Policies and Procedures for the Selection and Dismissal of Director Candidates

Candidates for NHK Spring's Board of Directors are selected and nominated based on a comprehensive judgment of their high level of insight into NHK Spring's business, their ability to cooperate with other Corporate Officers to solve problems based on NHK Spring's Corporate Philosophy, and their high level of awareness of compliance with laws and corporate ethics. In addition, the basic policy is to consider the balance of the entire Board of Directors (including the number of External Directors) as well as the experience, authority and expertise of each individual, in order to create the optimal structure that can accurately respond to the management issues of the NHK Spring Group business.

NHK Spring considers the selection of the President and other senior executives to be one of the most important roles and functions of the Board of Directors. NHK Spring is working to develop management talent by strategically placing members of the Board and Corporate Officers who are candidates for succession to positions such as President and other management positions, so that the most suitable people can be appointed to these positions in a timely and appropriate manner, thereby enabling the Group as a whole to achieve sustainable growth and long-term improvements in corporate value.

With regard to the nomination and selection of candidate members of the Board, after the selection of candidates by the representative members of the Board, the Nomination and Compensation Committee (two-thirds of the members of which are External Directors), which is an advisory body to the Board of Directors, thoroughly examines whether the content is in line with the above policy, and reports its findings to the Board of Directors. The Board of Directors makes a decision based on the results of the said report.

NHK Spring will dismiss the President and other senior executives if it is objectively determined that dismissal is appropriate due to serious violations of laws or the Articles of Incorporation, etc., after deliberation by the Board of Directors.