Independence Criteria for Independent Officers
In addition to the requirements for independent directors/audit & supervisory board members stipulated by the Tokyo Stock Exchange, IHI uses the criteria below to determine independence.
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Major shareholders
The Director should not be a major shareholder with 10% or more of the voting rights in IHI or serve as a Director, Audit & Supervisory Board Member, Executive Officer at a company with committees, Executive Officer or employee, of a corporation that is a major shareholder. -
Major clients, suppliers, etc.
The Director should not currently serve as a Director, Audit & Supervisory Board Member, Executive Officer at a company with committees, Executive Officer or employee, of any of IHI’s major clients, suppliers, etc. detailed below, nor should he/she have served as an Executive Director, Executive Officer at a company with committees, or Executive Officer, of such major clients, suppliers, etc. in the past.
- Major clients of the IHI Group (with transactions valued at 2% or more of IHI’s consolidated revenue in the most recent fiscal year)
- Major suppliers to the IHI Group (with transactions valued at 2% or more of the supplier’s consolidated revenue in the most recent fiscal year)
- Major lenders to IHI (as listed in the business report for the most recent fiscal year).
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Providers of specialist services (attorneys at law, certified public accountants, or consultants, etc.)
The Director should not be an attorney at law, certified public accountant, or consultant, etc. who receives ¥10 million or more of monetary consideration or other property from IHI annually besides compensation as a Director/Audit & Supervisory Board Member. -
Accounting auditor
The Director should not be a representative partner or partner of IHI’s accounting auditor. -
Mutual exchange of Officers, etc. with IHI
The Director should not be assigned to a corporation with which IHI has a relationship of mutually exchanging Directors or Audit & Supervisory Board Members. -
Close relatives
The Director should not be the spouse or first- to second-degree relative of a Director, Audit & Supervisory Board Member, Executive Officer or equivalent executive-level employee of the IHI Group.
In addition, the Director should not be the spouse or first- to second-degree relative of any person* referred to in 1 through 4 above.
If a major shareholder or a major client, supplier, etc. is a corporation, this applies only to Directors, Audit & Supervisory Board Members, Executive Officers at Companies with committees, Executive Officers, or equivalent executive-level employees of the corporation in question.