Corporate Governance Practices
Followed by NYSE-listed U.S. Companies
Corporate Governance Practices Followed by Kyocera Corporation
4. An NYSE-listed U.S. company
must have
a compensation
committee composed
entirely of
independent directors.
The total amount of compensation for Kyocera Corporation directors and the
total amount of compensation for Kyocera Corporation corporate auditors are
proposed to, and voted upon by, a general meeting of shareholders. Once the
proposal for each of such total amount of compensation is approved at the
general meeting of shareholders, each of the board of directors and board of
corporate auditors allocates the respective total amount among its respective
members.
5. An NYSE-listed U.S. company
must generally obtain shareholder
approval with
respect to any
equity compensation plan.
Japanese companies, including Kyocera Corporation, often issue “stock
acquisition rights” (granting the holder thereof the right to acquire from the
issuer shares of its common stock at a prescribed price) for the purpose of
granting stock options to their officers, etc. Typically, when stock acquisition
rights are used for such purpose, they are issued under terms and conditions
which are especially favorable to the recipients thereof, and because of that,
such issuance is subject to approval at a general meeting of shareholders
under the Corporation Act. Kyocera Corporation obtains approval at a general
meeting of shareholders with respect to its issuance of stock acquisition rights
for stock option purposes.
