Corporate Governance
Companies listed on the New York Stock Exchange (NYSE) must comply with certain standards regarding corporate
governance under Section 303A of the NYSE Listed Company Manual. However, listed companies that are foreign
private issuers, such as Kyocera Corporation, are permitted to follow home country practice in lieu of certain provisions
of Section 303A.
The following table shows the significant differences between the corporate governance practices followed by U.S. listed
companies under Section 303A of the NYSE Listed Company Manual and those followed by Kyocera Corporation.
Corporate
Governance Practices
Followed by NYSE-listed U.S. Companies
Corporate Governance Practices Followed by Kyocera Corporation
1. An NYSE-listed U.S. company
must have
a majority of directors
meeting the
independence
requirements under Section
303A
of the NYSE Listed Company
Manual.
For large Japanese companies, including Kyocera Corporation, which employ
a corporate governance system based on a board of corporate auditors (the
“board of corporate auditors system”), the Corporation Act of Japan (the
Corporation Act) has no independence requirement with respect to directors.
The task of overseeing management and independent auditors is assigned to
the corporate auditors, who are separate from Kyocera Corporation's
management. All corporate auditors must meet certain independence
requirements under the Corporation Act.
For large Japanese companies with a board of corporate auditors, including
Kyocera Corporation, at least half of the members of such board must be
“outside” corporate auditors. Such “outside” corporate auditors must meet
additional independence requirements under the Corporation Act. An
“outside” corporate auditor means a corporate auditor who has not served as a
director, manager or other employee of Kyocera Corporation or any of its
subsidiaries previously.
As of June 27, 2012, Kyocera Corporation had six corporate auditors, of
whom three were “outside” corporate auditors.
In addition to the independence requirements under the Corporation Act
described above, the rules of the Japanese stock exchanges require that, with
effect from the day following the date of the annual shareholders meeting for
the fiscal year ended on March 31, 2010, at least one of Kyocera
Corporation's outside directors or outside corporate auditors must meet certain
additional independence criteria.
