Governance

Appointment of External Directors and External Auditors

In order to further enhance corporate governance within Taisei Corporation, 6 external executives (external directors and external auditors) have been appointed. All six satisfy the criteria of independence established by Tokyo Stock Exchange, and they have been notified as independent directors based on the Tokyo Stock exchange regulations for listing securities.

External Directors

As of May 1, 2014

Tohru Tsuji

Tohru Tsuji

1991  Appointed Director of Marubeni Corporation
1995  Appointed Managing Officer of Marubeni Corporation
1996  Appointed Representative Managing Executive Officer of Marubeni Corporation
1997  Appointed Representative Senior Managing Executive Officer of Marubeni Corporation
1999  Appointed President and CEO of Marubeni Corporation
2003  Appointed Chairman of the Board of Marubeni Corporation
2004  Appointed Chairman of Marubeni Corporation
2008  Appointed as Adviser to Directors of Marubeni Corporation
2008  Appointed as Adviser to Marubeni Corporation
2011  Appointed as Members of the Board to Taisei Corporation (current post)
2012  Appointed Honorary Executive to Marubeni Corporation (current post)

・Attendance at Board meetings: 13/13 (number of meetings attended/number of meetings held)

He has provided valuable opinions regarding the management of the company in order to strengthen the corporate governance, from a neutral standpoint with deep experience and wide knowledge as a manager in a different field, and as an external director.

Fumio Sudo

Fumio Sudo

1994  Appointed Director of Kawasaki Steel Corporation
1997  Appointed Managing Director of Kawasaki Steel Corporation
2000  Appointed Vice President of Kawasaki Steel Corporation
2001  Appointed President and CEO of Kawasaki Steel Corporation
2002  Appointed Director (Part time) of JFE Holdings, Inc.
2003  Appointed President and CEO of JFE Steel Corporation
2005  Appointed President and CEO of JFE Holdings, Inc.
2010  Appointed Director of JFE Holdings, Inc.
2010  Appointed Adviser to JFE Holdings, Inc.
2011  Appointed as Members of the Board to Taisei Corporation (current post)

・Attendance at Board meetings: 13/13 (number of meetings attended/number of meetings held)

He has provided valuable opinions regarding the management of the company in order to establish the system of internal controls and strengthen the corporate governance, from a neutral standpoint with wide knowledge and multi-faceted viewpoint as a manager in a different field, and as an external director.

External Auditors

Masakuni Sekimoto

Masakuni Sekimoto

1991  Head of 1st Bureau Ministry of Finance Auditing Section Board of Audit of Japan
1998  Head of 1st Bureau Board of Audit of Japan
2002  Secretary-General Board of Audit of Japan
2011  Appointed as Audit & Supervisory Board Member to Taisei Corporation (current post)

・Attendance at Board meetings: 13/13 (number of meetings attended/number of meetings held)
・Attendance at Audit Committee meetings: 14/14 (number of meetings attended/number of meetings held)

He has provided appropriate opinions based on his deep knowledge of finance and accounting, and opinions regarding matters relating to execution of the work of auditors.

Shigeru Morichi

Shigeru Morichi

1987  Professor Civil Engineering Department, Engineering Faculty, Tokyo Institute of Technology
1996  Professor Social Infrastructure Engineering Department, Graduate School of Engineering, Tokyo University
2004  Professor National Graduate Institute for Policy Studies
2004  Vice Chairman of Institution for Transport Policy Studies and President of Institute for Transport Policy Studies
2011  Director of the Policy Research Center of the National Graduate Institute for Policy Studies
2012  Appointed as Audit & Supervisory Board Member to Taisei Corporation (current post)

・Attendance at Board meetings: 13/13 (number of meetings attended/number of meetings held)
・Attendance at Audit Committee meetings: 13/14 (number of meetings attended/number of meetings held)

He has provided appropriate opinions based on his deep knowledge cultivated through his experience as a university professor, and opinions regarding matters relating to execution of the work of auditors.

Terunobu Maeda

Terunobu Maeda

1995  Appointed Director of Fuji Bank Limited
1997  Appointed Managing Director of Fuji Bank Limited
2001  Appointed Vice President of Fuji Bank Limited
2002  Appointed Director of Mizuho Holdings, Inc.
2002  Appointed President of Mizuho Holdings, Inc.
2003  Appointed President of Mizuho Financial Group, Inc.
2009  Appointed Chairman of Mizuho Financial Group, Inc.
2010  Appointed Special Consultant to Mizuho Financial Group, Inc.
2011  Appointed as Audit & Supervisory Board Member to Taisei Corporation (current post)

・Attendance at Board meetings: 12/13 (number of meetings attended/number of meetings held)
・Attendance at Audit Committee meetings: 13/14 (number of meetings attended/number of meetings held)

He has provided appropriate opinions based on his deep knowledge of finance and accounting, and opinions regarding matters relating to execution of the work of auditors.

Kiwamu Miyakoshi

Kiwamu Miyakoshi

1987  Ministry of Foreign Affairs, First Secretary, Embassy of Japan, Germany
1998  Police Commissioner, Tokushima Prefecture
2004  Auditor-Secretary for Hanshin Expressway Company, Limited
2005  Police Commissioner for Ibaraki Prefecture
2010  Chief of Police for Chugoku District
2011  Chief of Police for Kanto District
2012  Appointed as Audit & Supervisory Board Member to Taisei Corporation (current post)

・Attendance at Board meetings: 13/13 (number of meetings attended/number of meetings held)
・Attendance at Audit Committee meetings: 14/14 (number of meetings attended/number of meetings held)

He has provided appropriate opinions based on his deep knowledge cultivated through his experience in police affairs, and opinions regarding matters relating to execution of the work of auditors.

*1 The salaries of Directors were set to a maximum total monthly amount of 70 million yen by the 146th ordinary shareholders' meeting held on June 27th, 2006.
*2 The salaries of Auditors were set to a maximum total monthly amount of 12 million yen by the 134th ordinary shareholders' meeting held on June 29th, 1994.

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