Prescribe that the internal rules on governance structure of each financial company shall include matters concerning strengthened transparency of the CEO selection procedure, tightened independence and expertise requirements when selecting outside directors, and guaranteed independence of the internal auditing body;
and that the implementation status of the internal rules on governance structure with respect to the said matters shall be published each year in the annual governance structure report
Details
Standards to ensure the pool of outside director candidates reflects talent groups recommended by various stakeholders and outside experts
Standards to assess whether the members of the board of directors represent the various areas of expertise necessary for the management of a financial company including finance, IT, law, and industry
Matters concerning the reasons for activating procedures for the transfer of cheif executive officers and eligibility requirements (including financial expertise) for CEO candidates
Method of reporting to shareholders on the yearly suitability assessments of the candidate pool for chief executive officers and the results thereof
Partial Amendment to the Regulations on the Supervision of the Governance Structure of Financial Companies
The Regulations on the Supervision of the Governance Structure of Financial Companies shall be partially amended as follows.
Article 5, paragraph 5, subparagraph 2, item F shall be newly inserted as follows.
F. Assessment results regarding whether the board of directors consists of a balanced mixture of the various areas of expertise necessary for the management of a financial company including finance, economics, strategy and planning, law, accounting, consumer protection, and information technology
Article 5, paragraph 5, subparagraph 3, item I shall read as follows.
I. Status of candidate pool management, including whether the pool of outside director candidates reflects talent groups recommended by various stakeholders and outside experts
In Article 5, paragraph 5, subparagraph 5, item C, “law” shall read “legislation,” and “and” shall read “and other CEO eligibility requirements, and”. In item E of the same subparagraph, “chief executive officeres” shall read, “yearly results of suitability assessment of the candidate pool, etc. and chief executive officers.”
A proviso to Article 17 paragraph 2 shall be newly inserted as follows.
Provided, that where it is difficult for a person subject to eligibility screening to submit his/her own documents due to unavoidable circumstances, a proxy thereof shall submit the documents on his/her behalf.
Addenda
Article 1 (Enforcement Date) This Notice shall enter into force as of the date 3 months after promulgation.
Article 2 (Applicality to the Preparation and Publication of Internal Rules on Governance Structure) The amended provisions under each of the subparagraphs of Article 5, paragraph 5 shall be applicable starting from the first annual governance structure report prepared after the enforcement of these Regulations.
Article 3 (Special Case Concerning the Eligibility Screening of the Largest Shareholder) The amended proviso of Article 17, paragraph 2 shall be applicable starting from the first eligibility screening conducted after the enforcement of these Regulations.
