Corporate Governance

The Company’s Board of Directors is composed of eleven Directors, eight of which are Directors who are not Audit & Supervisory Committee Members and three Directors who are Audit & Supervisory Committee Members, including four independent Outside Directors. The Board decides the important business policies of the Company and the Group, supervises business execution, and receives reports on the status of business execution. Further, in order to expedite decision-making, decisions on important business execution are flexibly delegated to the Directors, thereby enabling expedited and flexible decision-making.

The Company’s Audit & Supervisory Committee is composed of three Directors who are Audit & Supervisory Committee Members, including two independent Outside Directors. Audit & Supervisory Committee conducts audits based on an annual corporate audit plan determined in accordance with the audit policy and the assignment of duties determined by the Audit & Supervisory Committee by utilizing the internal control system and close cooperation with Internal Audit Department and the accounting auditor. Based on these audits, at the Audit & Supervisor Committee, they share information regarding the status of implementation and results of the audits and exchange opinions.

Audit & Supervisory Committee and the Company’s accounting auditors work in close collaboration to enhance the efficiency and effectiveness of their respective audit operations. In addition to the regular meetings held several times annually, they meet on an ad hoc basis, endeavoring to mutually ensure appropriateness and credibility of performance of their duties through such measures as providing explanation and consultation, or questioning and confirmation on matters that require special attention, regarding the annual audit plans and site audit plans (including audits of consolidated subsidiaries) at the beginning of each business year.

Further, Audit & Supervisory Committee and the Internal Audit Department of the Company mutually work in close collaboration to enhance the efficiency and effectiveness of their respective audit operations. Audit & Supervisory Committee Members receive and confirm copies of the audit notification stating such matters as the schedule, subject, purpose, method and other matters of the relevant audit which is given from the Internal Audit Department whenever they implement an audit pursuant to the annual audit plan. After completion of the audit, Audit & Supervisory Committee Members receive explanations concerning matters pointed out and status of implementation of improvement by way of the report on implementation of internal audits, based on which mutual exchange of opinions is conducted between Audit & Supervisory Committee Members and the Internal Audit Department personnel.

In order to ensure transparency and objectivity in appointing Directors and Executive Officers, and determining remuneration for them, the Company has established two advisory bodies of the Board of Directors, the Nomination Advisory Committee and Compensation Advisory Committee, each with at least half of the members and the chairperson being independent Outside Directors. The members and chairperson of each such committee are appointed by the Board of Directors.

<Members of main organs> 

Remuneration for Directors is designed in such a manner that the value can be shared with the shareholders, the level is appropriate for their duties, and due consideration is given to incentives for continued improvement of corporate performance and securing talented human recourses.

In order to secure transparency and objectivity, remuneration for Directors who are not Audit & Supervisory Committee Members and Directors who are Audit & Supervisory Committee Members are determined by resolution of the Board of Directors or by consultation among the Audit & Supervisory Committee Members, respectively, in line with a review by the Compensation Advisory Committee and within the ranges approved by the general meeting of shareholders.

・The target indicators for Stock Compensation are consolidated ROE and the operating margin from among the
   performance targets in the 2020 Medium-Term Management Plan. The number of shares to be allotted will be
   determined according to the degree of achievement toward those predetermined targets.
・Remuneration for Directors who are Audit & Supervisory Committee Members and Outside Directors who are not
   Audit & Supervisory Committee Members consist only of fixed compensation.
 

The remuneration for Directors and Audit & Supervisory Board Members ("A&SB Members") for the fiscal year ended March 31, 2020 is as follows:

1. The amounts paid to Directors do not include employee salary portions for Directors who have concurrent responsibilities as employees.

Policy for Training of Directors

It is the Company’s basic policy to appropriately provide each Director with such training opportunities as are necessary for them to fulfill their respective roles and responsibilities, regularly or as necessary. Directors endeavor to acquire, update and deepen necessary knowledge by participating in in-house training or seminars by TSE, lawyers, specialists of various fields and external organizations, etc. Opportunities are also provided for Outside Directors to deepen knowledge and understanding regarding the business, finance, organizations and other matters of the Group through participating in factory tours and site visits, etc. of the Company and its subsidiaries.

Corporate Governance Report

 

Evaluation on Effectiveness of the Board of Directors