Independence Standards for Outside Directors at Dentsu Group Inc.
The Company deems that any directors that fall under any of the following items do not meet the standards for independent outside directors.
1. Persons from the Company or its subsidiaries
a. Persons who perform executive roles (which means executive directors, statutory officers, executive officers, managers, employees (including advisors, the same applies hereafter), or other persons as stipulated in Item 6 of Article 2, Section 3 of the Regulation of Enforcement of the Companies Act; the same applies hereafter) in the Company or its subsidiaries.
b. Persons who were directors, statutory officers, executive officers, managers or employees of the Company or its subsidiaries during any period in the past ten years.
2. Persons who perform executive roles in another company where a person who performs an executive role in the Company holds the position of director, officer, corporate auditor and the like
Persons who perform executive roles in another company where a person who performs an executive role in the Company holds the position of director, officer, corporate auditor and the like.
3. Principal business partners
Persons whose principal client is the Company*1 or persons who perform executive roles therein, or principal clients of the Company*2 or persons who perform executive roles therein.
4. Accounting firms of the Company
Those who belong to an accounting firm that conducts audits of the Company under the Companies Act or the Financial Instruments and Exchange Act.
5. Outside experts of the Company
Experts (including attorneys-at-law, accountants, tax accountants, patent attorneys, judicial scriveners and consultants) who receive a significant amount*3 of money or other property (except for remuneration as a director, officer, corporate auditor and the like) from the Company or its subsidiaries (or if the person receiving such property is an organization, such as a company and an association, persons belonging to such organization).
6. Donations
Persons who received a significant amount*4 of donations from the Company or its subsidiaries (or if the person receiving such donations is an organization, such as a company or an association, persons who perform an executive role therein).
7. Major shareholders.
Persons that substantially own 5% or more of the voting rights of the Company or persons who perform an executive role therein.
8. Persons who have fallen in the past
Those who have fallen under any of items 2 through 6 during any period in the past three years.
Even if three years have passed since the person became no longer relevant, it is required that the Nominating Advisory Committee will evaluate the relationship with the relevant company, etc. and judge that the independence and neutrality of the person has been ensured.
9. Close relatives
Close relatives of those who fall under any of items 1 through 8, except for persons who are unimportant.
10. Term of office as outside directors
Persons whose term of office as an outside director of the Company exceeds eight years in total.*5
- *1“Persons whose principal client is the Company” are those who received payments from the Company or its subsidiaries in the amount equivalent to more than 2% of their annual consolidated sales in the latest business year.
- *2“Principal clients of the Company” are those who made payments to the Company or its subsidiaries in the amount equivalent to more than 2% of the Company’s annual consolidated revenue in the latest business year or those who provided loans to the Company or its subsidiaries the outstanding amount of which was more than 2% of the consolidated total assets of the Company in the latest business year.
- *3“Significant amount” means, with respect to the amount of the property acquired by the relevant party in the latest business year, more than 13 million yen (in the case of a natural person) or more than 2% of its annual consolidated sales or 2% of its gross revenue (in the case of an organization, such as a company or an association), whichever is larger.
- *4“Significant amount” means, with respect to the amount of the donations received by the relevant party in the latest business year, more than 13 million yen or more than 2% of its annual gross revenue, whichever is larger.
- *5This provision shall not apply to a person who has already assumed outside director of the Company on the date of the revision of these Standards (January 1, 2021) until the expiration of such term of office.
(Formulated on November 20, 2015)
(Amended on January 1, 2021)
(Amended on December 31, 2023)
