Listed Company Information

Independent Directors/Auditors

Update : Apr. 19, 2013

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TSE prescribed a provision to the effect that a listed company must, for the purpose of protecting general shareholders, secure at least one independent director/auditor (hereinafter "ID/A") (meaning an outside director/auditor who is unlikely to have conflicts of interest with general shareholders) as "Matters to be Observed" in the Codes of Corporate Conduct. Listed companies are required to submit "Independent Directors/Auditors Notifications" to confirm compliance with the Codes of Corporate Conduct related to securing ID/A(s).

  • (*1)The provision of the Codes of Corporate Conduct related to securing ID/A(s) shall be applied from the day following the general shareholders meeting for the business year ending on or after March 1, 2010 (or in the case of a company that closes its accounts in March, from the day following the general shareholders meeting held by the end of June 2010 (the application dates of obligation of securing independent directors/auditors shall differdepending on when listed companies close their accounts).
  • (*2)To gain an understanding of the current situation related to securing ID/A(s) as of the March 31, 2010, TSE had all listed companies submit "Independent Directors/Auditors Notifications" en bloc, and the Guide to Independent Directors/Auditors Notifications below also includes information contained in these notifications. Any listed company whose outside director(s)/outside auditor(s) in office as of March 31, 2010 do not include anyone falling under the TSE's definition of an independent director/auditor is obligated to secure ID/A(s) by the day following the general shareholders meeting for the business year ending on or after March 1, 2011 at the latest. (Please note that the period prior to such date shall be a transition period under the Securities Listing Regulations.)

A Handbook on Practical Issues for Independent Directors/Auditors

This handbook was published as a measure to enhance effectiveness of Independent Director/Auditor System with the aim of providing an opportunity for Independent Directors/Auditors to better understand their expected role and explaining what matters should be considered when fulfilling such roles, alongside the reasoning behind these matters.
This book is composed of a “General Discussion” section and an “Itemized Discussion” section. In the General Discussion section, TSE explains the position of Independent Directors/Auditors and basic viewpoints. In the Itemized Discussion section, TSE shows the viewpoints of general shareholders and a checklist for each agenda item to be resolved by the board of directors, and provides explanations for each case.

A Handbook on Practical Issues for Independent Directors/Auditors PDF

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