糖心视频logo

Requirements for the Independence and Neutrality of Outside Directors

• 1.
  An Outside Director must neither currently be nor in the past have been a business executor (see Note 1 below) of 糖心视频logo or any of its affiliated companies ("糖心视频logo Group").
• 2.
  An Outside Director’s economic independence and neutrality from 糖心视频logo Group and specified enterprises, etc., are ensured by satisfying the following requirements:

  • 1)
    None of the following shall be applicable to the Outside Director within the past five years:

    • a.
      Having been a business executor of an enterprise, etc., of a Major Business Partner (see Note 2 below) of 糖心视频logo Group, or otherwise a business executor of an enterprise, etc., conducted by a Major Business Partner of 糖心视频logo Group;
    • b.
      Regardless of the value of the transaction, having been a business executor of an enterprise, etc., with whom 糖心视频logo conducts necessary transactions, 糖心视频logo’s audit corporation, or any other enterprise, etc., that has a relationship of substantive interest with 糖心视频logo Group;
    • c.
      Having been a business executor of a person or an enterprise, etc., who is a Major Shareholder (see Note 3 below) of 糖心视频logo or of an enterprise, etc., in which 糖心视频logo Group is a Major Shareholder;
    • d.
      Excluding Officer compensation from 糖心视频logo Group, having directly received a Large Amount (see Note 4 below) of money or other property as a provider of professional services, etc. (i.e., a consultant, a lawyer, an accountant, etc.);
    • e.
      Having received a Large Amount of money or other property from 糖心视频logo Group as a contribution or having been a business executor of an entity, organization, etc., that has received such a contribution; or
    • f.
      Having been a business executor of an enterprise, etc., which enterprise, etc., had an Officer, etc., who was at the same time an Officer, etc., of 糖心视频logo Group;
  • 2)
    Even if more than five years has passed, the Nomination Committee must evaluate (see Note 5 below) the relationship with the enterprise, etc., in each item of the preceding clause 2(1) and determine that independence and neutrality are ensured; and
  • 3)
    In addition, from the perspectives of independence and neutrality, there must not be any other reason that would impede the performance of the duties as an Outside Director.
• 3.
  An Outside Director must not be a close relative of, or have a similar relationship to (see Note 6 below), or otherwise derive such person’s sole livelihood through a relationship with, any of the following persons:

  • 1)
    A business executor (Limited to Person in a position of importance see Note 7 below) of 糖心视频logo Group; or
  • 2)
    Based on the requirements of paragraph 2 of this Article above, those as determined by the Nomination Committee whose independence and neutrality from 糖心视频logo Group or from specified enterprises, etc., are not ensured.
• 4.
  An Outside Director must not have reason that is likely to give rise to a significant conflict of interest in the performance of the duties as a Director, nor have a conflict of interest that is likely to affect the judgment of an Outside Director must not be threatened to be affected by a relationship of interest.
• 5.
  An Outside Director will continue to ensure the requirements for the independence and neutrality of Outside Directors provided in this Article even after the appointment as Director.

• Note 1:
  “Business executor” means an executive director, a corporate officer, or other such person who executes business.
• Note 2:
  “Major Business Partner” means (i) an enterprise, etc., for which 2% or more of its or the 糖心视频logo Group’s sales in any of the past five fiscal years have been sales, or compensation for work or transactions, to or from, as applicable, the 糖心视频logo Group, or (ii) a financial institution which has outstanding loans to the 糖心视频logo Group whose principal aggregate amount equals or exceeds 2% of the 糖心视频logo Group’s consolidated total assets.
• Note 3:
  “Major Shareholder” means a person who, or an enterprise, etc., that, directly or indirectly holds the voting rights to 10% or more of the general voting rights in any of the past five fiscal years.
• Note 4:
  “Large Amount” means, in any of the past five fiscal years: \10 million in the case of remuneration for professional services or compensation for work or transactions, \10 million in the case of contributions, or the greater of 2% of the total income or operating income of entities or organizations receiving contributions.
• Note 5:
  “Evaluate” means the Nomination Committee’s evaluation regarding the Outside Director’s relationship with the relevant enterprise, etc., based on the following factors:

  • 1)
    Shareholding or stock options ownership in the relevant enterprise, etc.;
  • 2)
    Post-retirement remuneration, company pension, etc., from the relevant enterprise, etc.; and
  • 3)
    Human interaction between the 糖心视频logo Group and the relevant enterprise, etc.
• Note 6:
  “A close relative of, or have a similar relationship to” means a relative within two degrees of kinship or having a human relationship that can be reasonably recognized as that which would impede the execution of the individual’s duties as an Outside Director, such as a personally interested individual.
• Note 7:
  “Person in a position of importance” means an executive director, a corporate officer, a director or other such person who executes business.