Investor Relations

Fundamental Policy

(As of June 28, 2019)

Basic Approach to Corporate Governance

Rasa Corporation positions the reinforcement of corporate governance as one of its highest priorities. There are many activities centered on the Board of Directors and Audit and Supervisory Committee for upgrading corporate governance. We are committed to establishing and maintaining a management structure capable of fulfilling our responsibility to provide explanations to shareholders, business partners and other stakeholders, achieving high levels of soundness and transparency, and adapting with speed and accuracy to changes in the operating environment.

Corporate Governance Framework

Overview of Corporate Governance Framework

Explanation of Corporate Governance Units

The Board of Directors has seven members. Four directors are not members of the Audit and Supervisory Committee: Shuichi Imura (Chairman), Nobutoshi Itoh, Yoshihiro Kubota and Kunio Aoi. Three directors are members of this committee: Tadashi Asakura, Koichiro Kakihara and Koji Moriwaki. In addition, Mr. Kakihara and Mr. Moriwaki are outside directors. The directors meet at least once each month, as a rule, to reach decisions about important matters concerning business operations and to supervise the performance of directors.

Rasa Corporation uses the executive officer system in order to manage business operations with speed and efficiency by separating the role of decision-making and management supervision and the role of conducting business operations.

Rasa Corporation has a Corporate Management Committee composed primarily of directors who are company executives as well as other committees. These committees examine important issues involving management for the purpose of upgrading the level of discussions of these issues at meetings of the Board of Directors. Issues are thoroughly examined by one or more of these committees before submission to the Board of Directors.

Audit and Supervisory Committee

The Audit and Supervisory Committee is composed of the three directors: Tadashi Asakura (Chairman), Koichiro Kakihara and Koji Moriwaki. Members of this committee attend meetings of the Board of Directors and the full-time member of this committee attends meetings of the Corporate Management Committee and other important meetings. Members of this committee perform appropriate audits of the performance of the directors and, by gathering sufficient information, perform a broad range of audits concerning all aspects of management.

Nomination and Remuneration Committee

The Nomination and Remuneration Committee is composed of one internal director, Shuichi Imura (Chairman) and outside directors Koichiro Kakihara and Koji Moriwaki. In response to requests from the Board of Directors, members of this committee discuss items involving selections and other activities concerning directors and the remuneration of directors. The committee then submits its conclusions to the Board of Directors.

Internal Auditing Office

The Internal Auditing Office is supervised directly by the company president. As a rule, members of this office audit all business units, including group companies, once every year based on a plan established for each fiscal year and the Internal Audit Rules. The audits confirm that business operations are performed in a suitable, reasonable and efficient manner.
In addition, the Internal Auditing Office collaborates with the Audit and Supervisory Committee and accounting auditor to make internal audits more effective and efficient.

Reason for selecting this governance system

Rasa Corporation is a company with an Audit and Supervisory Committee. The Board of Directors has seven members, including four directors who are not members of the Audit and Supervisory Committee and three directors (including two outside directors) who are members of this committee. The company is dedicated to conducting business operations with efficiency and speed as well as to maintaining a framework in which the outside directors properly perform their management oversight function.

In addition, there is an Audit and Supervisory Committee that works with the independent accountant and Internal Auditing Office to maintain an auditing framework that is effective and efficient.
Consequently, Rasa Corporation believes that the current corporate governance system is suitable for its operations.

Structure of Corporate Governance Units and Internal Controls

Structure of Corporate Governance Units and Internal Controls

Internal Control System

The purpose of this system is to maintain a framework for ensuring that directors and employees do their jobs in conformity with the applicable laws and ordinances as well as the Rasa Articles of Incorporation and a framework for ensuring that directors and employees of subsidiaries do their jobs in conformity with the applicable laws and ordinances as well as the applicable articles of incorporation.

  • The Rasa Group is well aware that a sound compliance system is a vital component of its management. The group has established Rules for Strict Compliance with Laws and Regulations and prepared a Compliance Manual. There are also activities to reinforce the framework for fostering and firmly establishing a corporate culture that places priority on compliance.
  • The Rasa Corporation General Affairs Division is responsible for the group’s compliance activities. To ensure that everyone has a strong commitment to compliance, there are constant educational activities for all executives and employees of the group and the executives and employees of all group companies perform compliance self-inspections.
  • The Rasa Group has a single compliance hotline for reports and consultations so that violations of laws, regulations and other guidelines can be discovered quickly.
  • To ensure the sound management of business operations, the Rasa Group has absolutely no connections or contact with antisocial forces and firmly and resolutely rejects any improper demands made by antisocial forces.
  • The Internal Controls Committee, which is chaired by the company president, establishes the Rasa Group’s internal control system and evaluates the operation of this system, under the oversight of the directors.

Retention and management of information about the directors’ performance

Information about the performance of the directors is recorded by using documents, digital media or other methods in accordance with the Rasa Document Management Rules. This information is stored with associated materials in a format that allows performing searches to locate specific items.

Rules and other systems concerning management of the risk of losses

The Risk Management Committee and Corporate Management Committee evaluate anticipated risk factors concerning the Rasa Group’s business operations and determine policies and countermeasures for these risk factors.
However, matters prescribed in the Board of Directors Regulations first require approval of the directors.

System for enabling Rasa Group directors to perform their duties efficiently

  • As a rule, the Board of Directors meets once each month and other meetings take place as needed. At these meetings, the directors make decisions about important matters involving the management of the Rasa Group. As needed, important items are first discussed by the Corporate Management Committee to provide a basis for the subsequent submission of proposals to the directors.
  • Rasa Group directors submit reports in a suitable manner and frequency concerning the performance of directors at meetings of the boards of directors of all group companies.
  • Rasa uses the executive officer system for the purpose of managing business operations quickly and efficiently by separating the role of management decision-making and oversight and the role of conducting business operations.
  • The Rasa Group has Board of Directors Regulations, Organizational Rules, Business Authority Rules and other internal rules. By clearly defining the roles and authority of executives and employees, these rules provide a framework for people to do their jobs properly and efficiently.
  • The Rasa Group uses information technology for the production of financial reports and management documents. In addition, increasing use is to be made of the internal portal site as a platform for sharing information.

System for ensuring proper business operations at the Rasa Group

  • To ensure that companies belonging to the Rasa Group conduct business operations properly, Rasa has an administrative framework based on Group Company Management Rules for providing subsidiaries with advice and guidance. In addition, proposals for significant actions involving management at subsidiaries must also be submitted to the Rasa Board of Directors.
  • Overseas subsidiaries and other overseas business sites comply with local laws and regulations as well as business and other customs.
  • In accordance with Internal Auditing Rules, the Rasa Internal Auditing Office performs internal audits of group companies to confirm that business operations comply with laws and regulations and are conducted properly.
  • As a rule, there is a Rasa Group Conference once every month that is attended by directors and others at group companies. Directors of subsidiaries submit reports about important items at their companies at these gatherings.

Directors and employees assisting the Audit and Supervisory Committee, independence of these directors (except Audit and Supervisory Committee members) and employees and assurance of effective instructions to these directors and employees

  • Rasa appoints employees to assist the activities of the Audit and Supervisory Committee.
  • Employees appointed to assist the Audit and Supervisory Committee are independent of the directors (except Audit and Supervisory Committee members) and follow only the instructions of this committee. The consent of the Audit and Supervisory Committee is required for evaluating the performance of these employees and reassigning these employees.

System for reports by directors and employees to the Audit and Supervisory Committee and system for other reports to this committee

  • The sharing of important information among Rasa directors and the directors and corporate auditors of subsidiaries is a fundamental policy of Rasa.
  • The full-time Audit and Supervisory Committee member attends meetings of the Corporate Management Committee and other important meetings. This provides a framework for monitoring voting on proposals, reports that are submitted and how discussions are held.
  • If a Rasa Group director (except Audit and Supervisory Committee members) discovers an item that may cause a significant loss or other damage to the group, a report must be submitted immediately to the Audit and Supervisory Committee, the full-time Audit and Supervisory Committee member or a corporate auditor.
  • When a Rasa Group director or employee receives a request from the Audit and Supervisory Committee to submit a report about how business operations are conducted or some other important matter, this report must be submitted promptly and properly.
  • The Rasa Internal Auditing Office submits reports about Rasa Group internal auditing plans, results of audits and other items to the Audit and Supervisory Committee.
  • The Rasa General Affairs Division submits reports to the Audit and Supervisory Committee concerning calls received on the Rasa Group’s compliance help line. There can be no retribution or negative consequences regarding personnel matters for individuals who submit reports using this help line because of the act of submitting a report.

Other systems to ensure the effectiveness of audits by the Audit and Supervisory Committee

  • The president of Rasa holds regular meetings with members of the Audit and Supervisory Committee. These meetings help maintain the proper environment for audits by this committee, provide an opportunity to share opinions about important issues involving audits, and build strong lines of communication.
  • The full-time member of the Audit and Supervisory Committee is present when the accounting auditor performs on-site audits and when the accounting auditor is evaluated.
  • The Audit and Supervisory Committee works closely with the Internal Auditing Office with the goal of performing audits effectively and efficiently.
  • Rasa Group Audit and Supervisory Committee members and corporate auditors hold a regular Group Auditing Conference where they share opinions and other information.
  • When an Audit and Supervisory Committee member asks Rasa for the advance payment of work-related expenses, the department with jurisdiction will make this payment or resolve the associated amount due after examining and approving the request.

System for ensuring the reliability of financial reports

  • The directors of Rasa Corporation fully understand that the preparation of reliable financial reports is critical to the company’s ability to maintain and increase the trust of the public. There are many activities for making internal controls even stronger. In particular, to ensure the reliability of financial reports, many opportunities are used for measures that make Rasa Group executives and employees well aware that conducting business operations properly contributes to making these operations more effective and efficient.
  • The directors of Rasa must do everything possible for the protection of the Rasa Group’s assets by using the correct procedure and receiving approval before acquiring, selling or making effective use of these assets.
  • The Rasa Group uses IT and maintains effective internal controls in order to prevent errors and other problems during the preparation of financial reports.

Basic position and systems for the rejection of antisocial forces

  • In accordance with its fundamental policy for internal control systems, for the soundness of business operations, the Rasa Group declares that there will be absolutely no connections or contact with antisocial forces and any improper demands made by antisocial forces will be firmly rejected.
  • When there is contact from an antisocial force, this contact will be handled directed to the General Affairs Division and handled by the general manager of the division. The entire Rasa organization will handle the contact in a unified and prudent manner while communicating efficiently with the General Affairs Division and cooperating with this division. Rasa uses its Compliance Manual and Antisocial Force Response Manual to give all employees guidelines for dealing with antisocial forces. Furthermore, as a member of the Central District Council for the Special Anti-Violence Countermeasures, Rasa participates in seminars and other activities to collect information about antisocial forces and has a framework for working with external information organizations as needed.

Support for outside directors

  • As a rule, the schedule for the regular monthly meetings of the Board of Directors is established at the beginning of each fiscal year.
  • The outside directors receive materials and other information about matters to be submitted at each meeting from the General Affairs Division, which is the secretariat for the Board of Directors. This secretariat also provides supplementary explanations as required. In addition, for certain proposals, materials are provided prior to a meeting to hear each director’s opinion in advance.
  • At meetings of the Audit and Supervisory Committee, the full-time member provides information to the outside director committee members about important meetings, important documents for making decisions and other matters. In addition, the outside director committee members perform audits themselves whenever they want. The General Affairs Department provides support to these outside directors for administrative tasks associated with their work as committee members.

Summary of Limitation of Liability

Rasa Corporation has contractual agreements with its outside directors and to limit their liability pursuant to Article 423, Paragraph 1 of the Companies Act. The maximum monetary liability of these individuals is the minimum monetary liability prescribed in Article 425, Paragraph 1 of the Companies Act.

Number of Directors

The Articles of Incorporation limit the number of directors who are not members of the Audit and Supervisory Committee to 10 and the number of directors who are members of this committee to seven.

Requirements for Election of Directors

Resolutions for Election of Directors

For the approval of a resolution for the election of directors, the Articles of Incorporation require that the resolution receive a majority of the voting rights at a shareholders meeting attended by shareholders eligible to vote who hold at least one-third of all voting rights.

Voting for Directors

The Articles of Incorporation prohibit cumulative voting for directors.

Shareholder Meeting Proposals Eligible for Approval by the Board of Directors

Purchase of Treasury Shares

Pursuant to Article 165, Paragraph 2 of the Companies Act, treasury shares can be purchased based on a resolution approved by the Board of Directors. This makes it possible to take actions involving equity with speed and flexibility.

Interim Dividend

Pursuant to Article 454, Paragraph 5 of the Companies Act, an interim dividend can be paid based on a resolution approved by the Board of Directors in order to return earnings to shareholders with flexibility.

Special Resolutions at Shareholders Meetings

In accordance with the Articles of Incorporation, the approval of special resolutions as defined in Article 309, Paragraph 2 of the Companies Act at shareholders meetings requires at least two-thirds of the voting rights at a shareholders meeting attended by shareholders who have at least one-third of all voting rights that can be exercised. The purpose is to facilitate the efficient operation of shareholders meetings by reducing the size of the quorum required for special resolutions.

Outside Directors

Rasa has two outside directors.
Outside director Koichiro Kakihara has considerable knowledge about finance and accounting due to his experience working at financial institutions. Furthermore, Mr. Kakihara has management skills due to his experience as a director and vice president of Nippon Coke & Engineering Co., Ltd. until June 2013. He has been selected as an outside director and member of and Audit and Supervisory Committee due to the belief that he is capable of contributing to strengthening corporate governance functions as Rasa aims for global growth and the consistent growth of corporate value. There are no particular relationships between Mr. Kakihara and Rasa in terms of personnel, business operations or finances.
Outside director Koji Moriwaki was a representative director and senior managing director of Rasa Corporation until June 2011. He supervised the chemicals business, corporate planning and other operations and has considerable experience and accomplishments as a manager. He has been selected as an outside director and member of and Audit and Supervisory Committee due to the belief that he is capable of contributing to strengthening corporate governance functions as Rasa aims for global growth and the consistent growth of corporate value. There are no particular relationships between Mr. Kakihara and Rasa in terms of personnel, business operations or finances.
Rasa has established its own Standards for Determining Independence for Outside Directors that are consistent with the independence requirements of the Tokyo Stock Exchange. A director is judged to be independent when none of the following items are applicable.

  • a) An executive or a non-executive director of Rasa or a Rasa subsidiary in the past
  • b) An executive of a company that is currently a major shareholder of Rasa
  • c) An individual with a significant business relationship with Rasa or an executive of a company with a significant business relationship with Rasa
  • d) A consultant, accountant or attorney who has received significant monetary or other compensation from Rasa other than remuneration as a director
  • e) An individual where item b or d was applicable within the past two years
  • A close relative of an individual where item c or e is applicable
  • g) A close relative of an individual who is an executive or non-executive director of a Rasa subsidiary
  • h) A recipient of substantial donations from Rasa or an associated individual

Rasa has designated the two outside directors as independent directors because they fulfill the requirements for independence stipulated by the Tokyo Stock Exchange

Mutual cooperation for outside director supervision/audits and internal audits, Audit and Supervisory Committee audits and accounting audits and mutual cooperation with internal control departments

The Internal Auditing Office performs internal audits of all business units, including group companies, to confirm that business operations are performed in a suitable, reasonable and efficient manner. The office reports the results of these audits to the full-time member of the Audit and Supervisory Committee. The director who is the full-time member of this committee attends meetings of the Corporate Management Committee and other important meetings. This director also provides information received from Audit and Supervisory Committee audits to the other members (outside directors) of the committee. In addition, there are exchanges of information and other forms of cooperation with the accounting auditor in order to determine if the financial audits are performed properly.

Audits Status

Audits by the Audit and Supervisory Committee

The Audit and Supervisory Committee has three members, including two outside directors. Committee members attend meetings of the Board of Directors and the full-time committee member attends meetings of the Corporate Management Committee and other important meetings. Members of this committee perform appropriate audits of the performance of the directors as well as audits covering all aspects of management that are based on sufficient information.
The Audit and Supervisory Committee members understand that working closely with the accounting auditor is essential for improving the quality and efficiency of the committee’s audits as well as for reaching decisions about the suitability of audits performed by the accounting auditor.
The Audit and Supervisory Committee receives the internal auditing schedule from the Internal Auditing Office and exchanges opinions and information with this office in order to perform audits that are reasonable and effective manner.

Internal Audits Status

The Internal Auditing Office, which has two members, establishes an internal audit plan for each fiscal year. Internal audits are then performed in accordance with the Internal Audit Rules concerning the suitability, rationality and efficiency of ordinary business activities throughout the Rasa Group. In addition, the Internal Auditing Office works with members of the Audit and Supervisory Committee and the accounting auditor in order to perform audits effectively and efficiently.

Information concerning the Accounting Auditor

Accounting auditor

Ohtemon Audit Corporation Accounting Office

Lead certified public accountants

The lead certified public accountants who performed the financial audit of Rasa are Hiroto Nakamura and Ken Kamegaya. Both accountants are employed by Ohtemon Audit Corporation Accounting Office.

Audit assistants

Seven certified public accountants and one individual who has passed the accountant certification examination assisted with the financial audit of Rasa.

Method and reason for selection of Ohtemon Audit Corporation

The selection of an accounting firm takes into consideration the suitability of a firm’s auditing framework, independence, specialized knowledge, quality assurance system and other items. If the Audit and Supervisory Committee determines that any of the items in Article 340, Paragraph 1 of the Companies Act apply to the auditing firm and would create significant problems regarding the financial audit of Rasa, the firm can be terminated with the unanimous consent of committee members. Furthermore, if the Audit and Supervisory Committee determines that a different accounting firm should be used because of a problem with the audits of the current firm or for some other reason, the committee can approve a proposal for termination or a statement of no confidence. Based on this decision, the Board of Directors will then submit the resolution at a shareholders meeting.

Evaluation of accounting auditor by the Audit and Supervisory Committee

The Audit and Supervisory Committee performed confirmations and checks concerning the independence and professional skills of the accounting auditor and the existence of an auditing framework for performing proper audits based on quality assurance standards. In addition, the committee received reports from this auditor about the performance of its duties and concluded that there are no problems with these activities.

Payments for Audits

Payments to auditing certified public accountants and others

Category Current consolidated fiscal year
Payments for audit certification tasks
(million yen)
Payments for non-auditing tasks
(million yen)
Rasa 22 -
Consolidated subsidiaries - -
Total 22 -
Category Previous consolidated fiscal year
Payments for audit certification tasks
(million yen)
Payments for non-auditing tasks
(million yen)
Rasa 22 -
Consolidated subsidiaries - -
Total 22 -

Other significant remuneration

Not applicable

Policy for Determination of Payments for Audits

There is no policy for payments. Rasa determines audit fees based on the number of days that audits are performed and on other items.

Reason for Audit and Supervisory Committee’s Agreement with the Audit Payment

The Audit and Supervisory Committee concluded that the payment for audit services is suitable after performing a study that included the activities performed by the accounting auditor, the basis for calculating the estimated fee and the activities listed in the audit plan. The agreement of the committee is based on Article 399, Paragraph 1 and Paragraph 3 of the Companies Act.

Remuneration of Directors and Corporate Auditors

Policy for determining directors’ remuneration and calculation method

Remuneration of directors who are not Audit and Supervisory Committee members has two components. One is monetary remuneration, which is the sum of basic (fixed) remuneration and remuneration linked to short-term results of operations. The other is stock compensation linked to results of operations, a form of remuneration that reflects medium to long-term changes in shareholder value. The annual limit for total monetary remuneration is 400 million yen in accordance with a resolution approved at the shareholders meeting held on June 28, 2017. In general, basic remuneration is about 80% of monetary remuneration and remuneration linked to short-term results of operations is about 20%.
Basic remuneration takes into consideration results of operations, social trends, the positions and duties of individual directors, past remuneration, the remuneration of directors at other companies and other factors. Remuneration linked to short-term results of operations reflects Rasa’s performance in a single fiscal year. Consolidated net income is used as the basis for calculating this remuneration and adjustments are made for contributions made to improving results of operations (including qualitative evaluations). The company president discusses the proposals for remuneration with the Audit and Supervisory Committee, where the majority of members are outside directors. After incorporating objective opinions in the determination of proposed remuneration as required and an examination of proposed remuneration by the Board of Directors, the final decisions are made by company president Shuichi Imura.
On March 15, 2019, Rasa established a Nomination and Remuneration Committee with outside directors the majority of the committee’s members. This committee first checked the remuneration paid to directors for the previous fiscal year. Next, committee members will discuss the initial proposal for directors’ remuneration and submit their conclusions to the Board of Directors. After discussions of the proposed remuneration by directors, final decisions are to be made by Mr. Imura.
Separately from monetary remuneration, Rasa has established stock compensation linked to results of operations (using a trust). Stock compensation is based on consolidated net income goals in the medium-term business plan and has the objective of contributing to medium to long-term growth of sales and earnings and of corporate value. In accordance with resolutions approved at shareholders meetings on June 28, 2016 and June 28, 2017, the limit for the purchase of Rasa stock for this stock compensation is 170 million yen during the first three years.
For the fiscal year that ended in March 2018, remuneration linked to short-term results of operations and stock compensation linked to results of operation use consolidated net income of 896 million yen as the goal. The actual net income was 1,514 million yen.
Directors who are members of the Audit and Supervisory Committee receive only basic remuneration consisting of fixed monetary remuneration. The annual limit for this remuneration is 100 million yen in accordance with a resolution approved at the shareholders meeting held on June 28, 2017. Remuneration for individual directors is determined by a discussion of the directors who are committee members by using objective and neutral viewpoints.

The calculation method of the stock compensation linked to results of operation is as follows.

Stock compensation linked to results of operations and method for calculating number of shares granted

Rasa has a stock compensation program that is linked to results of operations in accordance with resolutions approved at shareholders meetings on June 28, 2016 and June 28, 2017. Directors other than Audit and Supervisory Committee members and outside directors are eligible to receive this compensation. As the trust used for this stock compensation ended on July 31, 2019, a resolution to extend the trust for three years to the end of July 2022 was approved by the Board of Directors on June 26, 2019.

Summary of the stock compensation program

This program was started to provide compensation in the form of stock in manner that reflects results of operations. Stock is distributed from a stock compensation trust established and funded by Rasa in order to purchase Rasa stock. Based on stock distribution rules established by the Board of Directors, eligible directors receive points that reflect their executive positions and the achievement of performance targets (the level of achievement of consolidated net income goals in the medium-term plan). Directors receive Rasa stock from the trust based on the number of points received. As a rule, each director will receive this stock when his or her final term as a director ends.

Maximum number of shares granted and calculation method

Method for giving points to directors and upper limit
Based on stock distribution rules established by the Board of Directors, eligible directors receive points based on their executive positions and the level of achievement of goals for results of operations. The points are for the fiscal year that ended immediately prior to the designated time in each year during the trust period. The upper limit in a single fiscal year for the total number of points that can be given to all eligible directors is 94,000, which corresponds to 94,000 shares of Rasa stock.
The following formula is used to calculate the number of points that directors receive.

Number of points*1 = (Basic points for executive position*2) x (Point distribution ratio*3) x (Eligible period coefficient*4)

*1 Fractions of points are discarded.
*2 Basic points for executive position are distributed as follows.

Executive position Basic points
President 10,000
Vice president 9,000
Senior managing director 8,000
Managing director 7,000
Other full-time directors 5,000
Non-full-time directors 4,000

*3 The point distribution ratio is determined as follows based on the level of achievement of goals for results of operations.

Achievement of goals Distribution ratio
150% or more 1.5
120% to under 150% 1.2
110% to under 120% 1.1
100% to under 110% 1.0
90% to under 100% 0.9
80% to under 90% 0.7
70% to under 80% 0.5
Under 70% 0.0

The achievement of goals is actual results of operations as a percentage of the medium-term plan goals in the following table for each applicable fiscal year.

Medium-term plan goals
(Consolidated net income)
FY2019 FY2020 FY2021
1,460 million yen 1,610 million yen 1,730 million yen

*4 The eligible period coefficient is calculated as follows for each director.

Eligible period coefficient = Number of months of period subject to the evaluation (fractions of months discarded) / 12

*The number of months of the period subject to the evaluation is for the fiscal year (April 1 to March 31 of the following year) that ended immediately prior to the day that points are distributed every year.

  • Number of shares of stock distributed based on points received by directors

The number of shares of Rasa stock distributed to directors is calculated by multiplying the number of points received by one.

Total remuneration for each category and composition of remuneration and number of directors and corporate auditors

Categories Total remuneration (million yen) Composition of remuneration (million yen) Number of directors/ corporate auditors
Basic remuneration
(fixed remuneration)
Remuneration linked to short-term results of operations Stock remuneration linked to results of operations
Directors (excluding Audit and Supervisory Committee members and outside directors) 156 89 25 40 8
Audit and Supervisory Committee members (excluding outside directors) 15 15 - - 1
Outside directors and corporate auditors 8 8 - - 2

Notes:

  • On June 28, 2017, Nissan Shatai changed from a company with a Board of Corporate Auditors to a company with an Audit and Supervisory Committee.
  • Directors who are eligible to receive these points include two individuals who were directors up to the end of the shareholders meeting held on June 27, 2018 and one director who resigned on October 31, 2018.

Total consolidated remuneration for individual directors and corporate auditors of Rasa

Omitted because no individual director or corporate auditor received total consolidated remuneration of 100 million yen or more.

Equity Investments

Standard and approach for categorization of stock holdings

Rasa divides its holdings of stocks into two categories. Stocks that are owned for the purpose of earning profits through capital gains or dividends are classified as stocks held as pure investments. Stocks that are owned for other purposes, such as preserving and strengthening business relationships or facilitating the stable procurement of funds, are classified as stocks held for a purpose other than a pure investment.

Stock holdings that are not pure investments

  • The benefits of owning listed stocks held for a purpose other than a pure investment are examined by the Board of Directors from a comprehensive standpoint. For each stock owned, the directors use a medium to long-term perspective to determine if ownership contributes to preserving and strengthening business relationships and the directors also consider the cost of capital. The Board of Directors performed this examination for stock holdings that are not pure investments as of the end of March 2019. The directors concluded that some holdings should be sold because of a declining in the benefits of ownership. As a result, Rasa sold its stock holdings in three companies in May and June.
  • Number of stock issues owned and balance sheet values
  Issues (companies) Total balance sheet value (million yen)
Unlisted stocks 4 185
All other stocks 23 832

(Increase in stock holdings during fiscal year ended March 31, 2019)

  Issues (companies) Total cost of additional investments (million yen) Reason for additional investments
Unlisted stocks - - -
All other stocks 2 1 Periodic purchases by a holding company

(Decrease in stock holdings during fiscal year ended March 31, 2019)

Not applicable

  • Number of shares, balance sheet valuations and other information concerning specified investment equity securities owned or deemed to be owned

Specified investment equity securities

Company FY2019 FY2018 Ownership purpose and quantitative benefit *1
and reason for additional investment
Ownership of Rasa stock
Number of shares
Balance sheet valuation (million yen)
Kunimine Industries Co., Ltd. 325,000 325,000 Preservation and reinforcement of stable transactions and cooperation Yes
262 361
Yashima Denki Co., Ltd. 100,000 100,000 Ditto Yes
83 85
Sanki Engineering Co., Ltd. 61,000 61,000 Ditto Yes
74 71
Takara Printing Co., Ltd. 42,100 42,100 Ditto Yes
69 78
Rasa Corporation 35,573 34,869 Preservation and reinforcement of stable transactions and cooperation
Due to periodic purchases by the holding company
None
61 76
Sumitomo Mitsui Trust Holdings, Inc. 12,000 12,000 Contributes to the stability of fund procurement activities None*2
49 52
Kubota Corporation 24,000 24,000 Preservation and reinforcement of stable transactions and cooperation None
37 44
Sun-wa Technos Corporation 39,480 39,480 Ditto Yes
36 79
Sumitomo Mitsui Financial Group, Inc. 6,000 6,000 Contributes to the stability of fund procurement activities None*3
23 27
Mizuho Financial Group, Inc. 120,000 120,000 Ditto None
20 23
Meiko Trans Co., Ltd. 15,000 15,000 Preservation and reinforcement of stable transactions and cooperation Yes
16 18
Ishihara Sangyo Kaisha Ltd. 14,100 14,100 Ditto None
16 19
Central Glass Co., Ltd. 5,600 5,600 Ditto None
14 13
Shinsho Corporation 4,800 4,800 Ditto None
12 17
Mitsubishi Steel Mfg. Co., Ltd. 7,100 7,100 Ditto None
11 17
Sakai Chemical Industry Co., Ltd. 4,172 4,169 Preservation and reinforcement of stable transactions and cooperation
Purchases by the holding company due to reinvestment of dividends
None
10 12
Pacific Metals Co., Ltd. 3,000 3,000 Preservation and reinforcement of stable transactions and cooperation Yes
8 9
IHI Corporation 2,400 2,400 Ditto None
6 8
Kawasaki Heavy Industries, Ltd. 1,700 1,700 Ditto None
4 5
Mitsubishi UFJ Financial Group, Inc. 8,000 8,000 Contributes to the stability of fund procurement activities None*4
4 5
Resona Holdings, Inc. 6,000 6,000 Ditto None
2 3
Tokyo TY Financial Group Inc. 1,480 1,480 Ditto None
2 3
Hokuhoku Financial Group, Inc. 1,500 1,500 Ditto None*5
1 2

Notes:

  • Rasa believes that it is not possible to present quantitative benefits of owning investment equity securities held for a purpose other than a pure investment for individual holdings. The reason is that decisions to hold or sell these stocks are based on a comprehensive examination by the Board of Directors. Each holding is examined from the standpoint of preserving and strengthening the efficiency of transactions and soundness of cooperation from a medium to long-term perspective and the cost of capital is reflected.
  • Sumitomo Mitsui Trust Holdings, Inc. does not own Rasa stock, but its subsidiary Sumitomo Mitsui Trust Bank, Ltd. owns Rasa stock.
  • Sumitomo Mitsui Financial Group, Inc. does not own Rasa stock, but its subsidiary Sumitomo Mitsui Banking Corporation owns Rasa stock.
  • Mitsubishi UFJ Financial Group, Inc. does not own Rasa stock, but its subsidiary MUFG Bank, Ltd. owns Rasa stock.
  • Hokohoku Financial Group, Inc. does not own Rasa stock, but its subsidiary The Hokuriku Bank, Ltd. owns Rasa stock.

Stocks deemed to be owned

Not applicable

Holdings of stock as pure investments

Not applicable

Reclassification of stock held as a pure investment to stock held for a purpose other than a pure investment during the fiscal year ended March 31, 2019

Not applicable

Reclassification of stock held for a purpose other than a pure investment to a stock held as a pure investment during the fiscal year ended March 31, 2019

Not applicable

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