Epson Partially Amends Corporate Governance Policy
- TOKYO, Japan, February 28, 2022 -
Seiko Epson Corporation (TSE: 6724, "Epson") announced that its Board of Directors, at a meeting held on February 25, 2022, approved amendments to the Corporate Governance Policy, a statement of the basic principles and framework for corporate governance within Epson.
Epson, which established the policy in September 2015, strives to continuously enhance and strengthen corporate governance so as to realize transparent, fair, fast, and decisive decision-making to achieve the goals declared in its Management Philosophy, promote sustainable growth, and increase corporate value over the medium and long terms.
Epson recently decided to partially amend the policy to strengthen authority of the Director Compensation Committee and to clarify the officer selection criteria.
See the amended Corporate Governance Policy at the link below.
corporate.epson/en/sustainability/governance/pdf/epson_governance_policy_e.pdf (PDF,285KB)
To achieve its aim of realizing effective corporate governance that reflects prevailing social imperatives and the operating environment, Epson will review this policy, and amend it as necessary, on an annual basis.
The amendments to the policy are shown below.
(Amendments are underlined)
| Before the revision | After the revision |
|---|---|
| Introduction <Omitted> | Introduction <Unchanged> |
| Article 1 - Article 22 <Omitted> | Article 1 - Article 22 <Unchanged> |
| Article 23: Director Nomination Committee and Director Compensation Committee | Article 23: Director Nomination Committee and Director Compensation Committee |
| 23.1 Epson shall establish as an advisory body to the Board of Directors a Director Nomination Committee to impartially examine through a transparent and objective process the selection of Director candidates and the dismissal of Directors as well as to evaluate and supervise the status of Director successor development plans created by the President and Representative Director, the issues therein, and Director succession plans created by the President and Representative Director. | 23.1 Epson shall establish a Director Nomination Committee as a discretionary deliberative body to impartially examine through a transparent and objective process the selection of Director candidates and the dismissal of Directors as well as to evaluate and supervise the status of Director successor development plans created by the President and Representative Director, the issues therein, and Director succession plans created by the President and Representative Director. |
| 23.2 Epson shall establish as an advisory body to the Board of Directors a Director Compensation Committee to impartially examine through a transparent and objective process proposals and discussions concerning matters such as the compensation system and bylaws for Directors of the Company as well as Directors' individual compensation. | 23.2 Epson shall establish a Director Compensation Committee as a discretionary deliberative body to impartially examine through a transparent and objective process proposals and discussions concerning matters such as the compensation system and bylaws for Directors of the Company as well as Directors' individual compensation. The Director Compensation Committee shall determine the individual compensation, etc., of Officers if it has been vested with the authority to do so by the Board of Directors. |
| 23.3-23.4 <Omitted> | 23.3-23.4 <Unchanged> |
| Article 24: Policies and Procedures for Nominating Director Candidates and for Selecting and Dismissing Officers | Article 24: Policies and Procedures for Nominating Director Candidates and for Selecting and Dismissing Officers |
| The policies and procedures for nominating Director candidates and for selecting and dismissing Executive Officers (including the President) and Special Audit & Supervisory Officers are as follows: | The policies and procedures for nominating Director candidates and for selecting and dismissing Executive Officers (including the President) and Special Audit & Supervisory Officers are as follows: |
| 24.1 Policies and procedures for nominating Director Candidates and for selecting Executive Officers (including the President) and Special Audit & Supervisory Officers (1) Policies 1) Considering the role that Officers are required to fulfill and the nomination criteria that Epson has established, Officers must be able to contribute to an increase in corporate value by demonstrating qualities such as superior insight, accountability, ability to motivate and lead, credibility, character, oversight capability, management insight, professional insight, influence, leadership, creativity, and innovativeness. |
24.1 Policies and procedures for nominating Director Candidates and for selecting Executive Officers (including the President) and Special Audit & Supervisory Officers (1) Policies 1)Considering the role that Officers of the Company are required to fulfill and the nomination criteria that Epson has established, Officers must meet the standard requirements of insight, accountability, and ethics. They must also satisfy the selection criteria in (2), depending on their respective roles, and must be able to contribute to an increase in corporate value. 2)In addition to the foregoing requirements, Officers of the Company shall satisfy the selection criteria below. A. Non-Executive Director candidates Oversight capability, management knowledge, professional knowledge B. Executive Director candidates Oversight capability, foresight/insight, the ability to conceive a vision, decisiveness/courage, the ability to execute and produce results, an inclination to drive change and innovation, the ability to be a unifying force A candidate for President and Representative Director in particular shall possess the following: -The ability to face societal issues, construct a vision based on deep insight, and the courage to carry out that vision. -A strong sense of ethics and the ability to humbly accept diverse values, tap the initiative of employees, and be a unifying force that consolidates the power of the entire company C. Executive Officers Foresight/insight, the ability to conceive a vision, decisiveness/courage, the ability to execute and produce results, an inclination to drive change and innovation, the ability to be a unifying force D. Special Audit & Supervisory Officer The ability to influence and lead the Company, creativity, the ability to drive change, management ability, the ability to lead a group, management knowledge, professional knowledge |
| 2) Outside Directors must satisfy criteria concerning the independence of Outside Directors in order to guarantee their independence. The Board of Directors established "Criteria for Independence of Outside Directors", which is listed in Appendix 2. | 3) Outside Directors must satisfy "Criteria for Independence of Outside Directors" in order to guarantee their independence. The Board of Directors established "Criteria for Independence of Outside Directors," which is listed in Appendix 2. |
| (2) Procedures 1) After passing a fair, transparent, and rigorous screening and reporting by the Director Nomination Committee, Executive Director candidates and Executive Officers are selected by the Board of Directors in addition to the foregoing policy and on nomination criteria, such as broadness of insight, extensiveness of experience, sense of mission, sense of responsibility, leadership, and the ability to drive change. 2) The Director Nomination Committee screens Non-Executive Director candidates and Special Audit & Supervisory Officers in a fair, transparent, and rigorous screening in line with the foregoing policy and on the basis of nomination criteria, including but not limited to broadness of insight, extensiveness of experience, sense of mission, sense of responsibility, management knowledge and specialized knowledge. The Director Nomination Committee reports its opinions to the Board of Directors, which finalizes the selections. The consent of the Audit & Supervisory Committee is required for nominating Director candidates who are Audit & Supervisory Committee Members and for appointing Special Audit & Supervisory Officers |
(2) Procedures Nomination, selection, and dismissal are decided by the Board of Directors after a fair, transparent, and rigorous screening by the Director Nomination Committee, which also presents its opinion. The consent of the Audit & Supervisory Committee is required for nominating Director candidates who are Audit & Supervisory Committee members and for appointing Special Audit & Supervisory Officers. |
| 24.2 <Omitted> | 24.2 <Unchanged> |
| Article 25 - Article 31 <Omitted> | Article 25 - Article 31 <Unchanged> |
| Appendix 1, Appendix 2 <Omitted> | Appendix 1, Appendix 2 <Unchanged> |
About Epson
Epson is a global technology leader dedicated to co-creating sustainability and enriching communities by leveraging its efficient, compact, and precision technologies and digital technologies to connect people, things, and information. The company is focused on solving societal issues through innovations in home and office printing, commercial and industrial printing, manufacturing, visual and lifestyle. Epson will become carbon negative and eliminate use of exhaustible underground resources such as oil and metal by 2050.
Led by the Japan-based Seiko Epson Corporation, the worldwide Epson Group generates annual sales of around JPY 1 trillion.
corporate.epson/en/
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