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]].

Listed Company Searchicon-block

For formats for Independent Directors/Auditors Notifications and matters to note regarding securing ID/A, please refer to the documents below.

Practical matters to note on securing independent directors/auditors (January 2024 edition) icon-pdf
Independent Directors/Auditors Notification [in Japanese only]
* Please submit via TDnet

Please refer to the page with regards to appointment of independent directors by TSE-Listed companies as below.

Appointment of Independent Directors/Auditors

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.