Latest Update : Jan,10, 2018
Basic Policy and System
Basic Position on the Corporate Governance
MinebeaMitsumi Group has upheld "The Five Principles" as our company credo: "Be a company where our employees are proud to work", "Earn and preserve the trust of our valued customers", "Respond to our shareholders' expectations", "Work in harmony with the local community", and "Promote and contribute to global society".
Based on these company credos, the company's basic management policy is to fulfill its social responsibility and to continuously maximize the corporate value for its various stakeholders, such as shareholders, business partners, local communities, global society and employees. Aiming at concentrating its management resources on the fields where it has the collective and comprehensive strengths of the corporate group, MinebeaMitsumi Group has worked proactively on "the development of high-value-added products" and "the advancement of the quality of the products." In addition, we strive to reinforce our corporate management centering on "the strengthening of our financial standing" as well as to implement "the company management having a high-degree of transparency" in a comprehensive manner both internally and externally.
Basic Policy for Corporate Governance
1. Securing the rights and equal treatment of shareholders
The company shall secure the rights of shareholders, and improve a proper environment enabling the shareholders to exercise their rights, in order to secure shareholder's right and equality.
2. Appropriate cooperation with stakeholders other than shareholders
The company shall be aware of the presence of its stakeholders and build appropriate cooperation with them, following our company credo.
3. Ensuring appropriate information disclosure and transparency
The company shall disclose information properly based on laws and regulations, and proactively offer any other information including non-financial matters.
4. Responsibilities of the Board
The Board of Directors shall understand and perform the roles and duties of itself, based on Fiduciary duty and accountability to the shareholders.
5. Dialogue with shareholders
The company shall develop policy and system that enable us to constructively communicate with the shareholders and give plain explanations to them.
Basic Explanation of Company's Organization
The MinebeaMitsumi Group makes rapid and highly strategic management judgments by twelve Directors. At the same time, the Company makes significant transfer of the authority for business execution from Directors to Executive Officers by introducing an Executive Officer System to facilitate a clear distinction between management and supervisory functions and business executing functions.
Moreover, aimed at obtaining advice on all aspects of our corporate management and strengthening the Board of Director's functions to supervise the organizations of execution, we include two Outside Directors out of the twelve Board members.
Furthermore, regarding the Audit & Supervisory Board Members, in order to strengthen and enhance its auditing functions, we have three Outside Audit & Supervisory Board Members (including one Standing Outside Audit & Supervisory Board Member) out of the four Board members.
In addition to holding the Audit & Supervisory Board and attending the Board of Directors' meetings and other important meetings, the Audit & Supervisory Board Members, in conjunction with the Independent Auditors, and the Internal Audit Department, audit domestic offices and MinebeaMitsumi Group companies, to carry out auditing the activities of directors.
Summary of Management Decisions, Supervision and Various Functions and reasons to use these systems
(a) Decision Making and Supervision of Management
MinebeaMitsumi's decision making and supervision of management is done by the twelve-member Board of Directors who will make significant strategic business judgments that can facilitate prompt and highly strategic decision making. We have included two independent members in the Board of Directors aimed at obtaining advice of our corporate management and strengthening the Board of Directors' functions to supervise the organizations of execution.
Moreover, the term of office of Directors is set at one year in order to clarify the management responsibility of Directors and build the management organization that enables the Company to respond swiftly to changes in the business environment.
(b) Execution Function of Management
The Executive Officer system delegates operational management authority to MinebeaMitsumi's Executive Officers to ensure the efficient performance and enhancement of business operations. Also, to further strengthen the R&D that is the key to MinebeaMitsumi's manufacturing, MinebeaMitsumi introduced a Technical Officer System. Technical Officer also takes part in management.
Further, the term of office of Executive Officers and Technical Officer is set at one year in the same manner as Board of Directors.
(c) Monitoring of Management
MinebeaMitsumi has built a monitoring system made of four audit & supervisory board members, of which three are Outside Audit & Supervisory Board Members.
Also, there are no titles for the members in the Board of Directors in order to enhance the monitoring of each Director.
(d) Summary of each organization
|Board of Directors Meeting||A meeting of MinebeaMitsumi's twelve-member Board of Directors is held on basically a monthly and as-needed basis to facilitate a swift and strategic decision-making process. Significant business matters related to our domestic and overseas group companies are discussed and resolved by the Board of Directors.|
|Senior Executive Officer Council||This is the President and Chief Executive Officer's advisory panel. Matters related to business operations are discussed by the Senior Executive Officer Council in basically a monthly meeting or in extraordinary Senior Executive Officer Council meetings when necessary.|
|Executive Officers Meeting||Business operations of domestic and overseas group companies are reported on at quarterly Executive Officers meetings as well as other Executive Officers meetings held on an as-needed basis in order to enhance interdivisional cooperation.|
|Audit & Supervisory Board||In order to discuss and adequately analyze specific issues, the Ordinary Audit & Supervisory Board meetings are held basically once every month and extraordinary meetings are held accordingly. Also, informal meetings with the Representative Director, President and Chief Executive Officer are held every quarter.|
|Other Committees||Committees are established for specific matters necessary for adequate business operations, such as Compliance, Risk Management, Information Security, etc.|
(e) Overview of Operational Functions, Business Supervision and Internal Controls
The following section provides an overview of MinebeaMitsumi's operational and oversight functions as well as internal controls.
The Reason behind Current Corporate Governance System
MinebeaMitsumi is a company with audit & supervisory board members, having three Outside Audit & Supervisory Board Members (including one Standing Outside Audit & Supervisory Board Member) out of four Audit & Supervisory Board Members. They audit independently and objectively Directors' execution of duties. We also have two Outside Directors out of the twelve Board members, which is aimed at ensuring soundness of corporate management, promoting compliance management, and strengthening audit functions for the executive organizations. With this system, we believe our business auditing functions ensure sufficient neutrality and objectivity.
Number of Directors
On June 29, 2016, an amendments to the Articles of Incorporation were resolved at the 70th Ordinary General Meeting of Shareholders changing the number of director from "within 10 people" to "within 12 people", under the condition that the business integration with MITSUMI ELECTRIC taking into effect.
Necessary Resolutions for Selecting Directors
MinebeaMitsumi stipulates in its Articles of Incorporation that Directors shall be selected by a majority of those shareholders holding voting rights at shareholder meetings at which one-third or more of the shareholders holding voting rights are in attendance.
The Articles of Incorporation stipulates that Directors shall not be elected via cumulative voting.
Bodies Deciding Issues Such as Surplus Dividends
In order to maintain mobility of capital policy, MinebeaMitsumi stipulates in its Articles of Incorporation that, unless otherwise provided by laws and regulations, the Company may provide for matters stipulated in each item of Article 459, Paragraph 1 of the Companies Act, such as distribution of surplus, by a resolution of the Board of Directors.
MinebeaMitsumi also stipulates in its Articles of Incorporation that the Company's record date of year-end dividend shall be March 31 of each year, and the interim dividend shall be September 30 of each year.
Requirements for Special Resolutions at General Shareholders Meetings
In order to ensure that the will of shareholders with voting rights is reflected in proposals requiring special resolutions, MinebeaMitsumi stipulates in its Articles of Incorporation these proposals shall be passed by a two-thirds majority of those shareholders holding voting rights at shareholder meetings defined by Companies Act Article 309, Paragraph 2, attended by one-third or more of the shareholders holding voting rights.