As part of adjustments to management organization to strengthen its corporate governance system, Kuraray Co., Ltd. will establish a Management Advisory Committee, as described below, effective June 26, 2003
1.Summary of the Management Advisory Committee
- (1) Members
- The Management Advisory Committee shall be made up of five standing members. These shall include two members from outside the Company, as well as the Chairman of the Company (the Committee Chairman), an Adviser, and a representative of the Audit Committee. The term of a standing member shall be one year. No restrictions shall be placed on reappointment to the Committee.
- Additional members shall be requested by the Committee Chairman to attend, as required, depending upon the subject to be discussed.
- (2)Functions of the Management Advisory Committee
- The Committee shall counsel the President as follows with regard to carrying out the business operations of the Kuraray Group for the overall purpose of thorough implementation of compliance measures, ensuring a focus on shareholders, and achieving management transparency
- i. Counsel concerning the Kuraray Group's management policies, major management issues, and business plans
- ii. Counsel concerning the President's resignation or remaining in office and candidates for succession
- iii. Counsel concerning the President's compensation
- (3)Meeting schedule
- In principle, the Management Advisory Committee shall meet twice each year (in May and November)
2.Standing members (Positions indicated are as of June 26.)
Hiroto Matsuo, Committee Chairman (Representative Director and Chairman, Kuraray Co., Ltd.)
Shojiro Nanya (Representative Director and Chairman, West Japan Railway Company)
Teruyuki Ouchi(*1) (Chairman, World Wide Fund for Nature [WWF] Japan)
Hisao Nakamura (Adviser, Kuraray Co., Ltd.)
A representative from the Kuraray Audit Committee (*2)
- *1 Mr. Ouchi plans to assume this position in November 2003.
- *2 Selection and appointment of the representative from the Audit Committee are planned for June 26, 2003.