The basic compensation is calculated based on the individual director's
position, etc. The compensation linked to performance is calculated by taking into consideration the
company's performance and a comprehensive range of other factors. In addition, the Board of Directors
passes a resolution on submitting a compensation proposal to the Compensation Committee—the relevant
advisory body. Once the committee has deliberated on the proposal and given its opinions, the Board of
Directors discusses it again, then makes a final decision on how much compensation the directors are
going to be paid.
Strategic Shareholding Policy
We will only hold shares for purposes other
than investment if we have decided that it is reasonable to do so. The decision-making will include
how many shares to hold, and take into account how necessary they are for business activities in terms
of factors like business partnerships and maintaining and strengthening business relations.
For decisions on whether to acquire or dispose of shares, first, the directors responsible
examine the respective shares as appropriate, to determine how they relate to the above policy. Next,
the Board of Directors conducts a detailed examination of its own, then decides whether to acquire or
dispose of them.
There are no specific criteria for exercising voting rights in relation to the shares we hold,
but they are only exercised after each individual proposal has been examined, in accordance with the
above policy.
Whistleblowing System
We have established mechanisms to ensure
appropriate handling of consultations or whistleblowing about matters such as organizational or
personal violations of laws and regulations. We also have rules in place to protect whistleblowers and
detect and correct wrongdoing, etc. early on.
Based on these rules, the General Affairs Department and auditors—ones who are independent from
top management—function as internal points of contact for whistleblowing and consultations. Likewise,
independent outside lawyers function as external ones. Through measures such as these, we have a
system in place to ensure that information reported by whistleblowers gets reported to the Board of
Corporate Auditors.
Appointment of Outside Directors and Outside Corporate Auditors
Director
Takehiko Sugiyama
Mr. Sugiyama formerly taught as a university professor and was also involved in university management as president of a national university. He also has an abundance of knowledge and experience in the transportation sector. AFC has appointed him as an outside director as it expects him to contribute to its sustainable growth and an increase in its enterprise value in the medium to long term by helping to ensure appropriate execution of business operations from his position of independence as an outsider.
Kayo Aoyama
Ms. Aoyama, who is a freelance TV announcer, has also served on a succession of government-appointed committees, including in the transportation sector, and has an abundance of knowledge and experience. AFC has appointed her as an outside director as it expects her to contribute to its sustainable growth and an increase in its enterprise value in the medium to long term by helping to ensure appropriate execution of business operations from her position of independence as an outsider.
Yasuo Miki
Mr. Miki has an abundance of experience and superior knowledge as in the telecommunications industry. AFC has appointed him as an outside director as it expects him to contribute to its sustainable growth and an increase in its enterprise value in the medium to long term by helping to ensure appropriate execution of business operations from his position of independence as an outsider.
Auditor
Sawako Ueno
Ms. Ueno is capable of conducting audits from a position of objectivity based on her professional knowledge as a Certified Public Accountant. AFC has appointed her as an outside auditor as it expects her to provide high quality advice on accounting.
Tomohiro Suzuki
Mr. Suzuki is capable of conducting audits from a position of objectivity based on his professional knowledge as a Certified Public Tax Accountant and a Certified Public Accountant. AFC has appointed him as an out auditor as it expects him to provide high quality advice on accounting.
