Kyudenko Corporation Independence Standards for Outside Directors/Audit & Supervisory Board Members
An Outside Director or Outside Audit & Supervisory Board Member (hereinafter referred to as "Outside Director/Audit & Supervisory Board Member") is determined to be independent by the Company if none of the following attributes applies to:
the Outside Director/Audit & Supervisory Board Member himself/herself, his/her spouse, or his/her relative within the second degree of kinship:
(1)A person who is an executive of the Company or a group company of the Company or was an executive of the Company or a group company of the Company within the past 10 years prior to his/her appointment as an Outside Director/Audit & Supervisory Board Member.
(2)A person who is an executive of a corporation that is a business partner of the Company, and in any of the most recent three past fiscal years of the Company, has made payments to the Company representing more than 2% of non-consolidated net sales of the Company in that fiscal year; or a person who is an executive of a financial institution, which provides indispensable financing to the Company, and cannot be easily replaced because of the Company's reliance on the financing from such institution.
(3)A person who is an executive of a corporation of which the Company is a business partner, and in any of the most recent three past fiscal years of the Company, has received payments from the Company representing more than 5% of nonconsolidated net sales of such corporation in its most recent fiscal year.
(4)A person who received remuneration exceeding 10 million yen directly from the Company in any of the most recent three past fiscal years of the Company for providing professional services concerning law, accounting, tax affairs, or consulting services to the Company (excluding compensation as a Director or an Audit & Supervisory Board Member of the Company) (If the recipient of such remuneration is an organization, a person who is affiliated with such organization)
(5)A person who belongs to an organization or an entity that received a donation or aid exceeding 10 million yen per year on average over the most recent three past fiscal years of the Company.
(6)A person who is an executive of a corporation, etc. that is a shareholder of the Company which substantially owns 10% or more of the voting rights of the Company.
End
[Note]
An executive refers to executive director, executive officer, or other staff members or employees.
