Independence Criteria for Outside Directors and Outside Corporate Auditor of JERA Co., Inc.Sustainability / Corporate Governance
JERA Co., Inc. (the “Company”) declares that an outside director or an outside corporate auditor who does not fall under any of the following descriptions is independent of the Company:
1. Major Shareholder
- A current or former (within the past ten (10) years) executive (as defined in Article 2(3)(vi) of the Regulation for Enforcement of the Companies Act of Japan; hereinafter the same) of a major shareholder (including its parent company or its subsidiaries) of the Company (a shareholder directly or indirectly holding 10% or more voting rights).
2. Major Business Partner
- A current or former (within the past three (3) years) executive of a corporation of which the Company or its subsidiaries is a major counter party to a sale transaction (*1).
- A current or former (within the past three (3) years) executive of a corporation which is a major counterparty to a sale transaction of the Company or its subsidiaries (*2).
3. Major Lender
- A current or former (within the past three (3) years) executive of a major lender (*3) of the Company or its subsidiaries.
4. Specialized Service Provider
- A current or former (within the past three (3) years) member, etc. of an auditing corporation that is an accounting auditor of the Company or its subsidiaries.
- A current or former (within the past three (3) years) person who does not fall under any of the above but is an attorney-at-law, certified public accountant, tax accountant, or other consultant receiving a large amount (*4) of money or other assets other than director’s or corporate auditor’s remuneration from the Company.
5. Large Donation
- A current or former (within the past three (3) years) executive of an organization receiving large amount (*5) of donations from the Company or its subsidiaries.
6. Close Relative
- A current or former (within the past three (3) years) spouse or relative within the second degree of kinship (“close relative”) of a director, managing executive officer, executive officer, or other important employee of the Company or its subsidiaries.
- A close relative who falls under any of the requirements of 1. through 5. above. However, “executive” in 1. through 3. and 5. above shall be limited to a director, executive officer, corporate executive officer, chief director or other person who is in a position similar thereto, and “member, etc.” in 4. above shall be limited to a member or partner.
7. Other
- A person who cannot be expected to be substantially independent due to circumstances other than those mentioned above.
- *1 A business partner receiving payments from the Company or its subsidiaries amounting to 2% or more of the business partner’s annual consolidated net sales in any of the last three (3) financial years.
- *2 A business partner whose payments made to the Company or its subsidiaries have amounted to 2% or more of the Company’s annual consolidated net sales in any of the last three (3) financial years.
- *3 A lender whose loans to the Company or its subsidiaries have amounted to 2% or more of the Company’s consolidated total assets in any of the last three (3) financial years.
- *4 An amount of equivalent to USD120,000 or more per year on average over the last three (3) years for individuals or, for those belonging to an organization such as a corporation or partnership, an amount of 2% or more of the annual gross revenue of the organization on average over the last three (3) financial years.
- *5 The greater of JPY10 million per year or 2% of the annual gross revenue of the organization on average over the last three (3) financial years.
Established and enacted on October 1, 2023