Board Member, he has been utilizing his extensive work experience in the Company and supervising the audits of the Group.
Outside Audit & Supervisory Board Member Akira Chiba In June 2019, he was appointed as an Outside Audit & Supervisory Board Member of the Company. As a certified public accountant, he has considerable knowledge of finance and accounting, and he audits the Company’s management from an objective and professional perspective based on a high level of insight cultivated through extensive experience in corporate accounting audits.
Outside Audit & Supervisory Board Member Takashi Kisaki In June 2019, he was appointed as an Outside Audit & Supervisory Board Member of the Company. As a lawyer, he has considerable knowledge of legal affairs, and he audits the Company’s management from an objective and professional perspective based on a high level of insight cultivated through extensive experience in the civil legal field.

Skills Matrix

Expertise and experience Name
Takanobu Ide Yoshiaki Hirata Masazumi Uematsu Ichido Tatsumi Michitoshi Tsuruoka Kazuhiko Kushima
Corporate Management ✓ ✓ ✓ ✓ ✓ ✓
Finance and Accounting ✓ ✓ ✓
Global ✓ ✓ ✓ ✓
Legal & Compliance ✓ ✓
IT/Technology ✓ ✓ ✓
Risk management ✓ ✓ ✓ ✓
Sales/Marketing ✓ ✓ ✓ ✓
ESG/Sustainability/SDGs ✓ ✓
Human Resources/Labor/Human Resource Development ✓ ✓

Training

Please refer to Article 23 of the Basic Policy for more information on training.

Executive Compensation

Determination Policy

The policy for determining the amount or calculation method of compensation, etc. for the Company’s directors and Audit & Supervisory Board members is stipulated in the Executive Compensation Regulations, as decided by the Board of Directors within the total compensation limit approved by the General Meeting of Shareholders.

The resolution on the compensation, etc. of the Company’s directors and Audit & Supervisory Board members was approved at the 56th Ordinary General Meeting of Shareholders held on June 26, 2007. According to the resolution, the total annual compensation for directors shall not exceed 200 million yen (excluding stock compensation), and the total annual compensation for Audit and Supervisory Board members shall not exceed 60 million yen (excluding stock compensation). The applicable number of officers for said compensation is six directors and four Audit & Supervisory Board members.

At the 70th Ordinary General Meeting of Shareholders held on June 25, 2021, a resolution was passed to introduce a performance-linked stock compensation plan (the “Stock Compensation Plan”) for directors, excluding outside Audit & Supervisory Board members. A trust was established for the Stock Compensation Plan on August 24, 2021. The target period includes four fiscal years, from the fiscal year ended March 31, 2022 to the fiscal year ending March 31, 2025, and, in principle, subsequent periods of three fiscal years each. The maximum contribution amount is calculated as 20 million yen multiplied by the number of fiscal years in each target period, and the maximum number of the Company’s shares, etc., to be granted through the trust is set at 23,500 points (one point corresponds to one share) multiplied by the number of fiscal years in each target period. The number of directors covered under this Stock Compensation Plan is four.

The Executive Compensation Regulations stipulate a standard amount for fixed compensation, taking business performance into account, and also set a performance-based standard amount for performance-linked compensation. The compensation for each director is determined by the Board of Directors, while the compensation for each Audit & Supervisory Board member is determined through discussions among the Audit & Supervisory Board members. In addition, when determining the compensation of directors, the Board of Directors ensures consistency with the Determination Policy, as well as fairness, transparency, and objectivity, by making decisions after deliberations are made at the Nomination and Compensation Committee, which is a voluntary advisory body to the Board of Directors, and recommendations are received from the Committee.

Composition of Compensation

Officer type Total amount of compensation, etc.
(thousand yen)		 Total amount of compensation, etc., by type (thousand yen) Number of Target Officers
(persons)
Fixed compensation Performance-linked compensation
Performance-linked bonus Performance-linked
stock compensation
Directors
(excluding outside directors)		 134,908 80,070 19,800 35,038 4
Audit & Supervisory Board members
(excluding outside Audit & Supervisory Board members)		 20,700 16,800 3,900 - 1
Outside officers 31,300 29,100 2,200 - 5

Notes:

  1. The Company has introduced a performance-linked stock compensation plan (Board Benefit Trust), under which common shares of the Company and monetary compensation will be granted after a certain period. The total amount of performance-linked stock compensation includes provisions recorded for the granted points during the consolidated fiscal year and differ from the actual amount paid.
  2. The total amount of performance-linked bonuses represents the provisions recorded during the consolidated fiscal year and differ from the actual amount paid.
  3. Amounts are presented after rounding down to the nearest thousand yen.

Outside Directors

Independent Directors/ Audit & Supervisory Board Members Notification Form
(Japanese version only)

Independence Criteria for Outside Directors / Audit & Supervisory Board Members

The Company appoints outside directors and outside Audit & Supervisory Board members based on the fundamental principle that they must fulfill the following criteria. In addition, they are expected to fulfill the functions and roles of providing objective and appropriate supervision or auditing based on their professional knowledge, ensuring that there is no risk of conflicts of interest with general shareholders.

a. Individuals who have high expertise and extensive experience in one of the following areas: corporate management, financial accounting, law, crisis management, global management, or the business areas of the Company group;

b. Individuals who possess the ability to oversee and understand the entirety of the Company's management, recognize essential issues and risks, as well as effectively interview the management, provide opinions, and persuade the management when necessary; and

c. Individuals who are considered independent from the Group's management, based on the following independence criteria. Independent outside directors and Audit & Supervisory Board members shall be individuals who do not meet the criteria (A) to (F) outlined below.

  1. Individuals that consider the Company or its subsidiaries as major business partners (i.e. business partners that have a transactional relationship that can influence business decisions to the same extent as the Company’s parent, subsidiary, or affiliated companies; hereinafter the same), as well as executive directors, executive officers, or employees (“Executive Personnel”) of such business partners.
  2. Major business partners of the Company or its subsidiaries or the Executive Personnel thereof.
  3. Consultants, accounting professionals, or legal professionals who have received significant amounts of money or other assets from the Company or its subsidiaries (defined as either an annual average of 100 million yen or 30% of their average total annual expenses over the past three years), other than the Executive Compensation Regulations (if such a recipient is an organization, such as a corporation or partnership, this refers to individuals belonging to said organization).
  4. Individuals who have fallen under any of the following (i) through (iv) during the past three years.
    1. Individuals noted in (A), (B), or (C);
    2. Executive Personnel or a director who is not an Executive Personnel of the Company’s parent company;
    3. Audit & Supervisory Board members of the Company’s parent company (only in the case of independent outside Audit & Supervisory Board members); or
    4. Executive Personnel of companies that share the same parent company as the Company.
  5. Close relatives of those listed in (i) through (viii) below (excluding those who are not considered significant).
    1. Individuals noted in (A) to the one preceding (D);
    2. The Company’s accounting advisor (if the accounting advisor is a corporation, including the employee who should perform the duties of the corporation; hereinafter the same) (only in the case of independent outside Audit & Supervisory Board members);
    3. Executive Personnel of the Company’s subsidiary;
    4. Directors who are not Executive Personnel or financial advisors of the Company’s subsidiary (only in the case of independent outside Audit & Supervisory Board members);
    5. Executive Personnel or directors who are not Executive Personnel of the Company’s parent company;
    6. Audit & Supervisory Board members of the Company’s parent company (only in the case of independent outside Audit & Supervisory Board members);
    7. Executive Personnel of companies that share the same parent company as the Company; or
    8. Individuals who fell under the preceding items (ii) through (iv) or who have been Executive Personnel at the Company (including non-executive directors in the case of independent outside Audit & Supervisory Board members) during the last three years.
  6. Individuals who, for reasons other than those outlined in items (A) through the one preceding (E), may constantly face substantial conflicts of interest with the Company’s general shareholders.