{"id":1808,"date":"2023-04-03T15:55:17","date_gmt":"2023-04-03T06:55:17","guid":{"rendered":"http:\/\/adop-mjc-test.com\/?page_id=1571"},"modified":"2025-08-19T16:42:53","modified_gmt":"2025-08-19T07:42:53","slug":"corporate_governance","status":"publish","type":"page","link":"https:\/\/adop-mjc-test.com\/en\/corporate\/governance\/corporate_governance\/","title":{"rendered":"Corporate Governance"},"content":{"rendered":"  <main>\r\n    <section>\r\n      <div class=\"title--no-image\">\r\n        <h1 class=\"inner\">Corporate Governance<\/h1>\r\n      <\/div>\r\n\r\n      <div class=\"inner\">\r\n        <ul class=\"breadcrumbs\">\r\n          <li><a href=\"\/en\/\">Top<\/a><\/li>\r\n          <li><a href=\"\/en\/corporate\/\">About Us<\/a><\/li>\r\n          <li><a href=\"\/en\/corporate\/governance\/\">Governance<\/a><\/li>\r\n          <li>Corporate Governance<\/li>\r\n        <\/ul>\r\n      <\/div>\r\n\r\n      <section class=\"bg-gray--left\">\r\n        <div class=\"inner pdg-t170 inner--fg\">\r\n          <section class=\"bg-white\">\r\n            <div class=\"pdg-all100\">\r\n              <h2 class=\"title--hyphen pdg-b70 show lazy\">Basic Policy on Corporate Governance<\/h2>\r\n              <h3 class=\"title--border-lb flex flex_ac show lazy\"><span>Purpose<\/span><\/h3>\r\n              <p class=\"csr-under__explanation pdg-b90 font20--text font-sp14 show lazy\">The purpose of this Basic Policy on Corporate Governance (hereinafter \u201cthe Basic Policy\u201d) is for MICRONICS JAPAN CO., LTD., (hereinafter \u201cMJC\u201d) and its Group companies (hereinafter \u201cthe MJC Group\u201d) to achieve sustainable growth and increase the medium- to long-term corporate value through the pursuit of more ideal corporate governance.<\/p>\r\n\r\n              <h3 class=\"title--border-lb flex flex_ac show lazy\"><span>Basic Approach to Corporate Governance<\/span><\/h3>\r\n              <p class=\"csr-under__explanation font20--text font-sp14 show lazy\">MJC is committed to boosting its corporate value and to fulfilling its corporate social responsibility. An important issue toward that end is to enhance the checking function of the management setup from the standpoint of ensuring the appropriateness and transparency of management decision-making. Accordingly, MJC will enhance its corporate governance through proper fulfillment of the current roles and duties of the Board of Directors and the Audit & Supervisory Board and based on the Basic Policy for Establishing Internal Control Systems.<\/p>\r\n            <\/div>\r\n          <\/section>\r\n\r\n          <ul class=\"governance__modal-list flex_pc flex_fw flex_jsb pdg-tb170 font20--text show lazy\">\r\n            <li id=\"governance1\">Ensuring Shareholder Rights and Equality<\/li>\r\n            <li id=\"governance2\">Appropriate Cooperation with Stakeholders Other Than Shareholders<\/li>\r\n            <li id=\"governance3\">Ensuring Appropriate Information Disclosure and Transparency<\/li>\r\n            <li id=\"governance4\">Duties of the Board of Directors, Etc.<\/li>\r\n            <li id=\"governance5\">Dialogue with Shareholders<\/li>\r\n          <\/ul>\r\n        <\/div>\r\n      <\/section>\r\n\r\n      <section class=\"pdg-t170\">\r\n        <div class=\"pdg-tb170 bg-gray\">\r\n          <div class=\"inner\">\r\n            <h2 class=\"title--hyphen show lazy\">Organization chart<\/h2>\r\n            <figure class=\"figure--scroll figure--scroll-800 show lazy\">\r\n              <img decoding=\"async\" src=\"https:\/\/adop-mjc-test.com\/wp-content\/themes\/adop-mjc\/img\/corporate\/corporate_governance_image_en.png\" alt=\"Shareholder's Meeting - Board of Directors (Audit & Supervisory Committee) - President \/ Corporate Audit Office - Executive Committee - Corporate Planning & Strategy Division \/ Administration Division \/ Probe Card Division \/ Test Equipment Division \/ Quality Assurance Group\" class=\"switch\">\r\n            <\/figure>\r\n          <\/div>\r\n        <\/div>\r\n      <\/section>\r\n\r\n      <section>\r\n        <div class=\"inner pdg-t170\">\r\n          <h2 class=\"title--hyphen show lazy\">Basic Approach and Development Status of the Internal Control System<\/h2>\r\n          <p class=\"font-sp14 show lazy\">Our Board of Directors has passed the following resolution on the 'Basic Policy for Establishing an Internal Control System.\u2019<\/p>\r\n          <ol class=\"list-decimal list-decimal--bold font-sp14 show lazy\">\r\n            <li class=\"mgn-t2em\"><span class=\"font--bold\">System for Ensuring Compliance with Laws and Regulations in Executive Duties of Directors and Employees<\/span>\r\n              <ol class=\"list-bracket\">\r\n                <li>\uff081\uff09Recognizing that compliance is essential for the continued existence of a company, we have established compliance regulations and developed a Compliance Handbook (Code of Conduct) to ensure that all executives and employees act in accordance with laws, the company\u2019s articles of incorporation, internal rules, and corporate ethics. Additionally, we have introduced the MJC Helpline, which enables employees to report or consult on potential legal violations or breaches of the Code of Conduct. This helpline includes an external reporting channel to ensure anonymity and protect whistleblowers from any disadvantageous treatment.<\/li>\r\n                <li class=\"mgn-t1em\">\uff082\uff09 MJC has established a Management Audit Department, which conducts internal audits focused on governance and risk management. Through these audits, we identify and address internal control challenges, strengthening corporate governance and ensuring effective oversight. This approach extends to subsidiaries and affiliated organizations, where we emphasize internal control processes to enhance monitoring functions.<\/li>\r\n                <li class=\"mgn-t1em\">\uff083\uff09We maintain a strict policy of zero involvement with antisocial forces that threaten public order and safety. In cases where such entities attempt to engage with MJC, we work closely with external professional organizations, including law enforcement authorities, to take firm and resolute action across the organization.<\/li>\r\n              <\/ol>\r\n            <\/li>\r\n            <li class=\"mgn-t2em\"><span class=\"font--bold\"> System for Preserving and Managing Information Related to Directors' Executive Duties<\/span>\r\n            <p>MJC appropriately preserves and manages documents, including electronic records, and other important information related to the execution of directors' duties in accordance with laws and internal regulations. Additionally, we ensure proper disclosure of necessary information in compliance with legal requirements and securities listing regulations.<\/p>\r\n            <\/li>\r\n            <li class=\"mgn-t2em\"><span class=\"font--bold\">Regulations and Systems for Managing Risk of Loss<\/span>\r\n              <p>MJC has established a Compliance & Risk Management Committee based on the Basic Risk Management Regulations, overseeing company-wide risk assessment and policy decisions. Through this committee, we proactively implement risk management activities across the organization.<\/p>\r\n              <p>To mitigate risks that may significantly impact business operations, we identify, analyze, and evaluate potential threats in advance. We then develop appropriate countermeasures to minimize losses and ensure a structured response when risks materialize. Additionally, we continuously monitor risk management status and conduct regular reviews to enhance overall resilience.<\/p>\r\n            <\/li>\r\n            <li class=\"mgn-t2em\"><span class=\"font--bold\">System for Ensuring the Efficient Execution of Directors' Duties<\/span>\r\n              <p>To ensure the efficient execution of directors' duties, the Board of Directors makes decisions on fundamental management policies, legally mandated matters, and other key business issues. It also functions as an overseeing body, monitoring the implementation of these decisions.<br>\r\n              Additionally, as a guiding principle for decision-making, MJC and subsidiaries (the Group) have established a corporate philosophy that outlines our mission, vision, and shared values:<\/p>\r\n              <p class=\"mgn-t1em\">\"MJC's Mission\" \u2013 Defines the fundamental purpose of our Group\u2019s existence.<\/p>\r\n              <p>\"MJC's Vision\" \u2013 Illustrates the future aspirations of the Group.<\/p>\r\n              <p>\"Our Core Values\" \u2013 Represents the essential beliefs and principles shared by all employees to achieve our mission and vision.<\/p>\r\n              <p class=\"mgn-t1em\">To realize these goals, we formulate a mid-term business plan (FV26) and annual operational plans, ensuring a clear roadmap for sustainable growth.<br>\r\n              Furthermore, we have established a Management Conference, chaired by the President, to enhance discussions at the Board of Directors through preliminary deliberations. Within the scope of delegated authority, this conference also reviews business execution and strategic initiatives.<\/p>\r\n            <\/li>\r\n            <li class=\"mgn-t2em\"><span class=\"font--bold\">System for Ensuring Proper Business Operations Across the Corporate Group<\/span>\r\n              <p>MJC manages its subsidiaries in accordance with the Affiliated Company Management Regulations. Under the supervision of our subsidiary oversight division, each department is responsible for specific subsidiaries, ensuring respect for their business autonomy while requiring pre-approval or reporting on certain key matters to maintain effective governance.<br>\r\n              Additionally, we have established compliance regulations that apply to the entire corporate group. To ensure that executives and employees uphold legal, corporate, and ethical standards, we have developed a Code of Conduct, distributed a Compliance Handbook translated into local languages, and implemented company-wide compliance frameworks.<br>\r\n              Furthermore, we have established a Management Audit Department, which conducts internal audits across the corporate group. We also hold regular meetings and consultations with subsidiaries, fostering information-sharing, unified crisis management, and efficient business operations across the entire organization.<\/p>\r\n            <\/li>\r\n            <li class=\"mgn-t2em\"><span class=\"font--bold\">Matters Related to Directors and Employees Supporting the Audit & Supervisory Committee, Their Independence from Other Directors, and Ensuring the Effectiveness of Instructions<\/span>\r\n            <p>MJC has established a Management Audit Department, which assists the Audit & Supervisory Committee upon request in conducting audits. The administrative tasks related to committee meetings, minutes preparation, and other operational matters are handled by Management Audit Department staff and other designated personnel supporting the committee\u2019s duties.<br>\r\n            To ensure independence from other directors, decisions regarding appointment, transfer, and other personnel matters of the designated employees require prior approval from the Audit & Supervisory Committee. Additionally, employees assigned to perform audit-related tasks under the committee\u2019s direction do not receive orders from other directors (excluding those serving on the committee). This structure reinforces their independence and ensures the effectiveness of audit-related directives.<\/p>\r\n            <\/li>\r\n            <li class=\"mgn-t2em\"><span class=\"font--bold\">System for Reporting to the Audit & Supervisory Committee by Directors, Auditors, Employees, and Other Relevant Parties within the MJC Group<br>\r\n            A framework ensuring that directors (excluding Audit & Supervisory Committee members), auditors, employees, and other relevant parties within the MJC group can report to the Audit & Supervisory Committee when necessary<br>\r\n            A system to ensure that individuals who report to the Audit & Supervisory Committee do not suffer any disadvantageous treatment due to disclosure<br>\r\n            A system to enhance the effectiveness of audits by enabling thorough oversight and reporting mechanisms, ensuring compliance and corporate transparency across the organization<\/span>\r\n            <p>Audit Committee and Internal Reporting System<br>\r\n            MJC has established a framework that enables the Audit Committee to receive regular reports on the execution of duties from directors (excluding directors who are members of the Audit Committee) or employees. Additionally, to ensure effective audits, our Internal Audit Department provides support to the Audit Committee in its functions.<br>\r\n            Furthermore, through our internal reporting system, reports received by the responsible department from officers and employees of MJC or subsidiaries are communicated to the Audit Committee.<br>\r\n            In addition, we regularly hold Audit Committee Liaison Meetings within MJC Group to facilitate information sharing between the Audit Committees and auditors of MJC and subsidiaries.<br>\r\n            MJC is also committed to protecting whistleblowers. We strictly prohibit any disadvantageous treatment of individuals who report issues through the internal reporting system. Moreover, employees and officers within MJC Group who report to the Audit Committee are safeguarded from unfavorable consequences related to their reports. We ensure that this policy is clearly communicated and enforced across our organization.<\/p>\r\n            <\/li>\r\n            <li class=\"mgn-t2em\"><span class=\"font--bold\">Policy on Expenses and Liabilities Related to the Execution of Duties by Audit Committee Members (This applies only to the execution of duties related to the Audit Committee's functions.)<\/span>\r\n            <p>MJC allocates a fixed annual budget to cover expenses related to the execution of duties by Audit Committee members (limited to matters concerning the Audit Committee's functions). Additionally, when an Audit Committee member requests an advance payment for expenses incurred in the performance of their duties, we ensure prompt processing of such expenses or liabilities, unless it is determined that the requested amount is not necessary for the execution of the Audit Committee's duties.<\/p>\r\n            <\/li>\r\n          <\/ol>\r\n        <\/div>\r\n      <\/section>\r\n\r\n      <p class=\"pdg-t170 pdg-b70 btn-wrapper--center show lazy\"><a href=\"\/en\/corporate\/governance\/\" class=\"btn--dark-brown-back btn--wide\">Back to Governance<\/a><\/p>\r\n\r\n      \n<script src=\"https:\/\/adop-mjc-test.com\/wp-content\/themes\/adop-mjc\/js\/swiper-bundle.min.js\"><\/script>\n<script>\n  \/\/ \u95a2\u9023\u60c5\u5831\u30b9\u30e9\u30a4\u30c0\u30fc\n  const relateSwiper = new Swiper ('.relate__swiper', {\n    loop: true,\n    centeredSlides: true,\n    slidesPerView: 1.5,\n    spaceBetween: 20,\n    breakpoints: {\n      500: {\n        loop: true,\n        centeredSlides: false,\n        slidesPerView: 2.5,\n        spaceBetween: 20,\n      },\n      900: {\n        loop: false,\n        centeredSlides: false,\n        slidesPerView: 3,\n        spaceBetween: 30,\n      },\n      1250: {\n        loop: false,\n        centeredSlides: false,\n        slidesPerView: 3,\n        spaceBetween: 50,\n      }\n    },\n  });\n<\/script>\r\n\r\n    <\/section>\r\n\r\n  <\/main>\r\n\r\n  <div class=\"modal\" id=\"governance1-modal\">\r\n    <div class=\"modal__inner\">\r\n      <div class=\"modal__close\"><\/div>\r\n      <h2 class=\"modal__title-governance\"><span>Ensuring Shareholder Rights and Equality<\/span><\/h2>\r\n      <div class=\"modal__scroll modal__scroll-governance\">\r\n        <h3 class=\"title--border-lb flex flex_ac\"><span>Ensuring Shareholder Rights and Equality<\/span><\/h3>\r\n        <p class=\"pdg-b70 font-sp14\">MJC respects the importance of the rights of shareholders and maintains an environment that ensures that the exercise of those rights is guaranteed in real terms, including the exercise of voting rights at the general meeting of shareholders.<\/p>\r\n\r\n        <h3 class=\"title--border-lb flex flex_ac\"><span>Exercise of Rights at the General Meeting of Shareholders<\/span><\/h3>\r\n        <ul class=\"list-decimal pdg-b70 font-sp14\">\r\n          <li>MJC respects the rights of shareholders and maintains an environment that enables the proper exercise of shareholders' rights at general meetings of shareholders.<\/li>\r\n          <li>MJC strives to send out\/disclose convocation notices of ordinary general meetings of shareholders early to ensure shareholders have enough time to consider the agenda items to be brought up at general meetings of shareholders.<\/li>\r\n          <li>To enable more shareholders to participate in general meetings of shareholders, we secure venues with considerable capacity and set the dates for meetings after giving full consideration to public holidays and other days off.<\/li>\r\n          <li>Where organizations such as institutional investors holding stock not in their own name but in the name of another organization such as a trust company indicate that they would like to exercise their own voting rights before the general meeting of shareholders, we shall respond appropriately after discussing and examining the request with the trust company, etc.<\/li>\r\n          <li>Besides the matter set forth in paragraph 4 above, we shall maintain an appropriate environment for the exercise of shareholder rights and ensure real equality by establishing internal rules that prescribe such things as the handling of situations where an agenda item receives a considerable number of \u201cno\u201d votes at a general meeting of shareholders, the use of a platform for the electronic exercise of voting rights, and internal standards for producing English translations of convocation notices.<\/li>\r\n        <\/ul>\r\n\r\n        <h3 class=\"title--border-lb flex flex_ac\"><span>Basic Capital Policy<\/span><\/h3>\r\n        <p class=\"pdg-b70 font-sp14\">MJC recognizes the return of profits to shareholders as one of the most important management issues. We strive to establish a stable business base and improve return on equity. Also, it is our basic policy to continuously provide a stable dividend after giving full consideration to matters including business performance and payout ratio. By making use of internal reserves for capital investment associated with business expansion and for research and development expenses, we will endeavor to improve our business performance and strengthen our financial standing.<\/p>\r\n\r\n        <h3 class=\"title--border-lb flex flex_ac\"><span>Policy on Cross-Shareholdings<\/span><\/h3>\r\n        <p class=\"pdg-b70 font-sp14\">In principle, MJC doesn\u2019t retain cross-shareholdings unless they are deemed to be strategically important partnerships and to maintain and reinforce the business relationships for MJC\u2019s medium- to long-term development and the enhancement of its corporate value. In addition, we plan to reduce cross-shareholdings which are not deemed to be a strategically important partnership and to maintain and reinforce the business relationship. We will periodically and continuously verify the medium- and long-term economic rationality of cross-shareholdings. Furthermore, we will set criteria for voting rights on cross-shareholdings and will exercise it based on the judgments in accordance with the criteria, so as to contribute to improvement of corporate value and shareholder returns.<\/p>\r\n\r\n        <h3 class=\"title--border-lb flex flex_ac\"><span>Transactions between Related Parties<\/span><\/h3>\r\n        <p class=\"font-sp14\">When MJC conducts related party transactions, approval is obtained from the Board of Directors in accordance with company rules. Also, in order to ascertain the existence of transactions with directors, routine annual checks are made for the existence of transactions between directors or their close relatives (within relatives in the second degree) and the MJC Group.<\/p>\r\n      <\/div>\r\n    <\/div>\r\n  <\/div>\r\n\r\n  <div class=\"modal\" id=\"governance2-modal\">\r\n    <div class=\"modal__inner\">\r\n      <div class=\"modal__close\"><\/div>\r\n      <h2 class=\"modal__title-governance\"><span>Appropriate Cooperation with Stakeholders Other Than Shareholders<\/span><\/h2>\r\n      <div class=\"modal__scroll modal__scroll-governance\">\r\n        <h3 class=\"title--border-lb flex flex_ac\"><span>Appropriate Cooperation with Stakeholders Other Than Shareholders<\/span><\/h3>\r\n        <p class=\"font-sp14\">MJC strives for appropriate cooperation with various stakeholders such as employees, customers, business partners, creditors, and local communities, fully aware that MJC's sustainable growth and the creation of medium- to long-term corporate value is the result of the provision of resources and contributions from these stakeholders.<\/p>\r\n      <\/div>\r\n    <\/div>\r\n  <\/div>\r\n\r\n  <div class=\"modal\" id=\"governance3-modal\">\r\n    <div class=\"modal__inner\">\r\n      <div class=\"modal__close\"><\/div>\r\n      <h2 class=\"modal__title-governance\"><span>Ensuring Appropriate Information Disclosure and Transparency<\/span><\/h2>\r\n      <div class=\"modal__scroll modal__scroll-governance\">\r\n        <h3 class=\"title--border-lb flex flex_ac\"><span>Ensuring Appropriate Information Disclosure and Transparency<\/span><\/h3>\r\n        <p class=\"font-sp14\">MJC discloses financial and non-financial information in conformity with Tokyo Stock Exchange's Timely Disclosure Rules. Also, besides the statutory disclosure documents such as securities reports, we have prepared a dedicated page on our website and strive to actively disclose information that is useful for understanding MJC.<\/p>\r\n      <\/div>\r\n    <\/div>\r\n  <\/div>\r\n\r\n  <div class=\"modal\" id=\"governance4-modal\">\r\n    <div class=\"modal__inner\">\r\n      <div class=\"modal__close\"><\/div>\r\n      <h2 class=\"modal__title-governance\"><span>Duties of the Board of Directors, Etc.<\/span><\/h2>\r\n      <div class=\"modal__scroll modal__scroll-governance\">\r\n        <h3 class=\"title--border-lb flex flex_ac\"><span>Role of the Board of Directors and Directors<\/span><\/h3>\r\n        <ul class=\"list-decimal pdg-b70 font-sp14\">\r\n          <li>The Board of Directors is responsible for MJC's sustainable growth and enhancement of medium- to long-term corporate value. As the decision-making body for the management of MJC, it deliberates and decides on matters stipulated by law and regulations or the Company's Articles of Incorporation as well as management policies, business goals, other basic matters covering all aspects of general management, and important matters in the conduct of business.<\/li>\r\n          <li>Each director shall strive to ensure that the Board of Directors fulfills the duties specified in paragraph 1.<\/li>\r\n        <\/ul>\r\n\r\n        <h3 class=\"title--border-lb flex flex_ac\"><span>Composition of the Board of Directors and the Term of Directors<\/span><\/h3>\r\n        <ul class=\"list-decimal pdg-b70 font-sp14\">\r\n          <li>The Board of Directors shall consist of no more than 17 members, of which at least more than one-third, in principle, shall be outside directors.<\/li>\r\n          <li>The Board of Directors shall be composed as to achieve both diversity and appropriate size, with the overall balance of directors' knowledge, experiences, and abilities in mind.<\/li>\r\n          <li>The term of office for non- Audit & Supervisory Committee members shall be one year and the term of office for Audit & Supervisory Committee members shall be two years and reappointment shall be allowed.<\/li>\r\n        <\/ul>\r\n\r\n        <h3 class=\"title--border-lb flex flex_ac\"><span>Requirements for Selecting and Dismissing non- Audit & Supervisory Committee members<\/span><\/h3>\r\n        <ul class=\"list-decimal pdg-b70 font-sp14\">\r\n          <li>The Board of Directors meeting of MJC shall select candidates for non- Audit & Supervisory Committee members who have a management intuition enabling them to exhibit an entrepreneurial spirit globally and who can be expected to contribute to frank, lively, and constructive discussion after the deliberations of the Remuneration and Nomination Advisory Committee.<\/li>\r\n          <li>MJC may suggest dismissing non- Audit & Supervisory Committee members who acted against public order and morals, became incapable of executing duties for health reasons, or no longer have qualities to meet the selection requirements after the deliberations of the Remuneration and Nomination Advisory Committee.<\/li>\r\n        <\/ul>\r\n\r\n        <h3 class=\"title--border-lb flex flex_ac\"><span>Role of Audit & Supervisory Committee<\/span><\/h3>\r\n        <p class=\"pdg-b70 font-sp14\">As an independent body charged by shareholders, Audit & Supervisory Committee shall supervise the execution of duties by directors to contribute to the sound and fair management of the company and meet social confidence.<\/p>\r\n\r\n        <h3 class=\"title--border-lb flex flex_ac\"><span>Composition of the Audit & Supervisory Committee<\/span><\/h3>\r\n        <p class=\"pdg-b70 font-sp14\">MJC shall have no more than four Audit & Supervisory Committee members.<\/p>\r\n\r\n        <h3 class=\"title--border-lb flex flex_ac\"><span>Requirements for Selecting and Dismissing Audit & Supervisory Committee members<\/span><\/h3>\r\n        <p class=\"font-sp14\">The Board of Directors meeting of MJC shall select candidates for Audit & Supervisory Committee members such as those who are able to conduct audit work appropriately remaining objectivity and neutrality and possess good character and insight and totally eligible for Audit & Supervisory Committee members after the deliberations of the Remuneration and Nomination Advisory Committee. Selection of the candidates requires the consent of the Committee.<\/p>\r\n        <p class=\"pdg-b70 font-sp14\">MJC may suggest dismissing Audit & Supervisory Committee members who acted against public order and morals, became incapable of executing duties for health reasons, or no longer have qualities to meet the selection requirements after the deliberations of the Remuneration and Nomination Advisory Committee.<\/p>\r\n\r\n        <h3 class=\"title--border-lb flex flex_ac\"><span>Criteria of Independence for Outside Directors and Outside Audit & Supervisory Board Members<\/span><\/h3>\r\n        <p class=\"font-sp14\">The criteria for judging the independence of MJC's outside directors and outside Audit & Supervisory Committee members are as given below. MJC strives to select candidates for independent outside directors and outside Audit & Supervisory Committee members who can be expected to contribute to important decision-making of the Board of Directors by offering frank, lively, and constructive opinions in the Board of Directors meeting.<\/p>\r\n\r\n        <h4 class=\"csr-under__subtitle font20--text\">Criteria for Judging Independence<\/h4>\r\n        <p class=\"font-sp14\">A person who meets the requirements of independence is such as those who fulfill the statutory requirements of an outside director and do not meet any of the following requirements:<\/p>\r\n        <ol class=\"caution mgn-t1em pdg-b70 font-sp14\">\r\n          <li>1. Executive officers at MJC or a subsidiary of MJC;<\/li>\r\n          <li>2. Directors or Corporate Auditors at subsidiary of MJC;<\/li>\r\n          <li>3. Large shareholders who hold 10 percent or more of all voting rights in MJC or, executive officers of corporations or other organizations (hereinafter \u201ccorporations, etc.\u201d), when the large shareholders are corporations, etc.;<\/li>\r\n          <li>4. Persons who count the MJC Group as a major business partner (Persons who received payments from MJC or its subsidiaries totaled 2 percent or more of their annual consolidated net sales for the latest business year) or their executive officers;<\/li>\r\n          <li>5. Major business partners for the MJC Group (Persons who received payments from MJC or its subsidiaries totaled 2 percent or more of their annual consolidated net sales for the latest business year) or their executive officers;<\/li>\r\n          <li>6. Executive officers of financial institutions or other large creditors that are indispensable to MJC's financing arrangements and that are depended on by MJC to such an extent that there is no replaceability;<\/li>\r\n          <li>7. Executive officers of companies to which MJC or its subsidiary has sent a director;<\/li>\r\n          <li>8. Consultants, accounting professionals, or legal professionals who have earned \u00a510 million or more in cash or other property benefits per year on average over the last three years, besides officer's compensation, from MJC or its subsidiary;<\/li>\r\n          <li>9. Persons for whom any of the above items 1 to 8 applied over the last five years;<\/li>\r\n          <li>10. The spouse or relatives within the second degree of a person for whom any of the above items 1 to 9 apply.<\/li>\r\n        <\/ol>\r\n\r\n        <h3 class=\"title--border-lb flex flex_ac\"><span>Taking advantage of the Remuneration and Nomination Advisory Committee<\/span><\/h3>\r\n        <p class=\"font-sp14\">MJC shall establish a Remuneration and Nomination Advisory Committee as an advisory body to the Board of Directors to strengthen independence, objectivity, and accountability of the Board of Directors regarding nominating or compensation matters of the directors, and to get appropriate involvement and Advice of the Committee including diversity and skills of the directors.<\/p>\r\n        <p class=\"font-sp14\">The Remuneration and Nomination Advisory Committee is composed of at least three members, and the majority shall be outside directors who fulfill the criteria of independence for Outside Directors.<\/p>\r\n        <p class=\"pdg-b70 font-sp14\">The chairperson of the Remuneration and Nomination Advisory Committee shall be chosen by mutual vote of the outside directors.<\/p>\r\n\r\n        <h3 class=\"title--border-lb flex flex_ac\"><span>Policy on Determining Remuneration for non- Audit & Supervisory Committee members<\/span><\/h3>\r\n        <p class=\"font-sp14\">MJC determines the amount of remuneration, etc., for non- Audit & Supervisory Committee members in a given fiscal year and the method of its calculation based on the following policy:<\/p>\r\n        <ol class=\"caution mgn-t1em pdg-b70 font-sp14\">\r\n          <li>1. The remuneration shall be of a level to maintain and secure managerial human resources who can demonstrate an entrepreneurial spirit globally as parts of MJC's executive team.<\/li>\r\n          <li>2. The remuneration shall be made into a system functioning as a sound incentive to achieve medium-term business goals toward MJC's sustainable growth.<\/li>\r\n          <li>3. The Board of Directors shall determine the amount of remuneration, etc., within the scope of total remuneration established by resolution of the general meeting of shareholders, through deliberation by the Remuneration and Nomination Advisory Committee after discussion in the board.<\/li>\r\n          <li>4. Where a person holds concurrent posts as a director other than non- Audit & Supervisory Committee members and an employee, only its remuneration, etc., as a director shall be determined according to this policy.<\/li>\r\n        <\/ol>\r\n\r\n        <h3 class=\"title--border-lb flex flex_ac\"><span>Policy on Determining Remuneration for Audit & Supervisory Committee members<\/span><\/h3>\r\n        <p class=\"font-sp14\">MJC determines the amount of remuneration, etc., for Audit & Supervisory Committee members in a given fiscal year and the method of its calculation is based on the following policy:<\/p>\r\n        <ol class=\"caution mgn-t1em pdg-b70 font-sp14\">\r\n          <li>1. Audit & Supervisory Committee member remuneration shall be of a level suitable to maintain and secure human resources such as those who are able to conduct audit work appropriately remaining objectivity and neutrality and possess good character and insight and totally eligible for Audit & Supervisory Committee members.<\/li>\r\n          <li>2. The Audit & Supervisory Committee members shall determine the amount of remuneration, etc, for each member through consultation among the members, within the scope of total remuneration established by resolution of the general meeting of shareholders.<\/li>\r\n        <\/ol>\r\n\r\n        <h3 class=\"title--border-lb flex flex_ac\"><span>Remuneration Structure for Officers<\/span><\/h3>\r\n        <p class=\"font-sp14\">MJC has adopted the following remuneration structure for officers:<\/p>\r\n        <ol class=\"caution mgn-t1em pdg-b70 font-sp14\">\r\n          <li>1. Remuneration, etc., for full-time directors other than Audit & Supervisory Committee members shall consist of fixed payment, annual performance-linked compensation, and medium-to-long-range performance-linked compensation. The percentage of each kind of remuneration shall be established within an appropriate scope and in conformity with items 1 and 2 of the Policy on Determining Remuneration for Director other than Audit & Supervisory Committee members.<\/li>\r\n          <li>2. Remuneration, etc., for Audit & Supervisory Committee members, and outside directors other than Audit & Supervisory Committee members shall consist of fixed payment.<\/li>\r\n        <\/ol>\r\n\r\n        <h3 class=\"title--border-lb flex flex_ac\"><span>Training for Directors<\/span><\/h3>\r\n        <p class=\"font-sp14\">MJC shall provide opportunities and information on outside training for the directors to acquire knowledge for the respective roles and responsibilities of directors.<\/p>\r\n      <\/div>\r\n    <\/div>\r\n  <\/div>\r\n\r\n  <div class=\"modal\" id=\"governance5-modal\">\r\n    <div class=\"modal__inner\">\r\n      <div class=\"modal__close\"><\/div>\r\n      <h2 class=\"modal__title-governance\"><span>Dialogue with Shareholders<\/span><\/h2>\r\n      <div class=\"modal__scroll modal__scroll-governance\">\r\n        <h3 class=\"title--border-lb flex flex_ac\"><span>Policy on Constructive Dialogue with Shareholders<\/span><\/h3>\r\n        <p class=\"font-sp14\">MJC shall put in place a system and make efforts to facilitate constructive dialogue with shareholders and investors under the following policy, in order to contribute to MJC's sustainable growth and enhancement of its medium- to long-term corporate value.<\/p>\r\n        <ol class=\"mgn-t1em caution font-sp14\">\r\n          <li>1. Regarding dialogue as a whole with shareholders and investors, the Corporate Planning and Strategy Division shall be appointed to IR personnel, and the officer in charge of IR shall supervise it.<\/li>\r\n          <li>2. In order to support the realization of constructive dialogue with shareholders, the Corporate Planning and Strategy Division, Administration Division, and other relevant department shall cooperate as departments supporting dialogue, actively explore a direction for IR, and prepare disclosure materials.<\/li>\r\n          <li>3. Opportunities shall be established for active dialogue, including financial results briefings for analysts organized by securities companies and factory tours in addition to semi-annual results briefings for analysts. Importance shall be attached to the president engaging directly in dialogue within a reasonable and feasible limit at results briefings. Also, efforts shall be made to actively disseminate company information by regularly disclosing information useful for dialogue on the company's website.<\/li>\r\n          <li>4. Opinions and questions obtained at results briefings and other events shall be suitably summarized and reported to the responsible director for use in supporting MJC's sustainable growth and enhancement of its corporate value. Also, important matters shall be reported to and discussed by the Board of Directors.<\/li>\r\n          <li>5. Internal rules shall be established and managed, and made known to all members of the Group, in an effort to prevent insider trading. Also, a certain period before the announcement of the financial results shall be defined as a silent period. During the period, dialogue shall be restricted.<\/li>\r\n        <\/ol>\r\n      <\/div>\r\n    <\/div>\r\n  <\/div>","protected":false},"excerpt":{"rendered":"This is the basic policy page of MJC. Here you can read the report that summarizes our basic corporate governance policies and our current status.","protected":false},"author":14,"featured_media":0,"parent":2397,"menu_order":259,"comment_status":"closed","ping_status":"closed","template":"page-csr-governance-en.php","meta":{"_locale":"en_US","_original_post":"https:\/\/mjc-release.xyz\/?p=639","footnotes":"","_expiration-date-status":"","_expiration-date":0,"_expiration-date-type":"","_expiration-date-categories":[],"_expiration-date-options":[]},"class_list":["post-1808","page","type-page","status-publish","hentry","en-US"],"_links":{"self":[{"href":"https:\/\/adop-mjc-test.com\/wp-json\/wp\/v2\/pages\/1808","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/adop-mjc-test.com\/wp-json\/wp\/v2\/pages"}],"about":[{"href":"https:\/\/adop-mjc-test.com\/wp-json\/wp\/v2\/types\/page"}],"author":[{"embeddable":true,"href":"https:\/\/adop-mjc-test.com\/wp-json\/wp\/v2\/users\/14"}],"replies":[{"embeddable":true,"href":"https:\/\/adop-mjc-test.com\/wp-json\/wp\/v2\/comments?post=1808"}],"version-history":[{"count":5,"href":"https:\/\/adop-mjc-test.com\/wp-json\/wp\/v2\/pages\/1808\/revisions"}],"predecessor-version":[{"id":3911,"href":"https:\/\/adop-mjc-test.com\/wp-json\/wp\/v2\/pages\/1808\/revisions\/3911"}],"up":[{"embeddable":true,"href":"https:\/\/adop-mjc-test.com\/wp-json\/wp\/v2\/pages\/2397"}],"wp:attachment":[{"href":"https:\/\/adop-mjc-test.com\/wp-json\/wp\/v2\/media?parent=1808"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}