Independence Criteria: Requirements for Independent Outside Directors

Requirements for Independent Outside Directors are as follows

1. Recognition of independency if not applicable to the followings

(1) Our company or current affiliate company employee or former employee

  1. ①Our company or current affiliate company business executing staff or former business executing staff for within 10 years prior to appointing (Note 1)
  2. ②Our company or current affiliate company's former non-business executing director within 10 years prior to appointing (director not applicable as business executing director. The same hereinafter), or former auditor who was our company or affiliate company's business executing staff within 10 years prior to appointing of non-business executing director or an auditor.

(2) Party involved as major shareholder

  1. ①Current major shareholder (shareholder with more than 10% of voting rights ratio) or if the major shareholder is corporate organization, director or the member of staff of the major shareholding corporate organization or its parent company, or key affiliate company, or was in those position in the last 5 years (Note 2)
  2. ②Director or the member of the staff of the corporation which our company is their company's major shareholder

(3) Key customers

Key customers of our company or our affiliate company (customer whom paying or receiving payment more than 2% of annual consolidate sales in immediate fiscal year or within previous 3 fiscal years) or its parent company or key affiliate company, or the business execution staff of the key customer company

(4) Exchange officers・Mutually appointed directors

Company which taking in director (regardless to full-time or part time) on loan from our company or our affiliate company, or its parent company or its affiliate company's director or member of staff

(5) Whom receiving large contribution

Business execution staff of the organization which receiving the certain amount of contribution or subsidy (whichever the larger amount of either annually averaging 10 mil yen in the last 3 fiscal years, or 30% of this organizations annual total cost) from our company or from our affiliate company

(6) Essential lender

Financial institute which is essential for financing of the company, and the financial institute which depended on but not as no other substitute to depend on, or other major creditor or its parent company, or the director or staff of key affiliate company, or whom applicable to above mentioned description within the last 3 years (Note : 3)

(7) Advisor whom receiving large payment other than directors' remunerations

  1. ①Certified public accountant (or certified tax accountant) who is accounting auditor of Optimus Group Co., Ltd or its affiliate company, or Auditing Boards (or tax accountant corporation) affiliate, or affiliated person whom applicable to any of above in the last 3 years, who was in charge of auditing (excluding supporting role) at Optimus Group Co., Ltd or its affiliate company (including already resigned person). (Note 4)
  2. ②Attorney whom is not applicable to ① above, or certified public accountant or certified tax accountant who is receiving more than 10 mil yen or property benefits annually rather than directors' remuneration in the last 3 years from Optimus Group Co., Ltd or its affiliate
  3. ③Legal office, Auditing firm, Tax Accountant corporation, consulting firm, or other specialized advisory firm which is not applicable to above ①or ②, and affiliated person from a firm with the key business contact with Optimus Group Co., Ltd. or its affiliate (firm which received more than 2% of its Consolidate gross sales in the last 3 fiscal year average).

(8) Close relative・cohabiting kin

Spouse or kin within the second degree of kinship, or cohabiting kin who is applicable to 「1」

2.Those whom applicable to the previous paragraph, to be appointed as an independent director of Optimus Group Co., Ltd., with the said person's personality and insights considered, with external explanation of reason to entrust the said person's ability to act in the manner of protecting the profit of general stockholders in the event of decision making for our business operation when assigning an outside director.

3.Currently in the position of an independent director to be able to re-appointed again in the same role, his/her total term in the office shall not be more than 8 years with our company.

The end

  1. Note 1 "business executing staff" : managing director, chairman (whom conduct business execution), operating officer, manager and other employee
  2. Note2 "director or the member of staff" : director, auditor, accounting advisor, officer, chairman, operating officer, or manager and other employee
  3. Note 3 "Essential lender" : Financial institution group which Optimus Group Co., Ltd or its affiliate is borrowing financing from (direct borrower is belonging to consolidated group), and its outstanding debts is more than 2% of Optimus Group Co., Ltd consolidated total assets at the end of our company's fiscal year.
  4. Note 4 "affiliated person" : employee, partner, associates, or member of staff