It is
the policy of the Board of Directors that a substantial majority
of the members of the Board be independent of the Corporation's
management. For a Director to be deemed "independent,"
the Board shall affirmatively determine that the Director has
no material relationship with the Corporation or its affiliates
or any member of the senior management of the Corporation or
his or her affiliates.
This determination shall be disclosed in the proxy statement
for each annual meeting of the Corporation's shareholders. In
making this determination, the Board shall not deem a Director
to be independent if he or she not fulfill the qualification
set forth by the TSE og GTSM.
The Board shall undertake an annual review of the independence
of all non-employee Directors. In advance of the meeting at
which this review occurs, each non-employee Director shall be
asked to provide the Board with full information regarding the
Director's business and other relationships with the Corporation
and its affiliates and with senior management and their affiliates
to enable the Board to evaluate the Director's independence.
Directors have an affirmative obligation to inform the Board
of any material changes in their circumstances or relationships
that may impact their designation by the Board as "independent."
This obligation includes all business relationships between
Directors and the Corporation and its affiliates or members
of senior management and their affiliates, whether or not such
business relationships are subject to the approval requirement
set forth in the following provision.
