Nomination of Candidates for Director
Taking into consideration factors including the nature of Murata’s business and the company’s scale and management environment, we nominate candidates for Board positions from among human resources possessing the requisite knowledge, experience and attributes to contribute to the realization of the functions of the Board of Directors (decision on basic management policy and important matters for execution and supervision of the execution of duties by company Officers), while also considering the balance and diversity of knowledge, experience and ability in the Board as a whole.
With regard to our nomination of candidates for Outside Director, we seek out human resources in a wide range of diverse fields, working to identify candidates from among individuals satisfying criteria for the judgment of independence set by the Tokyo Stock Exchange and Murata Manufacturing itself.
In particular in the case of candidates for membership of the Audit and Supervisory Committee, in addition to the above, we nominate candidates from among human resources possessing attributes that will enable them to audit the status of execution of management tasks by Executive Officers from a fair and objective standpoint and contribute to improving the soundness and transparency of management, in addition to enriching knowledge and experience in the areas of management oversight and business operation. It should also be noted that we nominate the majority of our candidates for Director, who sit on the Audit and Supervisory Committee, from outside the company.
The Nomination Advisory Committee deliberates and makes recommendations to the Board of Directors with regard to the standards for nomination of candidates for Director, standards for evaluating the independence of Independent Outside Directors, nomination of candidates for Director, and nomination of candidates for Representative Director and Directors with special titles.
The Board of Directors makes decisions with regard to the nomination of candidates for Director based on the recommendations of the Nomination Advisory Committee. Approval must be obtained from the Audit and Supervisory Committee with regard to the candidates for Director who are also Audit and Supervisory Committee members.
∗ For more information regarding criteria for judgment of the independence of Independent Outside Directors, see “I. Basic Views on Corporate Governance, Capital Structure, Corporate Attributes and Other Basic Information,” “1. Basic Views” in the Murata Manufacturing Corporate Governance Report; for more information regarding reasons for appointments, see “II. Business Management Organization and Other Corporate Governance Systems regarding Decision-making, Execution of Business, and Oversight in Management,” “1. Organizational Composition and Operation” in the same report.