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 adopted a system as a company with an Audit and Supervisory Committee. Also, to further strengthen corporate governance and the supervisory function of the Board of Directors over Management and to improve soundness and efficiency of management. On the other hand, an executive officer system helps to accelerate the execution of business operations.
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. The Board of Directors also continuously monitors the status of the execution of business operations. For clarifying management responsibility and to promptly responding a rapidly changing business environment, a term of director’s assignment is set at one year.
In FY2017 (Fiscal Year ended February 2018), the Board of Directors held 11 meetings of the Board of Directors to decide important matters related to business and matters required by laws and regulations, and the Board of Directors also monitored the status of the execution of business operations. Besides the above, it should be noted that pursuant to the provisions of the Companies Act and Yaskawa’s Articles of Incorporation, there was one written resolution which was deemed to be a resolution of the Board of Directors.
We have appointed Yoshiki Akita, Kazumasa Tatsumi, Junichi Sakane and Junko Sasaki 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
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Name
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Status of Concurrent Positions
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Reason for Appointment
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| Yoshiki Akita |
Representative Director and Chairman, Executive Director; Layers Consulting Co., Ltd.
Outside Director, Bell-Park Co., Ltd.
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He has been judged to be able to make use of his abundant expertise, experience and knowledge that he has gained as a certified public accountant and as a representative director of a consulting firm to supervise the management of Yaskawa Electric from an objective standpoint 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.
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| Kazumasa Tatsumi |
Attorney and President; Kazumasa Tatsumi Law Office
Outside Director; IZUTSUYA CO., LTD.
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Although he has never been involved in corporate management by other means but becoming an outside director, he has been judged to be able to make use of his abundant expertise, experience and knowledge that he has gained as an attorney to supervise the management of Yaskawa Electric from an objective standpoint 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.
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| Junichi Sakane |
Managing Corporate Officer; In charge of Ceramics Business Division; In charge of Research & Development Division; Delegated General Manager, Technology Management Division; KROSAKI HARIMA CORPORATION
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He has been judged to be able to make use of his abundant expertise, experience and knowledge as an expert in management that he has gained in his career as an executive officer of a business corporation to supervise the management of Yaskawa Electric from an objective standpoint 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.
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| Junko Sasaki |
Executive Officer; APAC
Japan Technical Sales Support; IBM Japan Ltd.
Executive; General Manager, Customer Service & Support Division; Microsoft Japan Co., Ltd.
President & CEO; Sartorius Japan K.K.
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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.
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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.
In FY2017 (Fiscal Year ended February 2018), the Audit and Supervisory Committee held 13 meetings.
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 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.
When a proposal concerning the nomination of officers, etc., is addressed at the meeting of the Board of Directors, the content of the report that has been provided by this Committee is sufficiently reflected. For remuneration of directors (excluding those who are members of the Audit and Supervisory Committee) and corporate vice presidents, 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 and to ensure that outside directors who are members of the Audit and Supervisory Committee form opinions about such remuneration based on sufficient information, and that opportunities to discuss such issues are provided.
Upon the President’s request for opinions, from the standpoint of appropriateness, this Committee deliberates on the amount of remuneration for officers that has been calculated based on the Officer Remuneration Regulations, etc., and on other necessary matters in connection with such remuneration, and reports its opinions to the President.
Corporate Governance System
Internal Control System
Through the Internal Control System, preparation and maintenance regarding the Articles of Incorporation, information disclosure policy, risk management systems, division of duties, operational authority, group company management, etc., are performed to ensure that appropriate and efficient administration of business operations is carried out by the Board of Directors, the Management Committee, etc. The basic policy of the Internal Control System is decided and revised whenever necessary by the Board of Directors that includes outside directors of a high degree of independence.
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
