Notice Concerning Reorganization of Nomination and Compensation Committee
Mar 27, 2020
- IR-Timely Disclosure
- Management
Dentsu Group Inc. (Tokyo: 4324; ISIN: JP3551520004; President & CEO: Toshihiro Yamamoto; Head Office: Tokyo; Capital: 74,609.81 million yen; hereinafter the “Company”) today convened a meeting of its Board of Directors at which it resolved to reorganize its Nomination and Compensation Committee which was established in July 2019 (hereinafter referred to as the “former Committee”) into two committees, namely the “Nomination Committee” and the “Compensation Committee” (hereinafter referred to as a “Committee” respectively and the “Committees” collectively). Now, therefore, notice is hereby given as follows:
1. Purpose
As announced in the press release “Notice Concerning Establishment of Nomination and Compensation Committee” issued on June 28, 2019, the Company established the former Committee in order to further enhance the independence, objectivity and accountability of the functions of its Board of Directors concerning decisions relating to the nomination / appointment / dismissal and compensation of directors and executive officers (hereinafter referred to as the “Applicable Officers”), as well as its corporate governance system. With regard to the nomination / appointment / dismissal of the Applicable Officers and determining the compensation of each individual director who is not a member of the Audit and Supervisory Committee and of each executive officer, the Board of Directors consulted with the former Committee and adopted resolutions that were based on the reports it received from that Committee.
This separation of the nomination / appointment / dismissal functions from the function of determining compensation will result in the reorganization of the former Committee into two more specialized Committees.
2. Details
(1) Role of each Committee
The former Committee shall be reorganized into the Nomination Committee which is an advisory body to the Board of Directors with regard to the nomination / appointment / dismissal of the Applicable Officers, and the Compensation Committee which is an advisory body to the Board of Directors with regard to determining the compensation of each individual director who is not a member of the Audit and Supervisory Committee and of each executive officer.
(2) Structure of each Committee
Each Committee shall consist of three or more directors or outside experts appointed by a resolution of the Board of Directors, with a majority of the members being Independent Outside Directors. In addition, the chairman of each Committee shall be appointed from among that Committee’s members who are Independent Outside Directors pursuant to a resolution adopted by the Board of Directors.
A. Nomination Committee
| Committee Chairman | Kentaro Koga | Director/Audit and Supervisory Committee Member | Independent Outside Director |
| Toshiaki Hasegawa | Director/Audit and Supervisory Committee Member | Independent Outside Director | |
| Etsuko Katsu | Director/Audit and Supervisory Committee Member | Independent Outside Director | |
| Gan Matsui | Director who is not an Audit and Supervisory Committee Member | Outside Director | |
| Toshihiro Yamamoto | Director who is not an Audit and Supervisory Committee Member | Representative Director President & CEO |
B. Compensation Committee
| Committee Chairman | Toshiaki Hasegawa | Director/Audit and Supervisory Committee Member | Independent Outside Director |
| Kentaro Koga | Director/Audit and Supervisory Committee Member | Independent Outside Director | |
| Etsuko Katsu | Director/Audit and Supervisory Committee Member | Independent Outside Director | |
| Toshihiro Yamamoto | Director who is not an Audit and Supervisory Committee Member | Representative Director President & CEO |
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| Shun Sakurai | Director who is not an Audit and Supervisory Committee Member | Representative Director Executive Vice President |
(3) Date of establishment: Wednesday, April 1, 2020
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About the Dentsu Group
Led by Dentsu Group Inc. (Tokyo: 4324; ISIN: JP3551520004), a pure holding company established on January 1, 2020, the Dentsu Group encompasses two operational networks: Dentsu Japan Network, which oversees Dentsu’s agency operations in Japan, and Dentsu Aegis Network, its international business headquarters in London, which oversees Dentsu’s agency operations outside of Japan.
With a strong presence in over 145 countries and regions across five continents and with more than 62,000 dedicated professionals, the Dentsu Group provides a comprehensive range of client-centric integrated communications, media and digital services through its ten global brands—Carat, Dentsu, dentsu X, iProspect, Isobar, mcgarrybowen, Merkle, MKTG, Posterscope and Vizeum—as well as through Dentsu Japan Network companies, including Dentsu Inc., the world’s largest single brand agency with a history of innovation. The Group is also active in the production and marketing of sports and entertainment content on a global scale.
Dentsu Group Inc. website URL: https://www.group.dentsu.com/en/
Contact:
Shusaku Kannan
Executive Director
Group Corporate Communications Office
Dentsu Group Inc.
Telephone: +81 (3) 6217-6602
E-mail: s.kannan@dentsu.co.jp
