The Tokyo Electric Power Company, Incorporated (TEPCO) decided to review
the term of office and the remuneration system for directors, in order to
clarify the responsibilities of directors over management and to ensure
objectivity and transparency of remuneration. In conjunction with such
reform, the term of office and the remuneration system of executive
officers are also to be reviewed.
TEPCO has implemented several measures to reform corporate management
system to enhance corporate governance, including the reform of the Board
of Directors exemplified by the reduction in the number of directors,
introduction of the system of executive officers, as well as strengthening
of audit function. The Company intends to further strengthen corporate
governance through the proposed reform, thereby achieving the sustainable
growth and development of the Company and enhancing corporate value in
the long run.
An outline of the proposed reform is provided below.
1. Shortening of the term of office of directors and executive officers
1) Shortening of the term of office of directors
In order to clarify the responsibilities of directors over corporate
management, the Company proposes at the General Meeting of Shareholders
to be convened in June this year, the amendment to the Articles of
Incorporation, to shorten the term of office of directors from two
years to one year.
2) Shortening of the term of office of executive officers
In conjunction with the shortening of the term of office of directors,
the term of office of executive officers is also to be shortened from
two years to one year.
2. Reform of remuneration system
1) Introduction of performance-linked remuneration system
A performance-linked remuneration system is to be introduced to reflect
the annual business performance in remuneration (effective in FY2008).
2) Formulation of share purchase guideline
A share purchase guideline will be formulated, based on which executives
are to purchase Company´s own shares over a certain amount every month
through the executive shareholding association and hold the shares while
in office, in order to promote the management to take into account
corporate value in the long run and reflect the perspectives of
shareholders (effective in July this year).
3) Establishment of Remuneration Committee
Remuneration Committee composed mainly of outside persons has been
established for the purpose of ensuring objectivity and transparency
of remuneration. The performance-linked remuneration system and the
share purchase guideline will be launched in consideration of the
deliberations at the committee.
[Reference]
Members of Remuneration Committee
Hideki Nakagome (Attorney)
Kunio Ito (Professor of Hitotsubashi University)
Tomijiro Morita (Outside director, Chairman of the Board of Directors
of The Dai-ichi Mutual Life Insurance Company)
Yasushi Aoyama (Outside director, Professor of Meiji University
Graduate School)
Shigemi Tamura (Chairman of the Board of Directors)
Date of establishment
April 27, 2007
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