Corporate Governance
Latest Update : Dec.26, 2023
Officers
Directors and Audit & Supervisory Board Members
The Company makes rapid and highly strategic management judgments by 12 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. The Company's basic policy calls for the appointment of Directors that have the necessary knowledge, experience, and international outlook, regardless of their nationality, ethnicity, or gender, with an emphasis on the diversity of the Board of Directors.
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 five Independent Outside Directors out of the 12 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 full-time Outside Audit & Supervisory Board Member) out of the four Audit & Supervisory 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 Auditing Office, audit domestic offices and our Group Companies, to audit the Directors' execution of duties.
Board of Directors (link to Company webpage)
Policy and Procedures for Appointment and Dismissal of Executive Management and Nomination of Director and Audit & Supervisory Board Member Candidates
When appointing Executive Management (indicating representative directors and executive directors; hereinafter the same shall apply) and nominating Internal Director candidates, the Board of Directors gives final approval after deliberations by the Senior Executive Officer Council based on the report given by the Nomination and Compensation Committee on whether the candidate is qualified for the position from the perspective of assigning the right person to the right position, considering accurate and swift decision making, appropriate risk management, supervision of business execution and capabilities for managing each function and each business division of the Company.
If the execution of duties of Executive Management significantly fails to meet the qualifications in the above appointment criteria, dismissal will be deliberated on by the Nomination and Compensation Committee and the Board of Directors will make a decision based on the report of these deliberations.
As for the nomination of Outside Director candidates, the Board of Directors gives final approval based on the report given by the Nomination and Compensation Committee on whether the candidate is qualified for the position, based on a holistic assessment of the candidate's advanced expertise in corporate management, corporate governance, compliance, risk management, etc., following the criteria for determining independence.
In addition, when nominating Audit & Supervisory Board Member candidates, the Board of Directors gives final approval after gaining consent of the Audit & Supervisory Board upon electing a candidate after having holistically conducted reviews with consideration placed on financial, accounting, and legal expertise, knowledge of the Company's business fields and know-how in risk management and corporate management.
Outside Directors and Outside Audit & Supervisory Board Members
Criteria for appointment and independence
We appoint Outside Director and Outside Audit & Supervisory Board Member who has no personal, capital or business relationship or any other interest with the company and who has sufficient independence and is unlikely to cause a conflict of interest with general shareholders in accordance with the requirements prescribed in the Companies Act and the independence standards set forth by the Tokyo Stock Exchange.
Overview of Outside Directors election reason and expected roles / record of attendance at Important Meeting (Year ended March 2023)
Fulfilling their roles and functions, we believe the Outside Directors will ensure the sound management of the Company, promote compliance, and strengthen management oversight functions.
| Name | Independent Director |
Overview of Outside Directors election reason and expected roles / record of attendance at Important Meeting |
|---|---|---|
| Leading Independent Outside Director Yuko Miyazaki appointed in June 2022 |
◯ | Ms. Yuko Miyazaki has a wealth of experience and deep insight cultivated as an attorney-at-law and a former Supreme Court judge, in addition to her specialized knowledge of corporate legal affairs and tax affairs. She performs a supervisory role independent from management members.
(Status of attendance of Important Meeting for the Year ended March 2023)
|
| Outside Director Atsuko Matsumura appointed in June 2018 |
◯ | Ms. Atsuko Matsumura has expertise in international economics, as well as broad knowledge and experience as an educator. She has fulfilled a management oversight function from a standpoint independent of management.
(Status of attendance of Important Meeting for the Year ended March 2023)
|
| Outside Director Yuko Haga appointed in June 2020 |
◯ | Ms. Yuko Haga has a wealth of insight and experience cultivated as a management consultant in addition to professional knowledge on corporate strategy. She has fulfilled a management oversight function from a standpoint independent of management.
(Status of attendance of Important Meeting for the Year ended March 2023)
|
| Outside Director Hirofumi Katase appointed in June 2022 |
◯ | Mr. Hirofumi Katase has a wealth of insight and experience cultivated by serving important positions in government agencies in addition to professional knowledge on economics, industry, technological development, international trade, energy, the environment and space development. He has fulfilled a management oversight function from a standpoint independent of management.
(Status of attendance of Important Meeting for the Year ended March 2023)
|
| Outside Director Takashi Matsuoka appointed in June 2005 |
◯ | Mr. Matsuoka has been in charge of the Planning Division, etc. of KEIAISHA Co., Ltd. for many years, and he has broad insight and experience in business operation. Since June 2005, he has been playing an appropriate role as Outside Director. We expect him to provide supervision and advice by utilizing his experience and insight. Although he has been in office for more than 10 years, he has no personal, capital, business or other interests with the Company, and the Company receives management supervision and advice from an independent standpoint. The Company has conducted constant commercial transactions with KEIAISHA Co., Ltd. where Mr. Takashi Matsuoka serves as Director and Vice President Executive Officer, including purchase of machinery and equipment, components and grease and other materials from the said company. However, because the value of transactions with KEIAISHA Co., Ltd. is insignificant in terms of transaction size of the Company, we have concluded that there is no possibility that these transactions affect decision-making of the Company. (Status of attendance of Important Meeting for the Year ended March 2023)
|
Outside Audit & Supervisory Board Member election reason and record of attendance at Important Meeting (Year ended March 2023)
We believe the Outside Audit & Supervisory Board Members, in fulfilling their roles and functions, will harness their finance and accounting expertise, as well as vast professional knowledge of finance, accounting and legal to provide strict management oversight.
| Name | Independent Director |
Reason for appointment Status of attendance at Important Meeting |
|---|---|---|
| Outside Audit & Supervisory Board Member Hiroshi Yamamoto appointed in June 2023 |
◯ | Mr. Hiroshi Yamamoto has a wealth of experience in a global company and knowledge of finance and accounting obtained. He was elected as Outside Audit & Supervisory Board Member so that his professional knowledge reflected in the Company's audit. |
| Outside Audit & Supervisory Board Member Shinichiro Shibasaki appointed in June 2014 |
◯ | Mr. Shibasaki is well-versed in corporate legal affairs as an attorney-at-law. He was elected as Outside Audit & Supervisory Board Member so that his professional knowledge reflected in the Company's audit.
(Status of attendance of Important Meeting for the Year ended March 2023)
|
| Outside Audit & Supervisory Board Member Makoto Hoshino appointed in June 2019 |
◯ | Mr. Hoshino has a wealth of experience of tax operations for many years since joining the National Tax Agency, as well as considerable knowledge of finance and accounting. He was elected as Outside Audit & Supervisory Board Member so that his abundant experience and keen insight reflected in audits of the Company.
(Status of attendance of Important Meeting for the Year ended March 2023)
|
Compensation for Directors and Audit & Supervisory Board Members
In order to enhance the transparency and objectivity of processes for determining the remuneration of Directors, the Company has established a Nomination and Compensation Committee, which has an independent Outside Director as Chairman, and independent Outside Directors comprising at least half of its members. The remuneration to Directors is determined by a resolution of the Board of Directors after deliberation by the Nomination and Compensation Committee, based on the following remuneration composition and calculation methods and within the maximum amount authorized by the General Meeting of Shareholders.
Policy and Procedures for Determination of Director and Auditor & Supervisory Board Member's Compensation
Executive Management and Directors' Compensation
Remuneration for the Company's Directors consists of a fixed monthly basic remuneration, a performance-linked monetary compensation (performance-linked bonuses for Directors), and performance-linked stock compensation. The ratio of basic remuneration to performance-linked compensation varies depending on the degree of performance achieved each fiscal year, but as an incentive to improve performance, our compensation structure aims for a ratio of 1:2 or more between basic remuneration and performance compensation. In addition, performance-linked stock compensation is aimed at 10% or more of total remuneration, thereby aligning the interests of shareholders and those of Directors and motivating the latter to continuously improve performance.
Compensation for Audit & Supervisory Board Members
Remuneration for Audit & Supervisory Board Members is limited to basic remuneration of a fixed monthly salary, taking into consideration the roles expected of each individual Director and Audit & Supervisory Board Member.
Resolution date of the General Meeting of Shareholders regarding compensation for Directors Audit & Supervisory Board Members
| Categories | Resolution date | Compensation categories | Resolution content | Number of members at the time of resolution |
|---|---|---|---|---|
| Director | June 29, 2017 The 71st Ordinary General Meeting of Shareholders |
Basic compensation performance-linked monetary compensation |
Within 1.5 billion yen per year (this amount includes maximum annual compensation of 50 million yen for Outside Directors) |
12 (including two Outside Director) |
| Director (excluding Outside Director) |
June 28, 2012 The 66th Ordinary General Meeting of Shareholders |
Stock options | Within the above compensation amount, within 30 million yen per year | 8 |
| Director (excluding Outside Director) |
June 26, 2020 The 74th Ordinary General Meeting of Shareholders |
Performance-linked stock compensation | In addition to the above compensation amount, within 100,000 points per fiscal year | 8 |
| Outside Director | June 29, 2021 The 75th Ordinary General Meeting of Shareholders on |
Basic compensation | Up to 70 million yen per year within the total remuneration amount for Directors | 4 Outside Director only |
| Audit & Supervisory Board Member | June 28, 2007 The 61st Ordinary General Meeting of Shareholders |
Basic compensation | Within 100 million yen per year | 5 |
Main activities of the Board of Directors and the Nomination and Compensation Committee on the decision process for Directors' Compensation during the fiscal year and Outline of the committee procedure
The Nomination and Compensation Committee was held six times in the fiscal year ended March 31, 2023. It has discussed proposals of bonuses and changes to the basic compensation for Directors in light of the Company's consolidated performance and stock price level for previous fiscal year, and then the committee has made reports to the Board of Directors.
In response to the report from the above Nomination and Compensation Committee, the Board of Directors meeting on May 30, 2023 has decided to provide bonuses to directors, and the Board of Directors meeting on June 29, 2023 has decided to revise the basic compensation.
The Nomination and Compensation Committee consists of six members (chaired by Independent Outside Director): four Independent Outside Directors, one Independent Outside Audit & Supervisory Board Member and one Representative Director, Chairman CEO. The resolution of the committee shall be made by a majority of the members present at the committee where the majority of the members are present.
As of June 29, 2023, the Nomination and Compensation Committee consists of six members (chaired by Independent Outside Director): four Independent Outside Directors, one Independent Outside Auditor & Supervisory Board Member and one Representative Director, Chairman CEO.
Total compensations for Directors, Audit & Supervisory Board Members, Outside Directors and Outside Audit & Supervisory Board Members combined for March 31, 2023
| Categories | Number of payees | Amount of compensation, etc. (thousand yen) | ||||
|---|---|---|---|---|---|---|
| Total | Basic compensation | Performance-linked monetary compensation | Stock options | |||
| Directors | Directors other than the following | 7 | 847,330 | 219,878 | 567,452 | 60,000 |
| Outside directors | 6 | 54,600 | 54,600 | — | — | |
| Total | 13 | 901,930 | 274,478 | 567,452 | 60,000 | |
| Audit & supervisory board members | Audit & supervisory board members other than the following | 1 | 15,630 | 15,630 | — | — |
| Outside audit & supervisory board members | 3 | 34,215 | 34,215 | — | — | |
| Total | 4 | 49,845 | 49,845 | — | — | |
| Total | 17 | 951,775 | 324,323 | 567,452 | 60,000 | |
Notes:
- The above table includes amounts paid to two members, who retired from the position as Dirctor at the conclusion of the 77th Ordinary General Meeting of Shareholders held on June 29, 2023.
- The compensation for Directors excludes the salary to be paid for service as employee for Directors who concurrently hold a post of officer or employee of the Company.
- The amount of compensation, etc. is shown with fractions of 1 thousand yen rounded down.
Total compensation exceeds 100 million yen (for the fiscal year ended March 31, 2023)
| Name | Total for each class of compensation (thousand yen) |
Total compensation (thousand yen) |
||
|---|---|---|---|---|
| Basic compensation |
Performance- linked monetary compensation |
Performance- linked stock compensation |
||
| Yoshihisa Kainuma | 81,198 | 239,360 | 10,000 | 330,558 |
| Ryozo Iwaya | 41,612 | 58,180 | 10,000 | 109,793 |
Guidelines on Ownership of MinebeaMitsumi Shares
The Company has established "Guidelines on Ownership of MinebeaMitsumi Shares" for Directors.
Related Documents
- Corporate Governance Report (December 26, 2023) (573KB/22pages)
- Articles of Incorporation (June 29, 2022) (425KB/10pages)
- Independent Officers Notification (June 1, 2023) (46.1KB/1page)
