Nomination of candidates for Members of the Board of Directors

Nomination of candidates for Members of the Board of Directors

Nomination policies

In consideration of the business content, scale, and management environment, etc., of Murata, we nominate personnel with knowledge, experience, and qualities that can contribute to enabling the Board of Directors to function (determination of basic management principles and important business execution, as well as supervision of execution of duties of Members of the Board of Directors) as candidates for Members of the Board of Directors. In nominating the candidates, we take into account the balance and diversity in the expertise, experience, and capabilities of the Board of Directors as a whole.

Additionally, in nominating candidates for Outside Directors, the company seeks personnel across a wide and diverse range and works to secure candidates who satisfy the independence standards of the Tokyo Stock Exchange and Murata Manufacturing Co., Ltd.

In particular, with regard to candidates for Members of the Board of Directors who will be Audit and Supervisory Committee Members, as noted above, the company nominates personnel with a wealth of knowledge and experience regarding management administration and business operations who have qualities that can contribute to improvement in the soundness and transparency of management and audit the business execution of Members of the Board of Directors from a fair and objective standpoint. At least half of the candidates for Members of the Board of Directors who are Audit and Supervisory Committee Members nominated by the company are Outside Directors.

Nomination procedures

The Nomination Advisory Committee deliberates on criteria for the nomination of candidates for Members of the Board of Directors, independence standards for Independent Outside Directors, nomination of candidates for Members of the Board of Directors nomination of candidates for Representative Directors and executive Members of the Board of Directors, and succession plans for President, and reports its findings to the Board of Directors.

The Board of Directors determines the nomination of candidates for Members of the Board of Directors based on the reported findings of the Nomination Advisory Committee. Nominations for candidates for Members of the Board of Directors who will be Audit and Supervisory Committee members are subject to approval by the Audit and Supervisory Committee.

Executives

Summary of the Criteria for Independence

  • (1)The person is not an executive of the company or its current subsidiary or a company that was a subsidiary within the past three years.
  • (2)The person is not currently a major shareholder or an executive of a major shareholder.
  • (3)The person is not an executive of a company, etc., that is currently a significant client or supplier or was a significant client or supplier within the past three years with the company or its current subsidiary.
    * “Significant client or supplier” refers to one with which the company has transactions of 2% or more of consolidated net sales of the company or of the client or supplier.
  • (4)The person is not an executive of an organization that has received within the past three years a donation or grant of over 10.00 million yen per annum from the company or its current subsidiary.
  • (5)The person is not an executive of a company or a subsidiary of that company, that employs or has employed within the past three years a Board Member, Statutory Auditor, or Vice President of the company or its current subsidiary.
  • (6) The person does not have any significant transaction relationship with the company, such as a consulting or advisory agreement, and has not had a significant transaction relationship in the past.
  • (7)The person is not an executive of the Independent Auditor of the company.
  • (8)The person is not the spouse or a relative within the second degree of kinship, etc., of a Board Member, Statutory Auditor, or Vice President of the company or its current subsidiary.
  • (9) The person does not have the risk of constantly creating a substantial conflict of interest with the company’s general shareholders as a whole for reasons other than those considered in (1) through (8) above.

Table of contents

Overview of Murata's Corporate Governance System

  • Structure of corporate governance system
  • Composition of the Board of Directors, etc.

History of initiatives to strengthen corporate governance

  • History of initiatives to strengthen corporate governance
  • Changes in the number of the Members of the Board of Directors

Nomination of candidates for Members of the Board of Directors

  • Nomination policies
  • Nomination procedures
  • Executives

Remuneration for Member of the Board of Directors

  • Policies regarding remuneration
  • Procedures for determining remuneration