Corporate Governance

Nomination of Candidates for Directors and Audit & Supervisory Board Members / Training

Nomination of Director Candidates

The Company has adopted human resource standards for Directors with an eye to ensuring the optimal composition of the Board of Directors.

The Company believes that in order for the Board of Directors to fulfill its roles and responsibilities and to strategically direct the Group, it is important to secure a sufficient number of Board of Directors members who are familiar with the Company’s business and the issues it is confronting. The Company also deems it essential to ensure the independence and objectivity of the Board of Directors as well as diversity in the knowledge, experience, and capabilities of each Director. With this in mind, we have prepared a Skill Matrix as one of the criteria for selection.

Based on the concepts outlined above, the Board of Directors appoints, upon the receipt of recommendations from the Nomination Advisory Committee, a certain number of Director candidates who are familiar with the Company’s business and the issues it is confronting and who are capable of carrying out the Company’s management in an appropriate, fair and efficient manner.

Prior to the election of Director candidates, the President and Representative Director shall submit a draft to the Nomination Advisory Committee with a full assessment of the abilities, knowledge and performance of individual candidates, regardless of whether they are from inside or outside of the Company. The Board of Directors shall then finalize its decision on the selection based on recommendations of the Nomination Advisory Committee.

When deemed necessary, the Nomination Advisory Committee deliberates on the dismissal of Directors and reports its conclusions to the Board of Directors.

Skill Matrix
Name Areas in which the Company particularly expects Director candidates to contribute
Corporate philosophy / business
strategy
Gover-nance / legal affairs Finance / accounting / tax Inter-national business / diversity Digital innovation / technology Environ-ment / society / energy policies Human resources develop-ment Marketing / sales Manufac-turing / supply
Shunichi Kito        
Takashi Matsushita          
Susumu Nibuya          
Katsuaki Shindome          
Atsuhiko Hirano            
Masakazu Idemitsu              
Kazunari Kubohara            
Takeo Kikkawa
Outside Independent
           
Mackenzie Clugston
Outside Independent
           
Norio Otsuka
Outside Independent
         
Yuko Yasuda
Outside Independent
           
Mitsunobu Koshiba
Outside Independent
         
  • * indicates areas in which the Company particularly expects the relevant Director to contribute and does not represent all of his/her knowledge and experience.
出光興産, DFF Inc.

Nomination of Candidates for Audit & Supervisory Board Members

Candidates for Audit & Supervisory Board Members are selected from among those who have appropriate experience and abilities as well as the necessary knowledge of finance, accounting or legal affairs. Moreover, candidates for internal Audit & Supervisory Board Members are selected based on their full knowledge of the Company’s business and the issues it is confronting in addition to their abilities to conduct audits and execute the supervision of the Company in an appropriate, fair and efficient manner.

In the selection of candidates for Audit & Supervisory Board Members, the President and Representative Director discusses the matter with all representative directors and, based on the recommendations of the Nomination Advisory Committee, submits to the Board of Directors a draft that sufficiently evaluates the abilities, knowledge and performance of each candidate, regardless of whether they are from inside or outside of the Company, after obtaining the consent of the Audit & Supervisory Board. 

出光興産, DFF Inc.

Independence Requirements for Outside Officers

To ensure that the Board of Directors fulfills its supervisory functions, the Company’s basic policy is to appoint a sufficient number of Independent Outside Directors and Independent Outside Audit & Supervisory Board Members capable of providing useful advice to management based on their knowledge and experience so that they account for more than one third of its Directors and half of its Audit & Supervisory Board Members. In line with this basic policy, candidates for these positions are selected from among persons who satisfy the “Independence Requirements for Outside Officers” in a way that secures diversity in terms of expertise and backgrounds.

出光興産, DFF Inc.

Training

The Company provides training to its Directors and Audit & Supervisory Board Members on their roles and responsibilities as well as the level of compliance literacy expected of them when they assume these positions at a listed company.

In addition, the Company explains its business, finance, and organization to newly appointed Independent Outside Directors and Independent Outside Audit & Supervisory Board Members of the Company, so that they can fulfill their roles and responsibilities. The Company also encourages Directors and Audit & Supervisory Board Members to spontaneously strive for skill improvement and, to this end, provides them with training opportunities tailored to their individual needs, while at the same time offering a broad range of support for necessary expenses.

出光興産, DFF Inc.