Directors

Profile, Reason for Designation, and Activity of Board of Directors

Board of Directors

Outside Directors

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  We have appointed the two outside auditors as independent officers, because they meet the requirements of the independent officer the Tokyo Stock Exchange established and "Independence Standards for Outside Officers" ROHM established, and there is no risk of conflicts of interest with general shareholders.

Outside Auditors

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  We have appointed all outside auditors as independent officers, because they meet the requirements of the independent officer the Tokyo Stock Exchange established and "Independence Standards for Outside Officers" ROHM established, and there is no risk of conflicts of interest with general shareholders.

Supporting System for Outside Directors and/or Company Auditors

Outside officers hold their meetings on a regular basis to exchange information, views and ideas on business operations or corporate governance.
Outside directors and company auditors may, at any time when they deem it necessary or appropriate, request directors and employees to provide explanations or reports or to submit internal documents, and may also, if they deem it necessary, consult with external specialists at the expense of the Company. ROHM Group has established and published the "Independence Standards for Outside Officers".

• Independence Standards for Outside Officers

Balance, diversity and scale for the Board of Directors, and policies and procedures for election of the Directors

There are no committee equivalents to nomination committee, but the following procedures about nomination of directors and auditors are established.

• We take into consideration the diversity of the members of the Board of Directors and the Board of Company Auditors in establishing selection criteria for directors and company auditors.
• A majority of new director candidates are nominated by the Board of Directors after discussion involving independent directors, in accordance with the preceding Paragraph.
• A majority of new company auditor candidates are nominated by the Board of Directors after discussion involving independent directors and with the consent of the Board of Company Auditors, in accordance with the first Paragraph.

Assessment and Evaluation for Effectiveness of the Board of Directors

Assessment procedure:

At ROHM, each Director and Corporate Auditor is given a questionnaire evaluating the effectiveness of the Board of Directors, and the Board of Directors holds discussions based on these questionnaires' results to analyze and assess the effectiveness of the Board.

Overview of results and future actions:

The Board of Directors as a whole is evaluated as being largely effective, with the adequate dates and held frequency, in that it sets aside sufficient time for deliberations, makes an adequate decision through the decision of the important management of business, exchanges information and opinions with outside directors and auditors, and takes steps to ensure the appropriate information can be obtained. However, the consensus is that there is room for improvement in terms of the timing to distribute the handout and the manner in which deliberations are carried out.
The Board of Directors will take steps to heighten its effectiveness based on the results of this evaluation. The Board of Directors will take steps to heighten its effectiveness based on the results of this evaluation.

Training policy for Directors and Auditors

Based on the Basic Policy for Education and Training, directors and company auditors must always and proactively collect information on and endeavor to familiarize themselves with the Company's financial condition, legal compliance, corporate governance, and any other issues, in order to perform their respective roles.

Remuneration

Regarding executive compensation, limits on total remuneration for all Directors and Auditors are established at the General Shareholders Meeting.
Remuneration for each director is determined by the Board of Directors on the basis of the report of the Directors Compensation Committee, and the amount of remuneration for each auditor is determined through deliberations by the Auditors Compensation Committee.
Remuneration for Directors consists of performance-based remuneration that changes according to performance attainment level, which uses the ROHM Group's consolidated ordinary income as an index, and fixed remuneration, which is a fixed amount intended to identify management responsibilities. However, the amount of remuneration for outside directors is fixed, in light of the importance of their adopting an independent stance toward supervisory functions.
Regarding remuneration for Auditors, given the nature of audit business, each Auditor receives only fixed remuneration, with no performance-based compensation.
In addition, our company does not provide stock options to Directors, and has abolished the executive retirement benefits system.

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  The amount of remuneration paid to Directors does not include the amount of employee salaries paid to employee Directors.
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  The 48th general shareholders' meeting on June 29, 2006 resolved that the maximum amount of annual remuneration for Directors should be within ¥600 million.