Corporate Governance Report[PDF] - Shiseido group website

Taeko
Nagai
Ms. Taeko Nagai does not fall under
any of the following categories:
An executive person of a
counterparty of the Company
An executive person of a
company/organization which is
in the situation of
cross-assumption of offices of
directors, etc.
An executive person of a
company/organization which
receives donation from the
Company
Ms. Nagai’s “Important Position of
Other Organizations Concurrently
Assumed” stated in the Companies
Act are as follows:
President of Setagaya Arts
Foundation
Outside Director of Mitsui
Chemicals, Inc.
Chairman of International
Theatre Institute
The Company considers not only the
independence against the Company,
but also other various viewpoints
such as “Principal Occupation”
when it estimates the importance of
Ms. Nagai’s “Important Position of
Other Organizations Concurrently
Assumed.”
6
Ms. Nagai has been appointed external
director because she knows well about
culture and art, and she would be able
to reflect her wide view on society,
culture and consumption life on the
Company’s management.
Ms. Nagai maintains full independence
as none of the items (1) through (5)
stated below applies. Furthermore, the
Company sets forth the Criteria for
Independence of “External Directors.”
Ms. Nagai has fulfilled the Criteria in
full. Hence Ms. Nagai has been
determined capable of sufficiently
protecting the interests of the general
shareholder and has been appointed
independent director.
(1) Corporate officer, etc. of a parent
company or sister company;
(2) A person whose main business
partner is the Company, or a corporate
officer, etc. thereof; a major business
partner of the Company, or a corporate
officer, etc. thereof;
(3) A consultant, an accountant or a
legal specialist receiving significant
sums of money from the Company
other than executive remunerations;
(4) A principle shareholder of the
Company;
(5) A close relative of a person
(excluding inconsequential persons)
meeting either condition (a) or (b)
below
(a) person described in items (1)
through (4);
(b) A corporate officer of the Company
or the Company’s subsidiary