Corporate Governance

Basic Stance

Based on the belief that "a corporation is public institution", We believe it is our mission to contribute to the fusion of human and technological progress through electronics systems coordination.
As well as making every effort to ensure management transparency and objectivity, we do our level best to maintain sound management and strengthen corporate governance, in order to heighten the value of our existence in the electronics market, get consideration in return for that value, and live up to the expectations of all of our stakeholders.

Corporate Governance Structure

The Company has an Audit Committee in order to strengthen the supervisory function of Directors and the Board of Directors and to improve the transparency and fairness of management. The Company has established a system of auditing and supervision by the Audit Committee members, who have voting rights in the Board of Directors.
The Board of Directors consists of five directors (excluding directors who are members of the Audit Committee) and three directors who are members of the Audit Committee (including two outside directors). In principle, the Board of Directors meets once a month on a regular basis and on an as-needed basis on an ad hoc basis to make decisions on important management matters and to supervise the execution of business operations. The members of the Board of Directors (excluding Directors who are members of the Audit Committee) are Representative Director Kazuhiko Inaba, Directors Shunya Endou and Hiroyuki Igari, and Outside Directors Atsushi Kawabata and Haruyoshi Kawabe.
The Audit Committee consists of three Directors who are members of the Audit Committee. In principle, the Committee meets once a month on a regular basis and on an as-needed basis on an ad hoc basis to determine auditing standards, auditing policies, etc., and to receive reports on the status of audits, etc. The members are Director Keiji Hirooka, Outside Directors Mahito Ogawa and Yasuko Teraura.
The Company has introduced an executive officer system to separate management decision-making and supervisory functions from business execution functions, to clarify where responsibility lies in business execution, and to build a flexible management system by delegating authority for business execution.
In addition, the Company established the Nomination and Compensation Advisory Committee (Chairman: Kazuhiko Inaba, Members: Atsushi Kawabata, Haruyoshi Kawabe, Mahito Ogawa, and Yasuko Teraura), the majority of which are outside directors, which meets as necessary. The committee ensures transparency in determining nominations and compensation of directors and executive officers by receiving advice from the Board of Directors and making reports on the nominations and compensation of directors and executive officers. The Company is striving to further enhance corporate governance.

Corporate Governance Structure

Internal audits and audits by the Audit and Supervisory Committee

Internal audits

Internal audits are handled by the Audit Office, which reports directly to Executive Chairman and President. It carries out internal audits covering all general operations, in line with audit plans formulated at the start of the year. Audit results are then reported to Executive Chairman, President, related executive officers and Corporate Auditors, and improvement instructions issued to the audited division accordingly.

Audits by the an Audit and Supervisory Committee

The Board of Auditors audits and oversees operations in conjunction with the Audit Office and the company's accounting auditor, to ensure they are being executed effectively and efficiently.
Audit and Supervisory Committee members attend important meetings, including meetings of the Board of Directors, in order to monitor decision-making processes and the execution of operations. They also conduct surveys into matters such as operations within individual divisions or at subsidiaries.
Accounting audits are carried out based on auditing firm reports outlining audit results, to ensure that accounting practices are legitimate.