Corporate Governance
Basic Stance and Basic Policy Concerning Corporate Governance
Basic Stance
NITTO KOGYO is constantly intent upon sincere action and just management based in good conscience, deeply concerned with enhancing its stakeholders' trust, constructing a healthy, highly transparent organizational system able to respond rapidly to the changing management environment. In addition, we aim to construct fair and regulated corporate governance and to improve sustainable growth and long-term corporate value.
Basic Policy
1. Ensuring Shareholders' rights and Equality
Along with creating an environment where all shareholders are treated equally in accordance with their holdings and where they can exercise their rights suitably, NITTO KOGYO will disclose information in a suitable time and manner so as to avoid any information discrepancy among shareholders.
2. Suitable Collaboration with Stakeholders Other than Shareholders
NITTO KOGYO has five pillars of CSR management policy.
- (1) We shall continue to create new values that will satisfy our customers.
- (2) We shall promote corporate activities based on respect for human beings.
- (3) We shall implement compliance management rooted in high ethical and moral values.
- (4) We shall contribute to maintaining our beautiful earth for the next generation.
- (5) We shall always conduct management that increases the values of our shareholders.
3. Ensuring Fair Information Disclosure and Transparency
NITTO KOGYO actively discloses information recognized as necessary for stakeholders (including non-financial information), in addition to disclosure under the law, on its website.
4. Duties of the Board of Directors, etc.
Based on its fiduciary duty and accountability to the shareholders, the Board of Directors bears responsibility for sustainable growth and the long-term improvement of corporate value. To fulfill this responsibility, along with monitoring management as a whole and ensuring management fairness and transparency, the Board of Directors makes decisions in the company's best interests through evaluating the risks faced by the company and planning countermeasures, etc.
As an independent organ with the shareholders' mandate, the Audit and Supervisory Committee bears responsibility for ensuring healthy and sustainable corporate growth and a high-quality corporate governance system in response to public trust through auditing executive duties as implemented. In order to fulfill this responsibility, the Committee strives to maintain an independent and objective stance, always remains consistently fair and unbiased, and makes appropriate judgments.
5. Dialogue with Shareholders
Led by the officer in charge of IR, NITTO KOGYO conducts constructive dialogue with analysts and institutional investors. In addition, we exhibits yearly at IR events and sustain dialogue with individual investors. The company intends to engage in even more thorough dialogue with shareholders in future.
Overview of the Corporate Governance System
NITTO KOGYO has introduced the "Company with Audit and Supervisory Committees" organizational structure, which we believe is the most appropriate corporate governance system that enables directors to make multifaceted deliberations and precise decisions and execute operations, while at the same time ensuring appropriate monitoring and supervision and enhancing corporate governance. Additionally, the Nomination and Remuneration Committee, the Group Management Meeting, the Management Meeting, the Sustainability Committee, and the Internal Governance Committee have been established as complementary bodies.
1. Board of Directors
The Board of Directors consists of seven directors (excluding directors who are Audit and Supervisory Committee Members) and five Audit and Supervisory Committee Members (of whom four are Outside Directors) in accordance with the Board of Directors Regulations. In addition to its monthly meetings, the Board meets as necessary to make decisions on important matters as determined by laws, the Articles of Incorporation, or the Board Regulations, and to report on and monitor the execution of important duties. With all five Audit and Supervisory Committee Members, including four outside directors, in attendance, the Board actively seeks advice and opinions from a fair and neutral stance on important management matters, and works to reinforce monitoring and supervision functions and to conduct operations smoothly.
2. Audit and Supervisory Committee
The Audit and Supervisory Committee is composed, based on its Regulations, of five directors, Audit and Supervisory Committee Members (of whom four are Outside Directors). In addition to its monthly meetings, the Committee meets as necessary to report on duties and share information, working to enhance governance functions. In addition, through Committee members' attendance at important meetings and investigations of company business and financial status, the Committee conducts monitoring, supervision, and examination of executive decision-making at Board of Directors meetings and elsewhere and of the implementation status of supervisory duties. The status and results of audits are regularly reported to the President (COO) and the Board of Directors, with suitable measures taken as needed to provide advice or recommendations.
3. Nomination and Remuneration Committee
Positioned as an advisory body to the Board of Directors, the Nomination and Remuneration Committee is composed of at least three directors selected by a Board of Directors resolution, of whom more than half must be independent outside directors. It is formed to discuss important management matters concerning nomination and remuneration of directors, generally held five times yearly, discussing and reporting on questions from the Board of Directors. Along with the Board of Directors above, it is intended to enrich corporate governance by reinforcing the fairness, transparency, and objectivity of proceedings concerning nomination and remuneration of directors.
4. Group Management Meeting
The Group Management Meeting, positioned as an advisory body for the President (COO), selected at the Board of Directors, is composed of executive directors, full-time Audit and Supervisory Committee members, and the presidents of NITTO KOGYO Group companies. The Board of Directors generally meets once a month to discuss and deliberate on important management issues and important matters for the entire Group, aiming for flexible and effective business operations together with the above-mentioned Board of Directors.
5. Management Meeting
The Management Meeting, positioned as an advisory body for the President (COO), selected at the Board of Directors, is composed of executive directors, executive officers, full-time Audit and Supervisory Committee members and so forth. The Board of Directors generally meets twice a month to discuss and deliberate on important management issues and important matters related to the electronics and information infrastructure-related manufacturing, construction, and service businesses, and, along with the above Board of Directors meetings, aims for agile and effective business operations.
6. Sustainability Committee
The Sustainability Committee is composed, in accordance with the Sustainability Regulations, of executive directors and certain executive officers. It generally meets once a year and collaborates with other committees to discuss basic policies on sustainability, monitor department progress, and report to the Board of Directors, aiming to further reinforce sustainability initiatives.
7. Internal Governance Committee
The Internal Governance Committee, positioned according to its Regulations as the body in charge of internal governance, is composed of executive directors, certain executive officers, full-time Audit and Supervisory Committee members, etc. It generally meets four times yearly to confer, discuss, and report on the operation of the internal governance system overall, aiming to improve the efficiency and efficacy thereof.
Corporate Governance System
