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Corporate Governance

Basic Policy for Corporate Governance

Since its foundation, the TAIYO YUDEN Group has implemented a management philosophy that focuses on "employee well-being," "betterment of local communities" and "responsibility to provide returns to shareholders." Over the years, we have strived to build strong relationships with all stakeholders, beginning with the Company's shareholders, with a strong focus on enhancing corporate value.

Considering the strengthening of corporate governance as the most important issue, the Company tries to make management more transparent with timely information disclosure, enhance compliance systems, and construct systems for ensuring speedy decision-making and execution of duties, as well as appropriate supervision and audit.

Review of Corporate Governance

1)
All Outside Directors and Outside Corporate Auditors are appointed as Independent Officers who have no possibility of conflict of interests with general shareholders.
2)
The Company established the operating officer system and has Operating Officers in place so as to separate supervising function from operating function.
3)
Principal meetings and roles of committees are as follows.
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Management Implementation Committee
In Management Implementation Committee, Operating Officers in charge of business operations deliberate and determine political matters related to operations of group management.
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TM Meeting
In TM Meeting consisting of Directors with a rank of Executive Operating Officer or higher, matters concerning personnel, organizations, and remunerations in the entire Group are deliberated and determined, and matters concerning important management policies are deliberated in advance.
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Nominations Committee
The Nominations Committee nominates candidates for Directors, Corporate Auditors, and Operating Officers, and deliberates matters related to election of Representative Directors and Directors. The Committee is chaired by an Outside Director who is an Independent Officer to ensure objectivity of each deliberated matters.
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Remuneration Committee
The Remuneration Committee deliberates systems of remunerations to Corporate Officers, as well as details of remunerations to each Corporate Officer. The Committee is chaired by an Outside Director who is an Independent Officer to ensure objectivity of each deliberated matters.
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Compliance and Risk Management Committee
The Compliance and Risk Management Committee consisting of Directors and Operating Officers discusses activities to improve systems concerning internal control, relevant instructions, and their progress management.

Structure of Corporate Governance