External Directors / External Statutory Auditors

External Directors

(As of June 26, 2019)

External Directors

Motoya Aizawa

Attendance at Board of Directors’ Meetings:12 / 12 (100%)

[Reason for nominating the person as a candidate for External Statutory Auditor]

Mr. Motoya Aizawa served as Chairman and CEO of a securities company and has achievements as a corporate manager. He has played an appropriate role in the Company’s efforts to strengthen the supervisory functions of Board of Directors, etc. from an independent and objective standpoint taking advantage of the in-depth knowledge he has accumulated in the fields of securities and finance and his experience, etc. in corporate management. The Company therefore expects that Mr. Motoya Aizawa will continue to contribute to the management as the Company’s Director, and thus has nominated him as a candidate for External Director.

The Group believes that Mr. Motoya Aizawa will not have potential conflicts of interest with general shareholders in the Company, such as human relationships, capital relationships, transactional relationship, or any other interests, and that his independence is ensured.

External Directors

Kunitaro Saida

Attendance at Board of Directors’ Meetings:12 / 12 (100%)

[Reason for nominating the person as a candidate for External Statutory Auditor]

Mr. Kunitaro Saida has served as a superintendent public prosecutor of the respective High Public Prosecutor’s Offices of Takamatsu, Hiroshima and Osaka. Also, since his retirement from these offices, he has engaged in corporate legal affairs as an attorney, and although Mr. Kunitaro Saida has never been directly involved in corporate management, he has played an appropriate role in the Company’s efforts to strengthen the supervisory functions of Board of Directors, etc. from an independent and objective standpoint taking advantage of the specialized knowledge and experience, etc. he has accumulated in the legal profession. The Company therefore expects that Mr. Kunitaro Saida will continue to contribute to the management as the Company’s Director, and thus has nominated him as a candidate for External Director.

The Group believes that Mr. Kunitaro Saida will not have potential conflicts of interest with general shareholders in the Company, such as human relationships, capital relationships, transactional relationships, or any other interests, and that his independence is ensured.

External Directors

Kiichiro Masui

Attendance at Board of Directors’ Meetings:12 / 12 (100%)

[Reason for nominating the person as a candidate for External Statutory Auditor]

Mr. Kiichiro Masui serves as Chairman of the Board of The Japan Securities Research Institute. Although Mr. Kiichiro Masui has never been directly involved in corporate management, he has played an appropriate role in the Company’s efforts to strengthen the supervisory functions of Board of Directors, etc. from an independent and objective standpoint taking advantage of the specialized knowledge and experience, etc. he has accumulated in the world of finance and securities. The Company therefore expects that Mr. Kiichiro Masui will contribute to the enhancement of corporate value of the Company, and thus has nominated him as a candidate for External Director.

The Group believes that Mr. Kunitaro Saida will not have potential conflicts of interest with general shareholders in the Company, such as human relationships, capital relationships, transactional relationships, or any other interests, and that his independence is ensured.

External Directors

Junji Ota

Attendance at Board of Directors’ Meetings:9 / 9 (100%)

[Reason for nominating the person as a candidate for External Statutory Auditor]

Mr. Junji Ota has served as a Director, Member of the Board of Nippon Steel Corporation and has achievements as a corporate manager. He is expected to play an appropriate role in the Company’s efforts to strengthen the supervisory functions of Board of Directors, etc.from an independent and objective standpoint taking advantage of his deep knowledge and experience, etc. in corporate management. The Company therefore expects that Mr. Junji Ota will contribute to the management as the Company’s Director, and thus has nominated him as a candidate for External Director.

The Group believes that Mr. Kunitaro Saida will not have potential conflicts of interest with general shareholders in the Company, such as human relationships, capital relationships, transactional relationships, or any other interests, and that his independence is ensured.

External Statutory Auditor

(As of June 26, 2019)

External Statutory Auditor

Masayuki Hirose

Attendance at Board of Directors’ Meetings:12 / 12 (100%)
Attendance at Board of Statutory Auditors’ Meetings:11 / 11 (100%)

[Reason for nominating the person as a candidate for External Statutory Auditor]

Mr. Masayuki Hirose has served as Director (member of the Audit Committee) of Japan Exchange Group, Inc., Statutory Auditor of Tokyo Stock Exchange, Inc., and Chairperson of Japan Audit & Supervisory Board Members Association and has achievements as a statutory auditor. The Company therefore expects that Mr. Masayuki Hirose will take advantage of the specialized knowledge and experience from an independent and objective standpoint he has accumulated as a statutory auditor for the supervision of the business operations of the Company and others, and thus has nominated him as an appointed candidate for External Statutory Auditor.

The Group believes that Mr. Kunitaro Saida will not have potential conflicts of interest with general shareholders in the Company, such as human relationships, capital relationships, transactional relationships, or any other interests.

External Statutory Auditor

Chikami Tsubaki

Attendance at Board of Directors’ Meetings:12 / 12 (100%)
Attendance at Board of Statutory Auditors’ Meetings:11 / 11 (100%)

[Reason for nominating the person as a candidate for External Statutory Auditor]

Although Ms. Chikami Tsubaki has never been directly involved in corporate management, the Company believes she is able to make use of her specialized knowledge and experience, etc. as a certified public accountant for the audit system of the Company from an independent and objective standpoint. Therefore, the Company has nominated her as a candidate for External Statutory Auditor.

The Group believes that Mr. Kunitaro Saida will not have potential conflicts of interest with general shareholders in the Company, such as human relationships, capital relationships, transactional relationships, or any other interests, and that his independence is ensured.

External Statutory Auditor

Jun Sekine

Attendance at Board of Directors’ Meetings:9 / 9 (100%)
Attendance at Board of Statutory Auditors’ Meetings:9 / 9 (100%)

[Reason for nominating the person as a candidate for External Statutory Auditor]

The Company believes Mr. Jun Sekine is able to make use of the deep knowledge he has accumulated in The Bank of Japan and the experience in corporate management, etc. he has accumulated in securities companies for the audit system of the Company from an independent and objective standpoint. Therefore, the Company has nominated him as a candidate for External Statutory Auditor.

The Group believes that Mr. Kunitaro Saida will not have potential conflicts of interest with general shareholders in the Company, such as human relationships, capital relationships, transactional relationships, or any other interests, and that his independence is ensured.

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