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Notice Concerning Establishment of Nomination and Compensation Committee

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June 28, 2019

Notice Concerning Establishment of Nomination and Compensation Committee

Dentsu Inc. (Tokyo: 4324; ISIN: JP3551520004; Representative Director and CEO: Toshihiro Yamamoto; Head Office: Tokyo; Capital: 74,609.81 million yen) today convened a meeting of its Board of Directors at which it resolved to establish the "Nomination and Compensation Committee" (hereinafter referred to as the "Committee") as the Board of Directors' advisory organization; therefore, notice is hereby given as follows:

1.    Purpose

Previously, the Company made decisions concerning the nomination / appointment / dismissal of directors and executive officers (hereinafter referred to as the "Applicable Officers") and concerning the compensation of each individual director (who is not a member of the Audit and Supervisory Committee) and executive officer through resolutions adopted by the Board of Directors, after providing explanations to the Independent Outside Directors and taking their opinions into consideration. It now establishes the Committee, as the Board of Directors' optional advisory committee, for the purpose of reinforcing the Board of Directors' functional independence / objectivity and its accountability concerning decisions relating to the nomination, compensation, etc., of the Applicable Officers, and further enhancing the corporate governance systems.

2.    Role

In response to inquiries received from the Board of Directors, the Committee will conduct deliberations concerning matters relating to nominations, compensation, etc., and submit responses to the Board of Directors.

3.    Structure

The Committee shall be composed of three (3) or more members who are Directors or outside experts and who are appointed pursuant to resolutions adopted by the Board of Directors. A majority of the Committee's members shall be Independent Outside Directors, and the Committee's Chairman shall be appointed from among the Committee's members who are Independent Outside Directors pursuant to a resolution adopted by the Board of Directors.

4.    Date of Establishment

July 1, 2019 (Monday).

5.    Committee Members for the Current Fiscal Year

The Committee's members during the current fiscal year will be as follows:



Shusaku Kannan
Executive Communications Director
Corporate Communications Division
Telephone: +81 (3) 6216-8042



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