Independent Directors/Auditors

Tokyo Stock Exchange (TSE) prescribed a provision to the effect that a listed company must, for the purpose of protecting general shareholders, secure at least one independent director/auditor (hereinafter "ID/A") (meaning an outside director/auditor who is unlikely to have conflicts of interest with general shareholders) as "Matters to be Observed" in the Codes of Corporate Conduct. Listed companies are required to submit "Independent Directors/Auditors Notifications" to confirm compliance with the Codes of Corporate Conduct related to securing ID/A(s).

"Independent Directors/Auditors Notifications“ is available on Listed Company Search [Monitor for details on a listed company [Basic information]].

Appointment of Outside Directors by TSE-Listed Companies [Final Report][July 29, 2015] icon-pdf
Appointment of Outside Directors by TSE-Listed Companies [July 25, 2014] icon-pdf
Listed Company Search icon-block
Practical Considerations When Appointing Independent director/auditor (Japanese version) icon-pdf
Independent Directors/Auditors Notification(Japanese version) icon-xls

Appointment of Outside Directors and Independent Directors by TSE-Listed Companies 

Ratio of 1st Section Companies with Outside Directors
(note)
  • ・Figures for years prior to 2015 are based on (i) corporate governance reports and (ii) research on corporate governance of the listed companies conducted by Japan Association of Corporate Directors. The figures for 2015 are based on corporate governance reports submitted by listed companies as of July 14, 2015.
Ratio of 1st Companies with Independent Directors
(note)
  • ・Figures for years prior to 2015 are based on corporate governance reports. The figures for 2015 are based on corporate governance reports submitted by listed companies as of July 14, 2015.

Efforts to increase effectiveness of Independent Directors/Auditors

A Handbook on Practical Issues for Independent Directors/Auditors

This handbook was published as a measure to enhance effectiveness of Independent Director/Auditor System with the aim of providing an opportunity for Independent Directors/Auditors to better understand their expected role and explaining what matters should be considered when fulfilling such roles, alongside the reasoning behind these matters.
This book is composed of a “General Discussion” section and an “Itemized Discussion” section. In the General Discussion section, TSE explains the standpoint of Independent Directors/Auditors and basic viewpoints. In the Itemized Discussion section, TSE shows the viewpoints of general shareholders and a checklist for each agenda item to be resolved by the board of directors, and provides explanations for each case.

E-learning courses : Practical Issues for Independent Directors/Auditors 

TSE provides an e-learning courses based on the contents of a “Handbook on Practical Issues for Independent Directors/Auditors”
In this e-learning course, we explain the standpoint of Independent Directors/Auditors, viewpoints of general shareholders, a checklist for each agenda item to be resolved by the board of directors, and provide explanations for each case.

A Handbook on Practical Issues for Independent Directors/Auditors icon-pdf

Seminar for Independent Directors/Auditors

TSE holds seminars to assist the activities of Independent Directors/Auditors.
In the past seminars, TSE explained the role of independent directors/auditors and introduced the experience as independent directors/auditors.