Corporate governance

Corporate governance

1.Basic View

Based on the Corporate Commitment, to build a good relationship with shareholders, business partners, financial institutions, and local communities (our stakeholders), which have various interests in the Company and its affiliates (collectively, the “Group”), and to continue to be a trustworthy company, the Group will further enhance corporate governance as a mechanism for achieving sound and efficient management and increasing the transparency of management.

2.Corporate Commitment

1. Recognition of Corporate Social Responsibility

Each corporate member recognizes Corporate Social Responsibility, complies with all laws and regulations, discloses information, and honestly conducts oneself to gain social entrustment.

2. Care for Global Environment

We shall propose eco-friendly products, and strive for environmental conservation through corporate activities.

3. Thorough Customer Orientation

We shall always correspond with a customer oriented and modest mind, offering products and services to promote customer satisfaction.

4. Challenge to Technology Innovation

We shall take a leadership role in the industry by identifying global trends, striving for technology innovation, and offering effective products in a timely fashion.

5. Corporate Culture with Faith in Human Resource

We shall build corporate culture with faith in human potential and satisfaction upon achievement of each member, courageously challenge innovation in operation, and capability to demonstrate maximum strength of organization.

3.Corporate governance organization

To ensure transparency, soundness, and efficiency of management, we have established the following bodies within the framework of a company with a board of company auditors to establish a system with the aim of enforcement of oversight, audit, and decision-making functions, and swift execution of operations.

4.Corporate Governance Report

Corporate Governance Report (521 KB)(389KB)

5.Matters Regarding Directors

2.Remuneration system

The Nomination & Remuneration Advisory Committee, an advisory body to the Board of Directors, deliberates on the remuneration system for officers and establishes the following basic policies.
- Design the system to motivate officers to contribute to the enhancement of corporate value
- Ensure the appropriateness of the method for determining remuneration and of the distribution of remuneration
- Design the system to allow officers to share interests with shareholders through stock ownership
Remuneration for Directors is determined following consultation with the Nomination & Remuneration Advisory Committee, by the Representative Director who is authorized by the Board of Directors, within the range approved by the General Meeting of Shareholders (Note 1) and in accordance with standards established by the Company. The remuneration for Directors consists of fixed remuneration, performance-linked remuneration, and restricted stock remuneration, while Outside Directors are paid only fixed remuneration, in light of their role of supervising management from an independent perspective.
Fixed remuneration is set at a fixed amount for each position, taking into account the level of responsibility and contribution to management.
Performance-linked remuneration is based on consolidated sales, consolidated operating income, ROE, and development investment for the previous fiscal year, which are linked to the Medium-Term Management Plan, as key performance indicators, and the distribution of performance-linked remuneration is set in a manner such that the higher the position is, the greater the distribution becomes, thereby requiring higher outcomes and responsibility for business performance.
For fiscal 2019, achievement by evaluation indicators ranged from 25% to 80%, and the ratio of performance-linked remuneration to overall monetary remuneration (total amount of fixed remuneration and performance-linked remuneration) ranged from 25% to 45%.
Transfer-restricted stock remuneration has been granted since fiscal 2018 within the range approved by the General Meeting of Shareholders (Note 2), with the aim of further increasing awareness of officers’ contributions to the sustainable enhancement of corporate value and shareholder value over the medium to long term. In fiscal 2019, 11,500 shares were granted to five (5) Directors, with the restriction on transfer to be lifted upon retirement.
The amount of remuneration for Audit & Supervisory Board Members is determined by the Audit & Supervisory Board within the range approved by the General Meeting of Shareholders (Note 1). To ensure their independence from management, they are only paid fixed remuneration.
The retirement benefit system for Directors and Audit & Supervisory Board Members was abolished on June 28, 2007.

(Notes) 1.According to a resolution passed on June 28, 2007 at the 87th Annual General Meeting of Shareholders, the maximum amount of remuneration is set as follows:
Directors: Up to 600 million yen per year
Audit & Supervisory Board Members: Up to 80 million yen per year

2.According to a resolution passed on June 22, 2018 at the 98th Annual General Meeting of Shareholders, the maximum amount separate from the existing monetary remuneration framework is set as follows:
Directors: Monetary compensation receivables of up to 120 million yen per year

Click here for Total remuneration of each type of officer (“Securities Report” p53)

3.The policies and procedures for nomination

* Please refer to the Corporate Governance Report [Principle 3-1. Enhancing information disclosure]
The policies and procedures for nominating candidates for Directors and Audit & Supervisory Board Members are set forth in internal regulations, and the selection criteria are based on factors such as excellent character and insight, and extensive knowledge and experience in corporate management. Directors and Audit & Supervisory Board Members are subjected to dismissal if they are not deemed to be contributing to the improvement of corporate value, or if there is misconduct in the execution of duties from the perspective of corporate governance or a material violation of laws and regulations. Such decisions are made by the Board of Directors after consultation with the Nomination & Remuneration Advisory Committee.
Candidates for Audit & Supervisory Board Members are determined with the consent of the Audit & Supervisory Board in advance.

4.Criteria for Judging Independence

The Company deems an outside officer or a candidate for outside officer to be independent from the Company if the officer or the candidate are judged to have no risk of generating conflicts of interest with ordinary shareholders of the Company. “No risk of generating conflicts of interest with ordinary shareholders of the Company” refers to the case where an outside officer or a candidate for outside officer is deemed not to fall under any of the following items.

(1) A person for which the Company and/or its affiliate is a major business partner
(2) A major shareholder (Note 1) of the Company or a person executing the operations (“Executing Person”) thereof (Note 2)
(3) A person in which the Group holds 10% or more of the total voting rights directly or indirectly, or an Executing Person thereof
(4) A major business partner (Note 3) of the Group or an Executing Person thereof
(5) A person who belongs to an audit firm which is an Accounting Auditor of the Company or its consolidated subsidiary
(6) A consultant, an attorney, a certified public accountant, or a person providing other professional services who has received a large amount of money or other assets (Note 4) from the Group, other than as compensation for being a Director or Audit & Supervisory Board Member (if the recipient of such properties is a corporation, partnership or any other organization, such as a consulting firm, law office and accounting office, this item applies to any person belonging to such organization)
(7) A person who has received a large amount of donations (Note 5) from the Group (if the recipient of such donations is a corporation, partnership or an organization, this item applies to an Executing Person of such organization)
(8) An Executing Person of a company that elects an Executing Person of the Group as its officer
(9) A person who falls under any of the above items 2 to 8 in the past three (3) years
(10) If a person who falls under any of the above items 1 to 8 is a significant person (Note 6), a spouse or a relative within the second degree of kinship thereof
(11) Other than the requirements set forth in the above, a person who is at risk of generating conflicts of interest with ordinary shareholders and is reasonably deemed to be in a situation where he/she is unable to perform duties as an independent outside officer
(Notes) 1. “A major shareholder” refers to a shareholder who holds 10% or more of voting rights under the name of itself or another person at the end of the most recent fiscal year of the Company.
2. “Executing Person” refers to an executive director, executive officer, operating officer, and a person equivalent thereto and to an employee of a corporation or an organization. A non-executive director shall be also included in the above for the purposes of judging the independence of an Outside Audit & Supervisory Board Member
3. As to “a major business partner,” the significance of such transaction for the Group and for the major business partner shall be assessed using an appropriate index, and an outline of the result thereof shall be disclosed, so that the Company may practically determine the degree of risk of generating conflicts of interest. A major business partner refers to a person who makes payment to the Company that accounts for 2% or more of the Company’s annual consolidated net sales in the most recent fiscal year.
4. As to “a large amount of money and other properties,” the significance of such money and properties for the Group and for the recipient shall be assessed using an appropriate index, and an outline of the result thereof shall be disclosed.
5. As to “a large amount of donations,” the significance of such donation for the Group and for the recipient shall be assessed using an appropriate index, and an outline of the result thereof shall be disclosed.
6. “A significant person” refers to an executive director, executive officer, operating officer or an employee who is in an upper management position such as department manager or higher.