Corporate Governance Structure

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.

  • Corporate Governance Structure

Board of Directors

Yaskawa Electric’s Board of Directors consists of 13 members, including 8 internal and 5 external 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 Electric has appointed Yuichiro Kato, Yoshiki Akita, Junko Sasaki, Hideo Tsukamoto and Toshikazu Koike as Outside Directors to receive advice and recommendations from an independent standpoint regarding the overall management of the Company based on their diverse perspectives, experience and advanced expertise. Outside directors fulfill the appropriate supervisory function by providing advice and recommendations based on their respective knowledge in the Board of Directors, after fully understanding the current situation in Yaskawa Electric based on information submitted or reported by the Internal Control Department, the Internal Audit Department, the Head Office business divisions, and the Accounting Auditors.

Audit and Supervisory Committee

The Audit and Supervisory Committee consists of 6 directors (of which four 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.

Nominating Advisory Committee

The Nomination Advisory Committee is established to ensure transparency and fairness in the process of nomination of candidates for Directors, selection of Representative Directors and Executive Officers, etc., and provide opportunities for Outside Directors to gain sufficient information to form opinions on the nomination of Directors, etc.
When submitting proposals regarding the appointment of officers to the Board of Directors, the content of such proposals shall be fully reflected in the report of the Committee.

Compensation Advisory Committee

The Compensation Advisory Committee is established 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

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

※The ages are as of May 26, 2021, at the 105th Annual General Shareholders Meeting.

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 for an organization with a our company account for more than 1% of the company’s or its counterparty’s consolidated sales at the present or within the past three business years.
・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.

Reasons for Election and Attendance of Outside Directors

Name

Reasons for election

Attendance Status (FY2020)

Board of Directors

Audit and Supervisory Committee

Yuichiro Kato

The Company believes that the rich expertise and experience Mr. Yuichiro Kato has gained in the areas of marketing and quality control derived from his career as a university professor, etc., will be very useful for the Company to aim for the expansion of its business toward the achievement of the mid-term business plan, and that he will be able to oversee the management of the Company from an objective viewpoint as an Outside Director. As for independence, she has no business relationship with Yaskawa Electric, and she is not an executive officer of a major shareholder.

10 times/10 times
(100%)

10 times/10 times
(100%)

Yoshiki Akita

Yaskawa Electric believes that he is able to supervise its management from an objective perspective as an outside director, given the considerable expertise, experience and knowledge he has accumulated as a certified public accountant and representative director of a consulting company. As for independence, he has no business relationship with Yaskawa Electric, and is not an executive officer of a major shareholder.

13 times/13 times
(100%)

14 times/14 times
(100%)

Junko Sasaki

Yaskawa Electric believes that the wealth of expertise, experience and knowledge acquired as a management specialist through her career as an officer of global companies is highly beneficial to Yaskawa Electric, which aims to expand its global business for the achievement of its mid-term business plan, and that she is able to supervise its management from an objective perspective as an outside director. As for independence, she has no business relationship with Yaskawa Electric, and she is not an executive officer of a major shareholder.

13 times/13 times
(100%)

14 times/14 times
(100%)

Hideo Tsukamoto

Although he has no experience in corporate management other than as an outside director, Yaskawa Electric believes that his extensive expertise and experience as an attorney, as well as his thorough knowledge of corporate governance, are highly beneficial to Yaskawa Electric and that he is able to supervise its management from an objective perspective as an outside director. As for independence, he has no business relationship with Yaskawa Electric, and he is not an executive officer of a major shareholder.

12 times/13 times
(92.3%)

14 times/14 times
(100%)

Toshikazu Koike

The Company believes that his wealth of knowledge, experience and knowledge as a management expert cultivated through his career as Representative Director, etc. at operating companies is extremely beneficial to the Company and that he will supervise the company management from an objective viewpoint as an Outside Director. With regard to independence, there is no business relationship with the Company and there is no item that falls under the items specified by the Financial Instruments Exchange, such as not being an executive of a major shareholder.

(Note) Since Mr. Yuichiro Kato was elected at the 104th Ordinary General Shareholders Meeting held on May 27, 2020, the number of meetings of the Board of Directors and the Audit and Supervisory Committee differs from other Outside Directors. He was elected as an Outside Director who is not an Audit and Supervisory Committee Member at the 105th Ordinary General Shareholders Meeting held on May 26, 2021.
(Note) As Mr. Toshikazu Koike was newly elected at the 105th Ordinary General Shareholders Meeting held on May 26, 2021, his attendance is not stated.

Evaluation of the Effectiveness of the Board of Directors

Yaskawa has been evaluating the effectiveness of the Board of Directors every year since FY2016 to ensure a sustainable increase in corporate value through improved effectiveness. All directors, including Audit and Supervisory Committee members, understand the purpose of the evaluation, and answer the “Questionnaire on Board of Directors Evaluation” (anonymous). We examine and implement measures to address issues identified in the results with the aim of further improving effectiveness.
According to the FY 2020 survey, more than 80% of all respondents answered that the evaluation items had been completed, indicating that the effectiveness of the measures has been secured in general. On the other hand, the response “urgent improvement is necessary” was also extracted, which was not extracted in the past two years. We believe this is a further enhancement of the level required of the Board of Directors. We are working to further improve the effectiveness of these measures by taking them into account.

Initiatives to Enhance Corporate Governance

As 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 on the assumption that the president has authority over management policies, nominations, and compensation.
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

FY

FY2012-FY2014

FY2015-FY2017

FY2018-FY2020

Main measures

FY2012

・Adoption of executive officer system

・Number of Directors was reduced to 12 from 20

 

FY2014

・Voluntary Remuneration Advisory Committee established

FY2015

・Transition to a company with Audit and Supervisory Committee

・Voluntary Nomination Advisory Committee established

 

FY2016

・Evaluation of the effectiveness of the Board of Directors commenced

FY2018

・At least 1/3 of the board of directors are independent outside directors

 

FY2019

・Disclosed board skill matrix (In addition to the fields expected of each director, gender and age are listed)

 

FY2020

・Determination of basic policies for executive compensation

・Established Yaskawa Electric Corporate Governance Policy

・Established Sustainability Policy (March 2021)

Aim and purpose

・Faster and more efficient management decision-making and execution

・Ensuring the appropriateness and transparency of executive compensation

・Strengthening of offensive and defensive governance

・Ensuring transparency and fairness in nomination of director candidates

・Improving the functions of the Board of Directors to increase corporate value

・Improving the independence and objectivity of the Board of Directors

・Enhancement of information disclosure

・Contributing to the realization of a sustainable society in addition to improving corporate value

Institution establishment

Company with Board of Corporate Auditors

Company with Audit and Supervisory Committee

Composition of the Board of Directors

Internal

6

8*

8*

Independent outside
(Female)

1

3*

4*
(1)

Composition of Audit and Supervisory Committee
(Up to FY2014, data indicated as “Board of Corporate Auditors”)

Internal

2

2

2

Independent outside
(Female)

2

3

4
(1)

*Including directors who are Audit and Supervisory Committee members.

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