Corporate Governance Structure

Nominating Committee

In order to enable the TEPCO Group to continue to implement innovative business reforms and fulfill its responsibilities to Fukushima while also improving corporate value, the Nominating Committee selects Board member candidates and executives with the character, knowledge, and skills suitable for leading corporate reforms and balancing responsibility with competitiveness. And, as head of the executive branch, the President is expected to lead the company with bold management decisions.

At the first FY2022 meeting of the Nominating Committee, it was decided that Kobayashi, Shinkawa and Yoshino be presented to the general shareholders’ meeting as board member candidates, and approval was received at the general shareholders’ meeting.

Primary Topics Discussed (FY2021)

• Executive personnel changes

Audit Committee

The Audit Committee is comprised of outside members with knowledge of accounting, law, and corporate management, and internal numbers intimately familiar with corporate operations. The Committee examines the legality and suitability of the actions of Board members and executives based upon auditing plans while mutually coordinating with internal auditing departments, accounting auditors, and TEPCO Group auditors.

By participating in important meetings of the Board of Directors and executive committee, etc., receiving reports from, and regularly meeting with, Board members and executives, and examining the performance and financial status of Headquarters and other major offices, the Audit Committee examines the status of initiatives aimed at improving profitability and corporate value.

Primary Topics Discussed (FY2021)

• Meetings with executive directors
• Report to the Board of Directors on
• Recommendations pertaining to physical protection, and the status of physical protection

Compensation Committee

The Compensation Committee is comprised of four outside directors. The basic policy for deciding on remuneration focuses on three issues. 1. Hiring talented human resources that can lead corporate reforms and balance “responsibility with competitiveness” so that our responsibilities for the Fukushima Daiichi Nuclear Power Station can be fulfilled while also safely providing a stable supply of power amidst tough competition; 2. Clarifying responsibilities and achievements; and 3. Increasing incentives to improve performance and stock value. The duties of Board members and executives differ, so remuneration systems also differ. Board members receive only a base salary, while executives (including executives that also serve as board members) receive a base salary in addition to performance-based remuneration.

Primary Topics Discussed (FY2021)

• Performance-related remuneration for each executive for FY2021
• Executive remuneration design for FY2022