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. We have also introduced an executive officer system to expedite business execution.

  • Corporate Governance Structure

Board of Directors

Yaskawa Electric’s Board of Directors consists of 12 members, including 8 internal and 4 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 Yoshiki Akita, Junko Sasaki, Hideo Tsukamoto and Yuichiro Kato as Outside Directors to ensure its legality through supervision of the company from the standpoint of investors, customers and society at large. Outside directors fulfill the appropriate supervisory function by making proposals 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) 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, an advisory body to the president, is established to ensure transparency and fairness in the process of nominating candidates for directors and selecting representative directors and executive officers, and to provide a forum for outside directors, who are members of the Audit and Supervisory Committee, to discuss nominations of directors based on sufficient information. 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, an advisory body to the president, 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 provide a forum for outside directors, who are Audit and Supervisory Committee Members, to obtain sufficient information and discuss the remuneration in order to form opinions on the remuneration. In response to a request from the president, 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 and submits a report to the president.

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

Status of Outside Directors

In addition to the independence standards set by financial instruments exchanges, outside directors who do not fall under any of the following items are appointed as independent outside directors.

・Those who currently work for or have worked for an organization that is a majority shareholder in Yaskawa Electric.
・Those who currently work for or have worked for Yaskawa Electric’s main bank or major lenders.
・Those who currently work for or have worked for the lead managing underwriter of Yaskawa Electric.
・Those who currently work for or have worked for an organization that is a major customer of Yaskawa Electric.
・Those who currently work for or have worked for an auditing firm of Yaskawa Electric.
・Those who have or have had significant business relationships such as consulting and advisory contracts.

Reasons for Election and Attendance of Outside Directors

Name

Grounds for appointment

Attendance Status (FY2019)

Board of Directors

Audit and Supervisory Committee

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%)

15 times/15 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, 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%)

15 times/15 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.

10 times/10 times
(100%)

11 times/11 times
(100%)

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.

(Note) Since Mr. Hideo Tsukamoto was elected at the 103nd Ordinary General Meeting of Shareholders held on May 28, 2019, the number of meetings of the Board of Directors and the Audit and Supervisory Committee differs from other Outside Directors.

Evaluation of the Effectiveness of the Board of Directors

Yaskawa Electric has been conducting an annual Board of Directors Effectiveness Assessment since 2016.

Methods of analysis and evaluation

In FY2018, the “Questionnaire on the evaluation of the Board of Directors” (Hereinafter referred to as “questionnaire”.) was implemented. In addition, individual hearings were conducted by a third-party organization to all directors, including Audit and Supervisory Committee members, while ensuring anonymity.

Summary of Assessment Results

The Company believes that the effectiveness of the Board of Directors of Yaskawa Electric has been ensured from the following points.

・With the transition to a company with Audit and Supervisory Committee, efforts are being made to separate the functions of business execution and supervision.

・The Board of Directors is composed of several independent outside directors and has an appropriate structure in terms of size and composition.

・There is an environment in which independent outside directors can freely speak at the Board of Directors.

・In the past survey, “Items requiring immediate improvement” was identified, but in the FY2018 survey, “Items requiring immediate improvement” was not identified.

Future Initiatives

As stated above, the Company believes that the effectiveness is generally ensured.

On the other hand, individual hearings conducted by third-party organizations, which were introduced in FY2018, identified various issues, including further discussions from a medium- to long-term perspective, in order to further improve the effectiveness of the Board of Directors.

We plan to use individual hearings conducted by a third party at a pace of about once every three years, and for other fiscal years, we plan to conduct anonymous questionnaires as usual.

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