Asahi Glass | Corporate Governance

As its basic policy on corporate governance, AGC Group clearly separates the functions of "oversight" and "execution" of management, aiming to reinforce the management oversight function while ensuring quick decision-making in management execution. Under this basic policy, we have implemented various measures to improve our corporate governance system, including the appointment of Outside Directors, the adoption of an Executive Officer system, and the establishment of a non-statutory Nominating Committee and a Compensation Committee.
In March 2007, as part of our efforts in corporate governance, we revised the directors' compensation system by taking into consideration the discussion at the Compensation Committee and the Board of Directors. We abolished the retirement benefit program for directors and introduced stock compensation-type stock options, to share with shareholders the benefits and risks related to stock price fluctuations. In addition, in March 2008, we have established the positions of "Chairman & CEO" and "President & COO" to further strengthen the function of business strategies for the AGC Group, as well as to increase the efficiency and speed of the business execution in an assertive manner. In this way, we will continue to strengthen our corporate governance.

[Bord of Directors]

	Name	Double as Executive Officer	Independent Director	Nominating Committee	Compensation Committee
Representative Director / Chairman of the Board	Masahiro Kadomatsu	Chairman & CEO	－	Yes/Chairman	Yes/Chairman
Representative Director	Kazuhiko Ishimura	President & COO	－	Yes	Yes
Representative Director	Takashi Matsuzawa	Senior Executive Vice President / CFO	－	－	－
Director	Katsuhisa Kato	Senior Executive Officer / CTO	－	－	－
Director	Kunihiro Matsuo	－	Yes	Yes	Yes
Director	Hajime Sawabe	－	Yes	Yes	Yes
Director	Toru Nagashima	－	Yes	Yes	Yes

[Corporate Auditors]

	Name	Independent Auditor	Chairman of The Board
(Full-time)	Takashi Terashima	－	Yes
(Full-time)	Izumi Tamai	Yes
	Kozo Tsukagoshi	Yes
	Koji Ogaki	Yes

1.	Directors and Board of Directors
	(1)	Structure of Board of Directors
		-	The Company cannot have more than 15 Directors, with the Board of Directors currently consisting of 7 Directors including 3 Outside Directors.
		-	The current Chairman of the Board of Directors is the Chairman & CEO.
		-	To ensure the independence of Outside Directors, the Company elects Outside Directors while using as the criteria for such election the provisions concerning Outside Directors of the Corporate Law and in-house regulations. Although there are business relations between the Company and companies to which Outside Directors belong, prices and other transaction terms are determined in the same way as for arm's length general transactions.
	(2)	Election of Directors
		-	Directors are elected at a General Meeting of Shareholders. To elect Directors, the presence of shareholders owning not less than one-third of the votes of all the shareholders of the Company who are able to exercise voting rights is required, and no cumulative voting is used for that purpose.
	(3)	Term of office of Directors
		-	The term of office of Directors is one year.
	(4)	Holding of Board of Directors meetings
		-	In the consolidated fiscal 2008, the Company held 14 meetings of the Board of Directors.
		-	In the consolidated fiscal 2008, average rate of Directors' attendance at the 15 Board of Directors meetings was over 90 percent.
	(5)	Compensation
		-	The total monthly amount of compensation for Directors is disclosed in the Business Report.
		-	Compensation for inside Directors is paid in the forms of monthly compensation, bonuses, and stock-based compensation stock options. For Outside Directors, only monthly compensation is paid.
		-	The Company does not adopt a retirement benefit system for Directors.
		-	The Company does not provide loans to Directors when they are exercising their stock options.
2.	Nominating Committee
	(1)	Structure
		-	The Nominating Committee consists of up to five Directors, with at least half being Outside Directors. At the moment, the committee is composed of five Directors, including three Outside Directors.
	(2)	Frequency of Nominating Committee meetings
		-	The Nominating Committee held six meetings in the consolidated fiscal 2008.
3.	Compensation Committee
	(1)	Structure
		-	The Compensation Committee consists of up to five Directors, with at least half being Outside Directors. Currently, the committee is composed of five Directors, including three Outside Directors.
	(2)	Holding of Compensation Committee meetings
		-	The Compensation Committee met four times in the consolidated fiscal 2008.
4.	Corporate Auditors and Board of Corporate Auditors
	(1)	Structure of Board of Corporate Auditors
		-	The Company cannot have more than five Corporate Auditors, with the Board of Corporate Auditors currently consisting of four Corporate Auditors, including three Outside Corporate Auditors.
	(2)	Election of Corporate Auditors
		-	Corporate Auditors are elected at a General Meeting of Shareholders. To elect Corporate Auditors, the presence of shareholders owning not less than one-third of the votes of all the shareholders of the Company who are able to exercise voting rights is required.
		-	The Board of Corporate Auditors elects full-time Corporate Auditors by its resolution. Currently, the Company has two full-time Corporate Auditors.
	(3)	Term of office of Corporate Auditors
		-	The term of office of Corporate Auditors is four years.
	(4)	Establishment of Board of Corporate Auditors Secretariat
		-	The Board of Corporate Auditors Secretariat has been established to assist Corporate Auditors in their duties.
	(5)	Independence of staff of the Board of Corporate Auditors Secretariat from Directors
		-	Any transfer or evaluation of staff of the Board of Corporate Auditors Secretariat requires the approval of the Board of Corporate Auditors.
	(6)	Holding of Board of Corporate Auditors meetings
		-	The Board of Corporate Auditors held 15 meetings in the consolidated fiscal 2008.
	(7)	Compensation
		-	Compensation for Corporate Auditors is paid only on a monthly basis, and its total monthly amount is disclosed in the Business Report.
	(8)	Others
		-	The Company has no personal, capital or business relationships or other conflicts of interest with Outside Corporate Auditors.
5.	Independent Accountants
	(1)	Election of independent accountants
		-	Independent accountants are elected at a General Meeting of Shareholders.
		-	The Company's current independent accountant is KPMG AZSA & Co.
	(2)	Compensation for audit service
		-	In the fiscal 2008, the Company and its domestic consolidated subsidiaries paid 166 million yen to the independent accountant KPMG AZSA & Co. as compensation for the service stipulated in Article 2, Paragraph 1 of the Certified Public Accountants Law (Law No. 103, 1948). In addition, the Company paid 21 million yen to an independent accountant for advisory services concerning internal control related to financial reports and advisory services concerning the adoption of Internal Accounting Standards.


		An overview of Corporate Governance at AGC Group (176KB)
		Articles of Incorporation (81KB)

Corporate Governance

[The AGC Group's Corporate Governance Structure(Outline)]

[Bord of Directors]

[Corporate Auditors]

Mechanism for Decision Making, Monitoring, Supervision and Audits