The Board of Directors has internal organizations, namely, “Nomination Committee,” “Compensation Committee” and “Audit Committee,” each of which consists of Independent Directors.

Nomination Committee

The Nomination Committee, on which all Independent Directors hold a seat, fairly and rigorously selects candidates for Directors (ensuring said candidates possess knowledge, expertise, and capabilities suited to HOYA’s business environment), based on the “Basis for Election of Candidates for Directors,” and proposes the candidates to the General Meeting of Shareholders for voting. The Committee also fairly and rigorously selects candidates (with knowledge, expertise, and capabilities suited to HOYA’s business environment) for Executive Officers and the Representative Executive Officer, based on the “Standard for Election of Candidates for Executive Officer,” and proposes the candidates to the Board of Directors for voting. In cases that meet the criteria for dismissal, the Committee makes decisions to propose the dismissal of Directors to the General Meeting of Shareholders and the dismissal of Executive Officers to the Board of Directors for voting. The Committee sets out the criteria for independence of candidates for Directors, which is stricter than the rules by Tokyo Stock Exchange so that a function of overseeing Executive Officers required to Independent Directors is secured.  Nomination Committee meetings were convened 9 times in fiscal 2022, with 100% attendance by all committee members. During the fiscal year under review, deliberations were conducted on the qualifications, skills and diversity required of Director candidates going forward, and the succession plan of Executive Officers.

Compensation Committee

The Compensation Committee, on which all Independent Directors hold a seat, builds a remuneration structure that gives more incentives to Directors and Executive Officers and assesses their work in an appropriate manner, with the aim to help improve the Company’s business performance. The Compensation Committee determines the remuneration of Directors and Executive Officers on an individual basis.  Compensation Committee meetings were convened 7 times in fiscal 2022, with 100% attendance by all committee members. During the fiscal year under review, deliberations were conducted in depth, in particular, on how to link ESG indicators to the remuneration of each Director and Executive Officer.

Audit Committee

The Audit Committee, on which all Independent Directors hold a seat, formulates the audit policies and audit plans for each fiscal year, and verifies financial statements, etc. based on the quarterly reports and year-end reports received from the Accounting Auditor according to such policies and plans. It also interviews the Internal Audit Department to obtain the results of operational audits, and verifies the soundness, legality, efficiency, etc. of management. All important matters are reported to the Board of Directors, and countermeasures are taken as necessary. Audit Committee meetings were convened 9 times in fiscal 2022, with 88.9% attendance by 1 committee member and 100% attendance by the other committee members. Deliberations during the fiscal year under review focused on reports from the Accounting Auditor and Internal Audit Department, while providing advice and suggestions to the executive team with regard to the issues that came to light.

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