(Supervised By Hideki Kanda –Written And Edited By Tokyo Stock Exchange, Inc.) Foreward by HidekiKanda- Tokyo Stock Exchange introduced rules relating to Independent Directors/Auditors (“Independent Director/Auditor System”) in December 2009. This System requires a listed company to secure among its outside directors/auditors one or more person who is unlikely to have conflicts of interest with general shareholders, and to notify Tokyo Stock Exchange of their appointment as Independent Director(s)/Auditor(s). Thereafter, this System was partially revised in May this year.
Considering various events which recently occurred in the securities market and opinions from investors in Japan and around the world, I believe that the expectations of Independent Directors/Auditors within listed companies and importance of their role are increasing more than ever. Meanwhile, we are hearing more opinions regarding what Independent Directors/Auditors
should actually do. Given these circumstances, TSE has prepared this book to explain to Independent Directors/Auditors their expected roles, and what matters should be considered and what actions are expected when decisions of a listed company are actually made, together with the ways of thinking
behind such actions. I hope the contents of this book will be shared by Independent Directors/Auditors and that this book will thereby contribute to securing the soundness and prosperity of Japanese listed companies and encourage further development of the securities market, corporate environment, and economy of Japan.
October 2012
Hideki Kanda
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