Corporate Governance Structure

Basic Policy for Corporate Governance

In order to enhance corporate governance under the structure of a company with an Audit & Supervisory Board, the Company has been engaged in various initiatives. The Company has also introduced an Operating Officer system in order to promote separation of supervision and execution, and has actively nominated Outside Directors since 2006. In addition, to clarify management responsibilities for each fiscal year and increase shareholders’ confidence, Directors’ term of office is one (1) year.
Furthermore, the Company established the Nomination Committee and the Remuneration Committee as advisory panels to the Board of Directors, and strives to enhance the oversight function and increase the transparency of corporate management.
Based on the Audit & Supervisory Board Member system, the Company believes that it can continue to ensure transparency and fairness of corporate management by putting the new initiatives as mentioned above for enhancing corporate governance into practice.

Board of Directors & Directors

  1. Composition
    The Board of Directors appoints candidates based on “Officer Appointment and Dismissal Standards” to ensure ample diversity in terms of gender and nationality and adequate balance in its composition. In addition, more than one third (1/3) of Directors are Independent Outside Directors meeting the Company’s “Standards for the Independence of Outside Directors/Outside Audit & Supervisory Board Members.”

    Standards for the Independence of Outside Directors/Outside Audit & Supervisory Board Members
    https://www.yuden.co.jp/ut/ir/management/governance/criteriaofindependence.html

  2. Status of activities
    In FY2022, the Board of Directors held eighteen meetings and the status of activities of each officer are shown below.

    Position Name Attendance
    (number of meetings attended / number of meetings held)
    Chairperson President and Chief Executive Officer Shoichi Tosaka 100% (18/18)
    Director and Executive Vice President Shinji Masuyama 100% (18/18)
    Director and Senior Executive Operating Officer Katsuya Sase 100% (18/18)
    Director and Executive Operating Officer Tomomitsu Fukuda 100% (18/18)
    Independent Outside Director Masashi Hiraiwa 100% (18/18)
    Independent Outside Director Seiichi Koike 100% (18/18)
    Independent Outside Director Emiko Hamada 100% (18/18)
    Audit & Supervisory Board Member (Full-time) Toshio Mishuku 100% (18/18)
    Audit & Supervisory Board Member (Full-time) Kazuyuki Oshima 100% (18/18)
    Independent Outside Audit & Supervisory Board Member (Full-time) Hajime Yoshitake 100% (18/18)
    Independent Outside Audit & Supervisory Board Member Tomomi Fujita 100% (18/18)
  3. Specific considerations
    Matters to be submitted to the Board of Directors are determined in the Regulations of the Board of Directors, and are appropriately deliberated and resolved. The Board of Directors regularly deliberates on, among others, reporting in the Management Committee and the TM Meeting, management reports by Executive Directors, and reports from Executive Directors and Operating Officers for their areas of responsibility. For the current fiscal year, the following points were prioritized for deliberation.

    Governance
    • Nominations of candidates for Representative Director and Chairperson of the Board of Directors
    • Matters concerning the General Meeting of Shareholders
    • Revision of evaluation indicators for remuneration for directors (and other officers) (performance-based bonus)
    • Conducting an evaluation of the effectiveness of the Board of Directors and determining countermeasures for issues from the previous fiscal year
    Management strategy
    • Approval of business plan and confirmation of progress
    • Medium- to long-term capital investments based on the Medium-term Management Plan
    Sustainability
    • Deliberations on the report from the Sustainability Committee
    • Deliberations on human capital

Voluntary Nomination Committee

  1. Composition
    The Nomination Committee is chaired by an Independent Outside Director and composed of the President and Chief Executive Officer, all Independent Outside Directors, and an Audit & Supervisory Board Member, and its majority is composed of Independent Outside Directors.

  2. Status of activities
    In FY2022, the Nomination Committee held four meetings and the status of activities are shown below.

    Position Name Attendance
    (number of meetings attended / number of meetings held)
    Chairperson Independent Outside Director Masashi Hiraiwa 100% (4/4)
    Independent Outside Director Seiichi Koike 100% (4/4)
    Independent Outside Director Emiko Hamada 100% (4/4)
    President and Chief Executive Officer Shoichi Tosaka 100% (4/4)
    Independent Outside Audit & Supervisory Board Member (Full-time) Hajime Yoshitake 100% (4/4)
    *Audit & Supervisory Board Members do not have voting rights.
  3. Specific considerations
    Matters to be deliberated by the Nomination Committee concern the nomination of candidates for Directors and Audit & Supervisory Board Members (including candidates for reappointment), the selection/appointment and dismissal of Representative Directors and Operating Officers, and disciplinary matters, as stipulated in the Regulations of the Nomination Committee. For the current fiscal year, the Nomination Committee deliberated on, among others, the nomination of candidates for Representative Director and Chairperson of the Board of Directors, the nomination of candidates for Officer to be submitted to the General Meeting of Shareholders and the appointment of Operating Officers, and reported the deliberation results to the Board of Directors.

Voluntary Remuneration Committee

  1. Composition
    The Remuneration Committee is chaired by an Independent Outside Director and composed of the President and Chief Executive Officer, all Independent Outside Directors, and an Audit & Supervisory Board Member, and its majority is composed of Independent Outside Directors.

  2. Status of activities
    In FY2022, the Remuneration Committee held five meetings and the status of activities are shown below.

    Position Name Attendance
    (number of meetings attended / number of meetings held)
    Chairperson Independent Outside Director Seiichi Koike 100% (5/5)
    Independent Outside Director Masashi Hiraiwa 100% (5/5)
    Independent Outside Director Emiko Hamada 100% (5/5)
    President and Chief Executive Officer Shoichi Tosaka 100% (5/5)
    Audit & Supervisory Board Member (Full-time) Toshio Mishuku 100% (5/5)
    *Audit & Supervisory Board Members do not have voting rights.
  3. Specific considerations
    Matters to be deliberated by the Remuneration Committee concern the basic policy on remuneration for directors (and other officers), and the evaluation and remuneration for individual officers, as stipulated in the Regulations of the Remuneration Committee. For the current fiscal year, the Remuneration Committee mainly deliberated on, among others, the revision of evaluation indicators for performance-based bonus and the revision of related regulations, and reported the deliberation results to the Board of Directors.

Audit & Supervisory Board

  1. Composition
    The Company is a company with an Audit & Supervisory Board, and the Audit & Supervisory Board is composed of four members in total: two full-time Audit & Supervisory Board Members, one full-time Outside Audit & Supervisory Board Member and one Outside Audit & Supervisory Board Member.

  2. Status of activities
    In FY2022, Audit & Supervisory Board held twenty meetings and the status of activities are shown below.

    Position Name Attendance
    (number of meetings attended / number of meetings held)
    Audit & Supervisory Board Member (Full-time) Toshio Mishuku 95% (19/20)
    Audit & Supervisory Board Member (Full-time) Kazuyuki Oshima 100% (20/20)
    Independent Outside Audit & Supervisory Board Member (Full-time) Hajime Yoshitake 100% (20/20)
    Independent Outside Audit & Supervisory Board Member Tomomi Fujita 100% (20/20)
  3. Specific considerations
    In the Audit & Supervisory Board, there were 16 matters resolved, 44 matters reported and 14 matters discussed, and the main contents were as follows.

    Matters resolved
    • Consent to the auditing policies
    • the audit plan and the proposal to elect Audit & Supervisory Board Members
    • consent to the reappointment of the Accounting Auditor and the amount of remuneration paid or payable to Accounting Auditor
    • revision of rules regarding Audit & Supervisory Board Members
    • the Audit Report by the Audit & Supervisory Board, and other matters
    Matters reported
    • Internal audit plan, subsidiary audit reports by the Audit & Supervisory Board Members
    • reports regarding whistleblowing
    • reports on activities of the Legal Department
    • reports on deliberations of the Board of Directors, and other matters
    Matters discussed
    • Direction regarding whether to reappoint the Accounting Auditor
    • consideration of KAM
    • status of sustainability initiatives
    • evaluation of the effectiveness of audits by the Audit & Supervisory Board Members
    • skills matrix of the Audit & Supervisory Board Members, and other matters

Structure of Corporate Governance

Structure of Corporate Governance