Corporate Governance

1. Basic Concepts Regarding Corporate Governance

We recognize the importance of corporate ethics based on compliance with laws and regulations, etc., and consider the increasing of corporate value through expediting of managerial decision making in accordance with changing social and economic environments and improvement of soundness of management to be an important theme.

To realize the above, we shall build up good relationships with all stakeholders including our shareholders, customers, suppliers, local communities, employees, etc., and shall substantiate corporate governance while further strengthening the current organization of the General Meeting of Shareholders, Board of Directors, Audit and Supervisory Committee, Accounting Auditor, etc.

For our shareholders and investors, we shall make efforts to provide prompt and accurate information disclosure and improve managerial transparency through broad disclosure of information.

 

 

2. Corporate Governance System

Outline of the Corporate Governance System

We have established a Board of Directors that includes outside directors, and its members supervise business operations by directors and corporate vice presidents. We have established an Audit and Supervisory Committee and its members supervise business operations by directors.

Moreover, we have assembled a Management Committee that consists of inside directors and corporate vice presidents, and its members deliberate on matters that involve prior deliberations and important decisions to be made in the course of the execution of business operations, out of matters to be determined by a resolution of the Board of Directors. The Management Committee takes place once a month in principle; however, extraordinary meetings are held as necessary.

 

Status of the Board of Directors

Yaskawa’s Board of Directors consists of a total of 12 directors with eight inside directors and four outside directors.

The Board of Directors holds regular meetings of the Board of Directors and, if necessary, extraordinary meetings of the Board of Directors to decide important matters related to business and matters required by laws and regulations.

We have appointed Yoshiki Akita, Junichi Sakane, Junko Sasaki and Hideo Tsukamoto as outside directors, and expect them to contribute to ensuring legal compliance by observing the company from the standpoint of investors, customers and the general public. During deliberations at the meetings of the Board of Directors, outside directors after having fully grasped the current circumstances of the company based on information that is addressed or reported by internal control divisions, internal audit divisions, head office divisions and the Accounting Auditor, provide recommendations, etc., using their respective knowledge, thus serving as an appropriate supervisory function.

 

Status of the Outside Directors

Name

Status of Concurrent Positions

Reason for Appointment

Yoshiki Akita

Representative Director and Chairman and Executive Director; Layers Consulting Co., Ltd.
Outside Director, Bell-Park Co., Ltd.

The Company believes that the rich expertise, experience, insight, etc., Mr. Yoshiki Akita has gained as a Certified Public Accountant and representative director of a consulting firm are very useful for the Company and that he is able to oversee the management of the Company from an objective viewpoint as an Outside Director.

With regards to the independence, since he has no business relationship with Yaskawa nor does he act as a person who executes the business operations of any major shareholder, he does not fall under the independence related items set forth by the financial instruments exchange.

Junichi Sakane

President and Representative Director; Shin-Nippon Thermal Ceramics Corporation.

The Company believes that the abundant knowledge, experience and insight of Mr. Junichi Sakane as a management professional derived from his career as an officer of business corporations, etc., will be very useful for the Company and that he will be able to oversee the management of the Company from an objective viewpoint as an Outside Director.

With regards to independence, since he has no business relationship with Yaskawa nor does he act as a person who executes the business operations of any major shareholder, he does not fall under the independence related items set forth by the financial instruments exchange.

Junko Sasaki

The Company believes that her wealth of expertise, experience and insight as corporate management specialist gained through her career such as serving as officer in global enterprises will be significantly beneficial to the Company to aim for the expansion of global transactions, and that she is qualified to oversee the management of the Company from an objective viewpoint as Outside Director.

With regards to independence, since she has no business relationship with Yaskawa nor does she act as a person who executes the business operations of any major shareholder, she does not fall under the independence related items set forth by the financial instruments exchange.

Hideo Tsukamoto

Partner, Anderson Mori & Tomotsune LPC
Outside Audit & Supervisory Board Member. JA MITSUI LEASING, LTD.

Although Mr. Hideo Tsukamoto has never been directly involved in corporate management other than as outside director or outside corporate auditor, the Company believes that the rich expertise, experience, and specialized knowledge in corporate governance he has gained as an Attorney are very useful for the Company and that he is able to oversee the management of the Company from an objective viewpoint as an Outside Director.

With regards to independence, since she has no business relationship with Yaskawa nor does she act as a person who executes the business operations of any major shareholder, she does not fall under the independence related items set forth by the financial instruments exchange.

Status of Audit and Supervisory Committee

The Audit and Supervisory Committee is comprised of six directors (four of whom are outside directors) who are members of the Audit and Supervisory Committee and audits the status of the execution of business operations by directors.

In performing audits, the Audit and Supervisory Committee ascertains the current circumstances of this company sufficiently based on information reported from internal control divisions, internal audit divisions, and head office divisions, and the inside directors conduct inspections while carrying out their duties appropriately. Further, duties are performed in collaboration with the Accounting Auditor and the duties of the Accounting Auditor are monitored and verified.

Ernst & Young ShinNihon LLC has been appointed as the Accounting Auditor and under the audit contract, we provide accurate business information and have prepared an environment where audits are performed from an independent standpoint. In cases requiring decisions of Accounting Auditors, we discuss with and receive advice from them.

 

Status of Nomination Advisory Committee and Remuneration Advisory Committee

For the nomination of directors, we have established a Nomination Advisory Committee that serves as an advisory body for the president. This is to ensure transparency and fairness in the process of nominating candidates for directors and selecting Representative Directors and executive directors, and to ensure that outside directors who are members of the Audit and Supervisory Committee form opinions about the nomination of officers, etc. based on sufficient information, and that opportunities to discuss such issues are provided.

For the determination of remuneration of directors, we have established a Remuneration Advisory Committee that serves as an advisory body for the president. This is to ensure appropriateness and transparency through fair deliberations about remuneration of directors and executive officers.

 

Corporate Governance System

 

Internal Control System

Based on the Articles of Incorporation and the Regulation for Enforcement of the Companies Act, we set “a system to ensure that the execution of business operations by directors complies with laws and regulations and other systems to ensure the adequacy of the company’s business ” (so called “basic policies of the internal control system ”) at the Board of Directors’ meeting as follows. This is to continuously improve as well as to precisely respond to social requests as the Yaskawa Group comprised of the Company and its subsidiaries.

Also, with regard to norms for corporate activities, compliance and enlightenment of these norms are being promoted within the company and group companies including subsidiaries (hereafter “the Yaskawa Group”), with the development and promotion of a compliance system through the “Group Principle of Management” and the “Guidance on Yaskawa Group Code of Conduct.” In addition, we have established the “Basic Regulations for Group Compliance” in order to maintain the compliance system, and have also established a whistle-blowing system “Compliance Hot Line” for the Yaskawa Group and its business partners.

 

Risk Management System

In constructing a risk management system within the Yaskawa Group, we have established a Compliance Committee that aims to achieve corporate-wide promotion of compliance and enlightenment, and system fortification of the “Yaskawa Group Code of Conduct,” and a Risk Management Committee for policy formulation and promotion, management system follow-up, and enlightenment of awareness regarding risk management. Also, the basic policies for day-to-day preparedness and emergencies within the Yaskawa Group are clearly set out based on the “Basic Regulations for Risk Management.” Furthermore, in cases requiring legal decisions, we discuss with and receive advice from corporate lawyers.

 

Report on Corporate Governance

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