TOBISHIMA Integrated Report 2022
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■ Amounts of remuneration and other compensation paid to directors and corporate auditors4(2)--Director categories Directors(Amount paid to outside directors within the above)Corporate auditors(Amount paid to outside corporate auditors within the above)Total of remuneration and other compensation179 million yen (13 million yen)39 million yen(9 million yen)Total of remuneration and other compensation in different categoriesBasic remuneration159 million yen (13 million yen)39 million yen(9 million yen)Strengthening the foundations of corporate managementhave appointed Deloitte Touche Tohmatsu LLC, who handles our audits in a fair manner based on the Companies Act and the Financial Instruments and Exchange Act.Each fiscal year, the Board of Directors verifies the effectiveness of its management practices as well as that of each director and corporate auditor based on self-evaluations and other measures. It then discloses a summary of the results and takes action to make the Board of Directors still more effective. The self-evaluation questionnaires address matters required to activate discussions at the Board of Directors, enhance information acquisition by the directors and corporate auditors and any relevant support systems.The results of an anonymous survey of directors and corporate auditors implemented in FY 2021 evaluated and confirmed the effectiveness of the Board of Directors. In these and other ways, we will continue to enhance the effectiveness of the Board of Directors. To ensure that directors and corporate auditors can adequately fulfill their roles and responsibilities, we provide them with internal information, as required, and opportunities to participate in external training sessions, as well as lectures and other training opportunities involving outside experts. For external directors and outside auditors, we provide various opportunities to deepen their understanding of business operations, including site visits.Presented below is the remuneration granted to directors and corporate auditors in FY 2021.Performance-based stock Number of directors concernedcompensation19 million yen39(Note)1. The above figures include pay for an outside director who resigned at the end of the 78th Ordinary General Meeting of Shareholders held June 29, 2021.2. The total amount of performance-based stock compensation is the compensation for the fiscal year based on the performance-based stock compensation scheme (BBT: Board Benefit Trust) introduced at a resolution of the 76th Ordinary General Meeting of Shareholders.Having established Our Actions addressing Corporate Governance Codes to respond effectively to changes in the business and social environments, we seek to improve the efficiency, soundness, and transparency of management to enhance corporate governance.As a company with a board of company auditors, we have established a management system that allows directors to make decisions and execute business affairs expeditiously and promotes effective management and supervision, thereby enabling and enhancing effective corporate governance.The Board of Directors meet, in principle, monthly, and hold other meetings as necessary to discuss and decide basic management policies and important matters, supervise business execution status, and confirm the progress of execution of the management plans. The decisions are shared at executive board meetings and branch managers’ meetings, and instructions based on such decisions are provided at these meetings. Additionally, with the aim of increasing the effectiveness of supervisory functions and the efficiency of business execution by separating the decision-making/supervisory function from the executive function, we’ve introduced an executive officer system.To enhance the efficiency of business execution, a management conference consisting of representative directors, executive officers, general managers of divisions, and other executive officers, etc. holds a meeting once a week and whenever necessary. This organization is responsible for making decisions related to strategic matters and daily tasks, as well as for summarizing management-related reports from each department.Auditors attend the Board of Directors’ meetings, executive board meetings, branch managers’ meetings and management conferences, where they audit the status of business execution by Directors. Additionally, auditors, the Internal Control and Audit Office, and accounting auditors work closely through liaison meetings and information exchange, striving to improve the effectiveness and efficiency of audits. As accounting auditor, we -10(4)SustainabilityBasic approaches to corporate governanceBusiness execution systemBoard of corporate auditors and accounting auditorsAssessing the effectiveness of the Board of DirectorsTraining for directors and corporate auditorsBoard member remunerationCorporate Governance

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