Yaskawa Electric has adopted a corporate structure with an Audit and Supervisory Committee in order to further strengthen the oversight function of the Board of Directors over management and corporate governance, as well as to enhance the soundness and efficiency of management. The Company believes that the supervisory function of the Board of Directors will be further enhanced by utilizing the legal functions of Audit and Supervisory Committee Members, such as the ability of Audit and Supervisory Committee Members as directors to exercise voting rights at the Board of Directors on important matters of the Company, such as the appointment and dismissal of Representative Directors, and the ability to examine the results of the execution of business by Executive Directors and to express opinions at the General Meeting of Shareholders on the appointment, dismissal and remuneration of Executive Directors. In addition, the Company has introduced an executive officer system to separate management decision-making and business execution functions, enhance each function, and speed up business execution.

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  Corporate governance structure

Board of Directors

Yaskawa Electric’s Board of Directors consists of 8 members, including 4 internal and 4 outside directors.
In addition to the regular meetings of the Board of Directors, the Board of Directors convenes extraordinary meetings as necessary to decide on important matters related to management and matters stipulated by laws and regulations, and to supervise the status of business execution on an ongoing basis.
Yaskawa has appointed Hisanori Makaya, Kaori Matsuhashi, Keiji Nishio and Yaeko Hodaka as Outside Directors to provide advice and suggestions from an independent perspective on overall management of Yaskawa based on their diverse perspectives, experiences and advanced expertise. In deliberations by the Board of Directors, Outside Directors fully understand the current status of Yaskawa based on information submitted or reported by the Internal Audit and Control Division, Corporate administration operations and other functions, and the Accounting Auditor provide advice and proposals based on their respective knowledge, thereby fulfilling appropriate supervisory functions.

Audit and Supervisory Committee

The Audit and Supervisory Committee consists of 4 directors (of which three are outside directors) who are Audit and Supervisory Committee Members, and audits the status of execution of duties by Directors and others. In conducting audits, the Audit and Supervisory Committee fully understands the current status of Yaskawa Electric based on information reported by the Internal Control Division, the Internal Audit Division, and the head office business divisions, while full-time Audit and Supervisory Committee Members conduct audits based on actual inspections. In addition, the Audit and Supervisory Committee carries out duties in cooperation with the Accounting Auditor, and monitors and verifies the duties of the Accounting Auditor.
Yaskawa Electric has appointed EY ShinNihon LLC as an accounting auditor, and has provided accurate management information under an auditing contract and created an environment in which audits are conducted from an independent standpoint. We consult with and receive advice from our accounting auditors when they need to make a decision.　

Executive Committee

The Executive Committee is composed of executive directors and executive officers and discusses important decisions related to business execution, including reports on the progress of management plans and deliberations on policies and measures for all businesses. As a general rule, meetings are held once a month, and extraordinary meetings are held as necessary to establish a flexible and prompt business execution system.

Nomination Advisory Committee

The Nomination Advisory Committee, of which the majority are independent outside directors, has been established under the Board of Directors to ensure the transparency and fairness of the nomination of director candidates, the selection process of representative directors and officers, etc., and to ensure a forum for outside directors to obtain and discuss sufficient information to form opinions on the nomination of director candidates, etc. When submitting proposals regarding the nomination, etc. of director candidates, etc. to the Board of Directors, the details thereof shall be fully reflected upon the report of the Committee.

Compensation Advisory Committee

The Compensation Advisory Committee consisting of a majority of independent outside directors is established under the Board of Directors to ensure the appropriateness and transparency of the remuneration of directors (excluding directors who are Audit and Supervisory Committee Members) and executive officers through fair deliberations, and to ensure a forum for outside directors to obtain sufficient information and discuss the remuneration in order to form opinions.
The Committee deliberates on the compensation for directors calculated in accordance with the directors’ compensation rules and other necessary matters concerning directors’ compensation from the viewpoint of appropriateness.

Structures of the Board of Directors, the Audit and Supervisory Committee, and Advisory Committees

Composition of the Board of Directors and board skills matrix

Status of Outside Directors

Individuals who do NOT correspond to any of the following items can be appointed as independent outside directors, with regards to the independence standards set by the Financial Instruments Exchange.

• ・ Nominees have worked for an organization that holds 10% or more of the company’s stock, either now or within the past three business years.
• ・ Nominees have worked for the company’s main bank or the major group borrowers as described in the most recent business report, now or within the last three business years.
• ・ Nominees have worked for the company’s Lead Managing Underwriter at the time of writing or within the last three business years.
• ・ Nominees have worked within the past three fiscal years at an organization whose transaction amount with our company exceeds 1% of either our company’s or the counterparty’s consolidated revenue.
• ・ Nominees have worked for the accounting firm of the company either now or within the past three business years.
• ・ The eligible individual has received more than 10 million yen in annual compensation, etc., from the company for consulting or advisory contracts such as laws, accounting, taxation, etc., at the present or within the past three business years.
• ・ During the past three business years or now, nominees have worked for organizations including individuals that received more than 10 million yen in annual donations from the company.

In addition, the basic term of office as an outside director of our company is 4 years, and it may be extended for an additional year if there are unavoidable business reasons.

Attendance of Outside Directors at Board of Directors Meetings

Evaluation of the effectiveness of the Board of Directors

In order to ensure sustainable enhancement of corporate value through improved effectiveness of the Board of Directors, Yaskawa has been conducting an evaluation of the effectiveness of the Board of Directors every year since FY2016. All Directors, including Audit and Supervisory Committee Members, respond to the “Evaluation Survey of the Board of Directors” (anonymous method) after understanding the purpose of the evaluation. Yaskawa aims to further improve the effectiveness of the Board of Directors by considering and implementing measures to address issues identified in the results.
In the FY2024 survey, more than 70% of all responses showed “Effective” and less than 10% of all responses showed “Ineffective,” indicating that the effectiveness is generally ensured.
On the other hand, Yaskawa regards the items evaluated as “Need to be improved” as important as those evaluated as “Effective”, and will consider measures to ensure that discussions at the Board of Directors’ meetings and other committees will be held at a higher level.

Initiatives to enhance corporate governance

s a Business-to-Business manufacturing company, Yaskawa’s management requires in-depth knowledge of market characteristics and technological trends, it has selected a system with an Audit and Supervisory Committee as an institutional design for its organization.
At the same time, we have developed a governance system to enhance the effectiveness of the Board of Directors by actively incorporating external knowledge, and to strengthen both defensive and offensive governance, in order to continuously improve corporate value. Yaskawa will continue to pursue its best, enhance management transparency, and further enhance corporate governance.

Background of strengthening corporate governance system (Note)

^*Including directors who are members of the Audit and Supervisory Committee.
(Note) The No. of members of the Board of Directors and the Audit and Supervisory Committee are of the latest figure of the corresponding fiscal years on the table.

Basic policy on compensation

With the aim of continuously increasing corporate value and strengthening competitiveness, officer compensation at Yaskawa is designed to maintain a level of compensation that secures talented human resources and provides incentives for short-term, medium- to long-term performance improvement.

Remuneration to Directors (excluding Audit and Supervisory Committee Members)

1) Basic compensation

At the 99th Annual General Meeting of Shareholders held on June 18, 2015, a resolution was passed to set a fixed limit of 430 million yen or less for the basic remuneration of Directors. Details are as follows. The number of Directors subject to this basic remuneration is 12 or less, as stipulated in the Articles of Incorporation.

・Directors (excluding outside directors)
As directors assume the responsibility of improving corporate value, a certain amount will be paid according to the performance evaluation and position of each Director.

・Outside Directors
Outside directors are responsible for supervising the execution of duties, so a fixed amount is paid in advance.

2) Performance-linked compensation

At the 99th Annual General Meeting of Shareholders held on June 18, 2015, the Company resolved as follows. The number of Directors who are eligible for this performance-linked compensation is limited to 12 or less in accordance with Yaskawa’s Articles of Incorporation.

・Directors (excluding outside directors)
The maximum amount of performance-linked compensation shall be 1.0% or less of the consolidated net income of the fiscal year prior to the general meeting of shareholders elected or reappointed, in order to further clarify the link with consolidated performance. The amount of remuneration for each Director is calculated by taking into account the relative results to Yaskawa’s business performance from the standard deviation based on operating profit rate, operating profit growth rate and ROA of other companies in the same industry.

・Outside Directors
Performance-linked compensation is not provided.

3) Stock compensation (medium- to long-term compensation)

Based on the resolutions adopted at the 101st Annual General Meeting of Shareholders held on June 15, 2017, the 103rd Annual General Meeting of Shareholders held on May 28, 2019, and the 105th Annual General Meeting of Shareholders held on May 26, 2021, the Company has introduced a stock compensation plan for directors, the “Board Benefit Trust (BBT).” This plan is a stock-based compensation system that is linked to the degree of achievement of performance indicators set forth in the Company’s medium-term management plan. Through this system, directors share not only the benefits of an increase in the Company’s stock price but also the risks associated with a decrease in the stock price together with shareholders. The aim is to further enhance directors’ motivation to improve medium- to long-term business performance and increase corporate value.
The compensation under this plan was approved at the 105th Annual General Meeting of Shareholders held on May 26, 2021, and its outline is as follows. As of the conclusion of the said shareholders’ meeting, the Board of Directors consisted of six directors (excluding outside directors) and one outside director.

・Directors (excluding Outside Directors)
The evaluation indices used to calculate stock-based compensation in mid-term business plan “Realize 25” from FY2023 to FY2025 are as follows.
The stock compensation is calculated by the performance factor according to the target value of each evaluation index.
・Outside Directors
Points will be awarded according to whether or not the company‘s performance targets set under mid-term business plan “Realize 25” has been achieved.

Evaluation indicators and formulas for stock compensation for Directors (excluding Outside Directors)