ミネベアミツミ(6479) – [Delayed]Corporate Governance Report

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開示日時:2022/04/01 20:00:00

損益

決算期 売上高 営業益 経常益 EPS
2018.03 87,913,900 7,916,200 7,926,300 137.8
2019.03 88,472,300 7,203,300 7,203,300 140.75
2020.03 97,844,500 5,864,700 5,864,700 108.68
2021.03 98,842,400 5,116,600 5,116,600 92.87

※金額の単位は[万円]

株価

前日終値 50日平均 200日平均 実績PER 予想PER
3,120.0 3,157.6 2,953.465 22.19 14.72

※金額の単位は[円]

キャッシュフロー

決算期 フリーCF 営業CF
2018.03 4,486,500 9,660,600
2019.03 4,733,200 10,072,200
2020.03 3,811,900 8,648,600
2021.03 4,826,000 9,376,300

※金額の単位は[万円]

▼テキスト箇所の抽出

Corporate Governance Report MINEBEA MITSUMI Inc. Last Update: December 27, 2021 MinebeaMitsumi Inc. Yoshihisa Kainuma, Representative Director, Chairman & President (CEO & COO) Contact: General Affairs Department HR & General Affairs Headquarters Tel: +81-3-6758-6712 Securities Code: 6479 https://www.minebeamitsumi.com/english/ The corporate governance of MinebeaMitsumi Inc. (the “Company”) is described below. I. Basic Views on Corporate Governance, Capital Structure, Corporate Attributes and Other Basic Information 1. Basic Views (1) Basic Views on and Basic Policy for Corporate Governance Basic Views on Corporate Governance ■Corporate philosophy (basic approach to growth and contribution to sustainability) To contribute to realization of a sustainable, eco-friendly and prosperous society by providing better products, at a faster speed, in larger numbers, at a lower cost and by smarter means. ■Basic management policy (action guidelines for employees to realize the corporate philosophy) Transparent management based on our company credo “The Five Principles” (1) Be a company where our employees are proud to work (2) Earn and preserve the trust of our valued customers (3) Respond to our shareholders’ expectations (4) Work in harmony with the local community (5) Promote and contribute to global society ■Corporate slogan (measures to achieve growth and sustainability) Create new value through “difference” that transcends conventional wisdom “Passion to Create Value through Difference” Consistent with the corporate philosophy and basic management policy, the Company will aim to increase sustainable corporate value as well as fulfill its social responsibilities to its various stakeholders, including shareholders, business partners, local communities, international society and employees. In order to achieve this, the Company is taking efforts to enhance our corporate governance system by maintaining transparency and objectivity of management as well as strengthening management and supervisory function and business executing function. In addition, the Company is promoting the establishment, development and expansion of the internal control system in order to ensure the sound management of the Company and strengthen its corporate governance. Basic Policy for Corporate Governance 1) Securing the rights and equality of shareholders The Company shall secure the rights of shareholders, and improve a proper environment enabling the shareholders to exercise their rights, in order to substantially secure shareholder’s right and equality. 2) Appropriate cooperation with stakeholders other than shareholders The Company shall be aware of the presence of its stakeholders and build appropriate cooperation with them, following our company credo. 3) Ensuring appropriate information disclosure and transparency The Company shall disclose information properly based on laws and regulations, and proactively offer any other information including non- financial matters. 4) Responsibilities of the Board, etc. The Board of Directors shall understand and properly perform the roles and duties of itself, based on fiduciary duty and accountability to the shareholders. 5) Dialogue with shareholders The Company shall develop policy and system that enable us to constructively communicate with the shareholders and give plain explanations to them. (2) Basic Explanation of Company Organizations The Company makes rapid and highly strategic management judgments by 12 Directors. At the same time, the Company makes significant transfer of the authority for business execution from Directors to Executive Officers and others by an Executive Officer System to facilitate a clear distinction of roles between management and supervisory function and business executing function. Moreover, aimed at obtaining advice on all aspects of our management and strengthening the Board of Director’s functions to supervise the organizations of execution, we include five Outside Directors out of the 12 Directors. Furthermore, regarding the Audit & Supervisory Board Members, in order to strengthen and enhance its auditing functions, we have three Outside Audit & Supervisory Board Members (including one full-time Outside Audit & Supervisory Board Member) out of the four Audit & Supervisory Board Members. In addition to holding the Audit & Supervisory Board and attending the Board of Directors’ meetings and other important meetings, the Audit & Supervisory Board Members, in conjunction with the Independent Auditors, and the Internal Auditing Office, audit domestic offices and our group companies, to audit the Directors’ execution of duties. (3) Enhancement of Internal Control System Based on the “Basic Policy for Enhancement of Internal Control System” as resolved at the Board of Directors’ meeting, the Company has comprehensively implemented such systems as the compliance system, information storage and management system, risk management system, efficiently performing duties system, group company control system, and auditing system, and is working to further strengthen them. (For details, please see the sections entitled “1. Basic Views on Internal Control System and the Progress of System Development” under “IV. Matters Related to the Internal Control System” of this report.) [Reasons for Non-compliance with the Principles of the Corporate Governance Code] [Applicable code] Presented in accordance with the Code as it stands after its revision in June 2021. (Including principles for the Prime Market which will be applied after April 2022.) The Company complies with each principle of the Corporate Governance Code. [Disclosure Based on the Principles of the Corporate Governance Code] [Principle 1.4 Cross-Shareholdings] <> 1) The cross-shareholdings of the listed stocks held by the Company are for those that are considered to contribute to the enhancement of our corporate value by maintaining and improving stable business relationships through shareholdings. Every year, the Board of Directors’ meeting that includes Independent Outside Directors examines each individual cross-shareholding as to whether the continuation of the shareholding contributes to the improvement of our corporate value, based on the meaning and purpose of the shareholding in terms of the operational merits taking into account the status of transactions with the other party, and other economic rationale such as the capital cost of the shareholding, comparison with the share price in the market, dividend income, profitability (e.g., TSR) and so on. The Company eliminates at an appropriate time the holdings of those stocks determined not to offer rationale for ownership. 2) The number of listed stocks held as cross-shareholdings as of March 31, 2021 is eight. The total value of these cross-shareholdings on the balance sheet is 3,807 million yen. (This accounts for 0.83% of the Company’s total equity in its Consolidated Statements of Financial Position [453,998 million yen].) <> When the Company exercises voting rights relating to shareholdings, the Company will take appropriate measures after comprehensively determining whether or not the Company can contribute to the efficient and sound management of the other party and to sustainable growth and increased corporate value of both the Company and the other party. [Principle 1.7 Related Party Transactions] Transactions with a conflict of interest carried out by a Director, etc., require a resolution of the Board of Directors pursuant to the “Regulations on the Board of Directors” and “Regulations on Executive Officers.” In addition, in the case of related party transactions with the Company, it is the Company’s policy to authorize the transaction and determine transactional conditions based on negotiations while taking into account market prices. The Company also discloses this information in Securities Reports, etc., pursuant to laws and regulations, etc. [Supplementary Principle 2.4.1 Ensuring Internal Diversity, Including Active Participation of Women] <> The Company recognizes that when diverse employees’ acknowledge each other’s individual abilities, experience, and views and uses them to help one another, it helps to generate synergies and create new value. The Company therefore strives to create a corporate culture and environment that enables employees to be proud of and display as much of their abilities as possible. The Company has undergone management integration with multiple companies, and in human resources appointments it promotes a spirit of equality, giving no consideration to employees’ former companies. We are also actively recruiting key talents, including managerial talents from outside in order to reinforce new knowledge, technology, and experience, as we work to secure talented human resources without prejudice regarding their former company, gender, nationality, or hiring format, and promote their INTEGRATION. (1) Appointment of Female Managers • Proportion of female managers (non-consolidated) 2.2% (as of June 30, 2021) Target: 3.5% or higher Target deadline: March 31, 2026 • Proportion of female new graduate hires (group in Japan) 13.5% (As of June 30, 2021) Target: 20.0% or higher Target deadline: March 31, 2026 Action Plan for General Employers (integrated plan for Act on the Promotion of Female Participation and Career Advancement in the Workplace and Act on Advancement of Measures to Support Raising Next-Generation Children) https://www.minebeamitsumi.com/english/news/press/2021/__icsFiles/afieldfile/2021/05/21/minebeamitumi_action_plan_en_202104.pdf <> To realize our corporate philosophy, we have been rebuilding the talent management system for the purpose of maximizing the performance of organizations and individuals by aligning the direction of the Company and the direction of individual employees. As a concrete initiative, we are aiming to create a consistent personnel system and human resource development system that clarifies the roles and results expected of employees, then appropriately evaluates them, linking to talent development and career development through dialogue. [Principle 2.6 Roles of Corporate Pension Funds as Asset Owners] The Company establishes a strategic asset portfolio mix from a medium- to long-term perspective and invests pension assets accordingly in order to guarantee the future provision of pension benefits, etc., through the MinebeaMitsumi Defined-Benefit Corporate Pension Plan. The policy concerning asset management is determined by the Pension Investment Committee taking into account discussions with the asset management institution. The Pension Investment Committee comprises the heads of the Company’s Business Administration and Administration and Corporate Planning Division, Accounting & Corporate Finance Division, and HR & General Affairs Division, etc. Appropriately qualified staff are selected for and assigned to the committee’s secretariat. [Principle 3.1 Enhancement of Disclosure] In addition to appropriate disclosures in accordance with laws and regulations, the Company also disseminates information on the following items on a voluntary basis for the purpose of enhancing the effectiveness of corporate governance. (1) Company Objectives (e.g., Corporate Philosophy), Management Strategies and Management Plans Based on the belief that “sustainability” is the essence of management, the Company aims to achieve both further growth for the Company and sustainable development for the earth and society in the future. We will clarify environmental targets including the volume of avoided CO2 emissions by our products and our own CO2 emission reduction as “contributing to the resolution of global environmental issues” stated in the materiality (material issues). In addition, we will further focus on establishment of a mass-production and stable supply system and a safe and secure management system, promotion of procurement in consideration of environmental and human rights issues, and coexistence with local communities for “creating the high quality precision products that support society.” Through these initiatives, we will achieve our management, environmental, and other goals, and endeavor to contribute to growth for the Company and sustainable development for the earth and society. • Management targets: (Fiscal year ending March 31, 2029) Net sales 2.5 trillion yen, operating income 250 billion yen • Environmental targets (Fiscal year ending March 31, 2031) Volume of avoided CO2 emissions by products* approx. 2.3 million tons (approx. +30% vs. fiscal year ending March 31, 2021 total volume of approx. 1.75 million tons) (Fiscal year ending March 31, 2029) Percentage of net sales attributable to MinebeaMitsumi’s Green Products at 90% or more (Fiscal year ending March 31, 2031) Total volume of inhouse CO2 emissions approx. 0.6 million tons (approx. -30% compared to fiscal year ended March 31, 2021 total volume of approx. 0.85 million tons) The Company discloses the status of management including this information through Japanese and English versions of its briefing reports, presentations to investors, convocation notices of General Meetings of Shareholders, reports for shareholders and integrated reports, etc., as well as posts this information on its corporate website. Management Policy of the Company https://www.minebeamitsumi.com/english/corp/investors/management/ *Details of the volume of avoided CO2 emissions by products https://www.minebeamitsumi.com/english/corp/investors/disclosure/integrated_report/a2021/__icsFiles/afieldfile/2021/11/01/2021_06_en_dtl.pdf (2) Basic Views on and Basic Policy for Corporate Governance See “1. Basic Views” under “I. Basic Views on Corporate Governance, Capital Structure, Corporate Attributes and Other Basic Information” of this report. (3) Policy and Procedures for Determination of Executive Management and Directors’ Compensation The policy and procedures for determination of Executive Management (indicating representative directors and executive directors; hereinafter the same shall apply) compensation is as in “Disclosure of Policy on Determining Compensation Amounts and Calculation Methods” in “[Director Compensation]” given later. (4) Policy and Procedures for Appointment and Dismissal of Executive Management and Nomination of Director and Audit & Supervisory Board Member Candidates When appointing Executive Management and nominating Internal Director candidates, the Board of Directors consults with the discretionary Nomination and Compensation Committee (hereinafter “Nomination and Compensation Committee”) for which Independent Outside Directors account for more than half the members about whether the candidate is qualified for the position from the perspective of assigning the right person to the right position, considering accurate and swift decision making, appropriate risk management, supervision of business execution and capabilities for managing each function and each business division of the Company. The Nomination and Compensation Committee deliberates on the candidates and the Board of Directors then makes a decision respecting what is reported to it. If the execution of duties of Executive Management significantly fails to meet the qualifications in the above appointment criteria, dismissal will be deliberated on by the Nomination and Compensation Committee and the Board of Directors will make a decision based on the report of these deliberations. As for the nomination of Outside Director candidates, the Board of Directors gives final approval based on the report given by the Nomination and Compensation Committee on whether the candidate is qualified for the position, based on a holistic assessment of the candidate’s advanced expertise in corporate management, corporate governance, compliance, risk management, etc., following the criteria for determining independence. In addition, when nominating Audit & Supervisory Board Member candidates, the Board of Directors gives final approval after gaining consent of the Audit & Supervisory Board upon electing a candidate after having holistically conducted reviews with consideration placed on financial, accounting, and legal expertise, knowledge of the Company’s business fields and know-how in risk management and corporate management. (5) Explanation of Appointment and Dismissal of Executive Management and Nomination of Director and Audit & Supervisory Board Member Candidates The reason for appointment or nomination of candidates for Executive Management, Director and Audit & Supervisory Board Member can be found in the convocation notice of the General Meeting of Shareholders. https://www.minebeamitsumi.com/english/corp/investors/disclosure/meetings/ If the Board of Directors approves the dismissal of Executive Management, the matter including reason for the dismissal will be disclosed promptly. [Supplementary Principle 3.1.3 Enhancement of Information to Be Disclosed] <> In addition to the information under “(1) Company Objectives (e.g., Corporate Philosophy), Management Strategies and Management Plans” in [Principle 3.1 Enhancement of Disclosure] of this report, information is also provided on the Company website. https://www.minebeamitsumi.com/english/csr/ <> To “maximize the potential of our employees,” as stated in our materiality (material issues), we seek to “train human resources on a global scale” and “promote diversity on a global scale” while working to “create positive and rewarding work environments” for employees and promote “employee safety and health.” Diversity of talents is a source of the Company’s technological innovation and INTEGRATION activities. We will also evolve diversity, which is one of our strengths, and promote inclusion, involving respecting and accepting one another, to promote activities that create new value. We will create venues for interaction between “differences” including gender, nationality, ethnicity, background, age, and values, and promote INTEGRATION activities bringing together the abilities of all MinebeaMitsumi employees and connecting the new value generated by these activities. Initiatives related to talents are posted on the Company’s website. https://www.minebeamitsumi.com/english/csr/social/employees/2021/ <> We actively acquire intellectual property rights to differentiate the new technologies and products generated by our technology development from those of other companies. A committee comprised of Executive Officers, etc. has been established to manage intellectual property and promote intellectual property activities in coordination with our development and business strategies. Moreover, in line with business expansion through M&A and INTEGRATION, our group companies in each business segment will create mutually complementary patent portfolios to contribute to the growth of the Group’s businesses. For information on the numbers of patents held by the Group, please refer to page 50 of Integrated Report 2021. <> The Company recognizes that green transformation (GX) is a material issue that impacts the business activities for the Group as a manufacturer of ultra-precision components with its sights set on realization of carbon neutrality in 2050. We have therefore listed “contributing to the resolution of global environmental issues” as one of the materiality (material issues) for management. In August 2020, the Company has declared its agreement with the recommendations of the Task Force on Climate-related Financial Disclosures (TCFD). We will now establish an internal execution system aligned with the TCFD framework and including information about the Group’s initiatives on climate change on the Company’s website and in its integrated reports. Environmental Policy: Integrated Report: https://www.minebeamitsumi.com/english/csr/environmental/policy/ https://www.minebeamitsumi.com/english/corp/investors/disclosure/integrated_report/ [Supplementary Principle 4.1.1 Scope and Content of the Matters Delegated to the Management] The Board of Directors prescribes matters to be resolved in the “Regulations on the Board of Directors,” while business execution authority not prescribed therein is delegated to Executive Officers and other equivalent officers. A system is in place to stimulate and speed up business execution and ensure efforts are made to enhance it. The “Regulations on the Board of Directors” prescribe that in addition to matters stipulated in laws, regulations and the Articles of Incorporation, material management matters must be resolved as well. [Principle 4.8. Effective Use of Independent Outside Directors] The Company currently has five Outside Directors. The Company has notified the Tokyo Stock Exchange that each of these Outside Directors is an independent officer. The ratio of Independent Outside Directors is 41.6%. [Principle 4.9 Independence Standards and Qualification for Independent Outside Directors] The Company appoints Independent Outside Directors following the requirements of Outside Director prescribed in the Companies Act and the criteria for determining independence of the Tokyo Stock Exchange. [Supplementary Principle 4.11.1 View on the Balance between Diversity and Board Size] The Company’s Board of Directors consists of no more than 12 Directors per the Articles of Incorporation in order to carry out management level decision making that is prompt and highly strategic. Currently, the Board of Directors consists of 12 members. The Company’s basic policy calls for the appointment of Directors that have the necessary knowledge, experience, ability and international outlook, regardless of their nationality, ethnicity, or gender, with an emphasis on the diversity of the Board of Directors. Policy and procedures on the appointment of Directors is the same as indicated in Principle 3.1 (4). The reasons for appointment and skill matrix of each Director are provided in the reference materials of the convocation notice for the General Meeting of Shareholders, the Integrated Report, and at the end of this report. Notice of the 75th Ordinary General Meeting of Shareholders p. 14 https://www.minebeamitsumi.com/english/corp/investors/disclosure/meetings/2021/__icsFiles/afieldfile/2021/06/24/invitation75_en.pdf Integrated Report 2021 p. 69 https://www.minebeamitsumi.com/english/corp/investors/disclosure/integrated_report/ [Supplementary Principle 4.11.2 Information about the Status of Concurrent Posts of Directors and Audit & Supervisory Board Members Who Also Serve as the Management at other Listed Companies] The Company discloses the status of concurrent posts of Directors and Audit & Supervisory Board Members at other companies every year through the convocation notice of the General Meeting of Shareholders, Securities Report and Corporate Governance Report, etc. The status of the main concurrent posts of the five Outside Directors is as follows: Kohshi Murakami: TMI Associates as Advisor Attorney Atsuko Matsumura: Professor, Faculty of Economics, Tokyo International University; Outside Director, Glosel Co., Ltd. Yuko Haga: Representative, Haga Management Consulting Office; Professor, Graduate School of Management, NUCB Business School; Outside Director, Kyowa Kirin Co., Ltd. Executive Vice Chairman & Director, I-Pulse Inc.; President & Chief Executive Officer, I-Pulse Japan Hirofumi Katase: Takashi Matsuoka: Director and Vice President Executive Officer, KEIAISHA Co., Ltd. Inside Directors do not have concurrent posts as officers, etc. of other companies outside the Company and the Company’s Group; whereby, a system is in place that enables Directors to focus on their duties. Representative, Makoto Hoshino Certified Tax Accountant Office The status of the main concurrent posts of two part-time Outside Audit & Supervisory Board Members of the four Audit & Supervisory Board Members is as follows: Shinichiro Shibasaki: Partner, Law Office Juricom Makoto Hoshino: Full-time Audit & Supervisory Board Members and full-time Outside Audit & Supervisory Board Members do not have concurrent posts as officers, etc., of other companies; whereby, a system is in place that enables Audit & Supervisory Board Members to focus on their duties. [Supplementary Principle 4.11.3 Disclosure of Summary of the Results on Analysis and Evaluation of the Effectiveness of the Entire Board of Directors] We periodically verify the members, agenda and operational status, etc. of the Board of Directors in terms of whether the entire Board of Directors is functioning appropriately. This is to ensure that the Board of Directors effectively fulfills its roles. With this, we evaluated the effectiveness of the Board of Directors to extract issues and identify problems and strengths. Every Director and Audit & Supervisory Board Member undertakes a self-assessment with a written questionnaire in March every year. The purpose of this is to look back at progress on improvements from the previous fiscal year and to discover important issues for the next fiscal year to improve effectiveness. The Company conducted a Board of Directors effectiveness evaluation questionnaire with the involvement of a third party in 2021. The results of that were reported to the Board of Directors in June 2021 and a free discussion was held between the Directors and Audit & Supervisory Board Members. The questionnaire scores were almost the same as in the previous fiscal year. Therefore, it is possible to say that the Board of Directors functioned sufficiently in general in FY2020. Moreover, the third party found no major concerns in the effectiveness of the Board of Directors of the Company from the questionnaire results in its analysis and assessment. Accordingly, it was acknowledged that the effectiveness of the Board of Directors has been secured in general. As a result of that, the Board of Directors will aim to be even more proactive in discussing sustainability promotion efforts. At the same time, it decided to hold periodic discussions to further deepen efforts to address sustainability issues focused on green transformation (GX) in the Company in this questionnaire. The Board of Directors will continue to run through the PDCA cycle to clarify and follow-up on issues. In this way, it will aim to implement continuous improvement and to further improve its effectiveness. [Supplementary Principle 4.14.2 Training Policy for Directors and Audit & Supervisory Board Members] 1) The Company establishes opportunities for training inside and outside the Company for newly elected Directors and Audit & Supervisory Board Members in order to promote understanding of and acquire knowledge necessary for their roles and duties. 2) The Company establishes opportunities for visits to major business sites including overseas and explanations by members of these business sites for Outside Directors and Outside Audit & Supervisory Board Members in order for them to gather information about the Company’s organization, business operations and business sites, etc. 3) The Company provides and pays for ongoing training opportunities for all Directors and Audit & Supervisory Board Members in order 4) The Company holds theme-based training sessions at appropriate times for Directors, Audit & Supervisory Board Members, and Executive for them to fulfill their roles and duties. Officers and other equivalent officers. [Principle 5.1 Policy for Constructive Dialogue with Shareholders] The Board of Directors has resolved the following as a policy for promoting constructive dialogue with shareholders. The Company has adopted “The Five Principles” as its basic management policy (employee code of conduct for realizing the corporate philosophy) and its corporate credo. “The Five Principles” are; “be a company where our employees are proud to work”; “earn and preserve the trust of our valued customers”; “respond to our shareholders’ expectations”; “work in harmony with the local community”; and “promote and contribute to global society.” To contribute to realization of a sustainable, eco-friendly and prosperous society, the Company recognizes the understanding and support of stakeholders including shareholders and investors is essential. As part of this measure, the Company actively carries out dialogue with shareholders and investors. At the same time, the Company strives to fulfill accountability as a corporation by explaining and disclosing information concerning management situation including progress of management plans, quantitative financial information, and non-financial information such as on management strategy, corporate governance, climate-related information and human capital in a timely and appropriate manner using the Integrated Report, etc. The Corporate Communications and Investor Relations Office serves as the dedicated department for dialogue with shareholders. It deals with shareholders in cooperation with the related departments. The views of shareholders obtained through these dialogue activities are shared and utilized, and provided as feedback to management and related divisions through the distribution of reports at meeting bodies when necessary. The Company hosts presentations of financial results and telephone conferences of financial results for institutional investors and securities analysts. In addition, it has been actively communicating with investors outside of Japan remotely during the COVID pandemic. At the same time, the Company makes efforts to disclose information through its corporate website. In addition, the Company pays attention to the management of insider information in accordance with the “MinebeaMitsumi Group Regulations on Insider Trading Prevention,” so that important facts that have not yet been disclosed are not communicated in our dialogue with shareholders. [Supplementary Principle 5.1.1 Person Responsible for Dialogue with Shareholders] The Corporate Communications and Investor Relations Office serves as the dedicated department for dialogue with institutional investors and securities analysts. It deals with shareholders in cooperation with the related departments. Directors (including Independent Outside Directors) engage in direct dialogue as necessary. 2. Capital Structure Foreign Shareholding Ratio More than 30% [Status of Major Shareholders] The Master Trust Bank of Japan, Ltd. (Trust account) Custody Bank of Japan, Ltd. (Trust account) Takahashi Industrial and Economic Research Foundation Sumitomo Mitsui Trust Bank, Limited SSBTC CLIENT OMNIBUS ACCOUNT Custody Bank of Japan, Ltd. (Trust account 4) Sumitomo Mitsui Banking Corporation MUFG Bank, Ltd. KEIAISHA CO., LTD. BNYM AS AGT/CLTS NON TREATY JASDEC Controlling Shareholder (except for Parent Company) Parent Company Supplementary Explanation None Name / Company Name Number of Shares Owned Percentage (%) 64,503,900 24,489,400 15,447,330 15,413,900 12,385,645 10,985,400 10,223,597 10,181,739 10,100,000 10,058,649 15.92 6.05 3.81 3.81 3.06 2.71 2.52 2.51 2.49 2.48 The status of major shareholders is current as of September 30, 2021. Furthermore, shareholding ratios are calculated exclusive of treasury stock (22,029,667 shares). 3. Corporate Attributes Listed Stock Market and Market Section Tokyo Stock Exchange First Section Fiscal Year-End March Type of Business Electric Appliances Number of Employees (consolidated) as of the End of the Previous Fiscal Year More than 1,000 Sales (consolidated) as of the End of the Previous Fiscal Year From ¥100 billion to less than ¥1 trillion Number of Consolidated Subsidiaries as of the End of the Previous Fiscal Year From 100 or more to less than 300 4. Policy on Measures to Protect Minority Shareholders in Conducting Transactions with Controlling Shareholder 5. Other Special Circumstances which may have Material Impact on Corporate Governance II. Business Management Organization and Other Corporate Governance Systems regarding Decision- making, Execution of Business, and Oversight in Management 1. Organizational Composition and Operation Organization Form Company with Audit & Supervisory Board Members [Directors] Maximum Number of Directors Stipulated in Articles of Incorporation 12 Term of Office Stipulated in Articles of Incorporation 1 year Chairperson of the Board President Number of Directors Appointment of Outside Directors Appointed Number of Outside Directors Number of Outside Directors Designated as Independent Directors Outside Directors’ Relationship with the Company (1) 12 5 5 Name Attribute Lawyer Academic From another company From another company From another company Relationship with the Company* a b c d e f g h i j k Kohshi Murakami Atsuko Matsumura Yuko Haga Hirofumi Katase Takashi Matsuoka * Categories for “Relationship with the Company” * “” when the Director presently falls or has recently fallen under the category; “” when the Director fell under the category in the past * “” when a close relative of the Director presently falls or has recently fallen under the category; “” when a close relative of the Director fell under the category in the past a. Executive of the Company or its subsidiaries b. Non-executive Director or executive of a parent company of the Company c. Executive of a fellow subsidiary company of the Company d. A party whose major client or supplier is the Company or an executive thereof e. Major client or supplier of the Company or an executive thereof f. Consultant, accountant or legal professional who receives a large amount of monetary consideration or other property from the Company besides compensation as a Director/Audit & Supervisory Board Member g. Major shareholder of the Company (or an executive of the said major shareholder if the shareholder is a legal entity) h. Executive of a client or supplier company of the Company (which does not correspond to any of d, e, or f) (the Director himself/herself only) i. Executive of a company, between which and the Company Outside Directors/Audit & Supervisory Board Members are mutually appointed (the Director himself/herself only) j. Executive of a company or organization that receives a donation from the Company (the Director himself/herself only) k. Others Outside Directors’ Relationship with the Company (2) Name Designation as Independent DirectorSupplementary Explanation of the Relationship Reasons of Appointment Mr. Kohshi Murakami has a wealth of experience and keen insight as a judge and as an attorney-at-law. He has fulfilled a management oversight function from a standpoint independent of management. The Company has reported him as independent director because there are no personal, capital, business relationships or other interests between him and the Company, demonstrating his independence is fully secured, and there is no concern of a conflict of interest with general shareholders. Ms. Atsuko Matsumura has expertise in international economics, as well as broad knowledge and experience as an educator. She has fulfilled a management oversight function from a standpoint independent of management. The Company has reported her as independent director because there are no personal, capital, business relationships or other interests between her and the Company, demonstrating her independence is fully secured, and there is no concern of a conflict of interest with general shareholders. Ms. Yuko Haga has a wealth of insight and experience cultivated as a management consultant in addition to professional knowledge on corporate strategy. She has fulfilled a management oversight function from a standpoint independent of management. The Company has reported her as an independent director because there are no personal, capital, business relationships or other interests between her and the Company, demonstrating her independence is fully secured, and there is no concern of a conflict of interest with general shareholders. Mr. Hirofumi Katase has a wealth of insight and experience cultivated by serving important positions in government agencies in addition to professional knowledge on economics, industry, technological development, international trade, energy, the environment and space development. He has fulfilled a management oversight function from a standpoint independent of management. The Company has reported him as an independent director because there are no personal, capital, business relationships or other interests between him and the Company, demonstrating his independence is fully secured, and there is no concern of a conflict of interest with general shareholders. The Company has reported Mr. Takashi Matsuoka as independent director because there are no personal, capital, business relationships or other interests between him and the Company other than the matters appearing in “Supplementary Explanation of the Relationship,” demonstrating his independence is fully secured, and there is no concern of a conflict of interest with general shareholders. Kohshi Murakami Mr. Kohshi Murakami is an Advisor Attorney of TMI Associates Atsuko Matsumura Yuko Haga Ms. Atsuko Matsumura is a professor of the Faculty of Economics, Tokyo International University (holding concurrent posts: part-time lecturer of Department of Social and Family Economy, Faculty of Human Sciences and Design, Japan Women’s University) and is concurrently serving as the Outside Director at Glosel Co., Ltd. Ms. Yuko Haga is a Representative of Haga Management Consulting Office and Professor of the Graduate School of Management, NUCB Business School. In addition, she is concurrently serving as the Outside Director of Kyowa Kirin Co., Ltd. Hirofumi Katase Mr. Hirofumi Katase is concurrently serving as an Executive Vice Chairman & Director of I-Pulse Inc. and a President & Chief Executive Officer of I-Pulse Japan Mr. Takashi Matsuoka is Director and Vice President Executive Officer at KEIAISHA Co., Ltd. The Company has conducted constant commercial transactions with KEIAISHA Co., Ltd., including purchase of machinery and equipment, components and grease and other materials from the said company. However, because the value of transactions with the said company is insignificant in terms of transaction size of the Company and there is no possibility that these transactions affect decision-making of the Company. Takashi Matsuoka Voluntary Establishment of Committee(s) Corresponding to Nomination Committee or Compensation Committee Established Status of Establishment of Voluntary Committee(s), Composition, and Attribution of Chair Committee name Total members (persons) Full-time members (persons) Internal Directors (persons) Outside Directors (persons) Outside experts (persons) Other (persons) Chair Voluntary committee corresponding to nomination committee Nomination and Compensation Committee Voluntary committee corresponding to compensation committee Nomination and Compensation Committee Supplementary Explanation 5 1 1 3 0 1 5 1 1 3 0 1 Outside Director Outside Director The Company has established the Nomination and Compensation Committee as an advisory body to the Board of Directors to improve the transparency and objectiveness of the Director candidate nomination and compensation decision processes. Names of the Members and Composition The Nomination and Compensation Committee shall have at least three members and at least half of them shall be Independent Outside Directors. The members are selected according to a resolution of the Board of Directors. Chairman: Members: Kohshi Murakami (Independent Outside Director) Yoshihisa Kainuma (Representative Director, Chairman & President (CEO &COO)) Atsuko Matsumura (Independent Outside Director) Yuko Haga (Independent Outside Director) Shinichiro Shibasaki (Independent Outside Audit & Supervisory Board Member) Activities of the Committee The Nomination and Compensation Committee met six times in the previous fiscal year. It discussed a proposal of candidates for Director to be submitted to the General Meeting of Shareholders and then made a report to the Board of Directors. In addition, it discussed a proposal to grant officers’ bonuses for Directors based on consolidated business results and the stock price level, etc. in the previous fiscal year, a proposal to revise the basic compensation of Directors, an agenda item of the General Meeting of Shareholders to introduce a stock compensation system for Directors and a policy to determine the compensation etc. for individual directors. It then reported its findings to the Board of Directors. [Audit & Supervisory Board Members] Establishment of Audit & Supervisory Board Established Maximum Number of Audit & Supervisory Board Members Stipulated in Articles of Incorporation Number of Audit & Supervisory Board Members 5 4 Cooperation among Audit & Supervisory Board Members, Independent Auditors and Internal Audit Departments The Audit & Supervisory Board periodically holds meetings with the Internal Auditing Office, listens to and gives opinions on annual audit plans and their objectives, etc., and receives reports about all internal audit results. In implementing audits, the Audit & Supervisory Board holds prior discussions on important auditing points and other matters, and joins and observes internal audits where necessary. In addition, the Audit & Supervisory Board receives explanations of the audit structure, audit plan, and audit implementation status, etc. from KPMG AZSA LLC, the Company’s independent auditor, as well as carries out information sharing and information exchanges, etc. It also joins in or remotely takes part in accounting audits conducted of domestic business sites and group companies, through which it regularly checks the suitability of the auditing method. Appointment of Outside Audit & Supervisory Board Members Appointed Number of Outside Audit & Supervisory Board Members Number of Independent Audit & Supervisory Board Members 3 3 Outside Audit & Supervisory Board Member’s Relationship with the Company (1) Name Attribute Koichi Yoshino Shinichiro Shibasaki Makoto Hoshino From another company Lawyer Tax Accountant Relationship with the Company* e f i j k L m a b c d g h * Categories for “Relationship with the Company” * “” when the Audit & Supervisory Board Member presently falls or has recently fallen under the category; “” when the Audit & Supervisory Board Member fell under the category in the past * “ when a close relative of the Audit & Supervisory Board Member presently falls or has recently fallen under the category; “” when a close relative of the Audit & Supervisory Board Member fell under the category in the past a. Executive of the Company or its subsidiary b. Non-executive Director or accounting advisor of the Company or its subsidiaries c. Non-executive Director or executive of a parent company of the Company d. Audit & Supervisory Board Member of a parent company of the Company e. Executive of a fellow subsidiary company of the Company f. A party whose major client or supplier is the Company or an executive thereof g. Major client or supplier of the Company or an executive thereof h. Consultant, accountant or legal professional who receives a large amount of monetary consideration or other property from the Company besides compensation as an Audit & Supervisory Board Member i. Major shareholder of the Company (or an executive of the said major shareholder if the shareholder is a legal entity) j. Executive of a client or supplier company of the Company (which does not correspond to any of f, g, or h) (the Audit & Supervisory Board Member himself/herself only) k. Executive of a company, between which and the Company Outside Directors/Audit & Supervisory Board Members are mutually appointed (the Audit & Supervisory Board Member himself/herself only) l. Executive of a company or organization that receives a donation from the Company (the Audit & Supervisory Board Member himself/herself only) m. Others Outside Audit & Supervisory Board Member’s Relationship with the Company (2) Name Designation as Independent Audit & Supervisory Board Member Supplementary Explanation of the Relationship Reasons of Appointment Koichi Yoshino — In addition to his wealth of overseas experience and practical management experience in a general trading company and in the manufacturing industry, Mr. Koichi Yoshino possesses the qualification of a certified internal auditor and considerable expertise in finance and accounting. He serves in a supervisory role independent from management. The Company has reported him as independent Audit & Supervisory Board Member because there are no personal, capital, business relationships or other interests between him and the Company, demonstrating his independence is fully secured, and there is no concern of a conflict of interest with general shareholders. Shinichiro Shibasaki Mr. Shinichiro Shibasaki is a Partner of Law Office Juricom as well as Member of Dispute Resolution Committee of The General Insurance Association of Japan and Visiting Professor at Tokai University School of Medicine. Makoto Hoshino Mr. Makoto Hoshino is the Representative of Makoto Hoshino Certified Tax Accountant Office As a lawyer, Mr. Shinichiro Shibasaki is well versed in corporate law. He serves in a supervisory role independent from management. The Company has reported him as independent Audit & Supervisory Board Member because there are no personal, capital, business relationships or other interests between him and the Company, demonstrating his independence is fully secured, and there is no concern of a conflict of interest with general shareholders. In addition to his wealth of experience in tax affairs over many years since joining the taxation bureau, Mr. Makoto Hoshino also possesses considerable expertise in finance and accounting. He serves in a supervisory role independent from management. The Company has reported him as independent Audit & Supervisory Board Member because there are no personal, capital, business relationships or other interests between him and the Company, demonstrating his independence is fully secured, and there is no concern of a conflict of interest with general shareholders. [Independent Directors/Audit & Supervisory Board Members] Number of Independent Directors/Audit & Supervisory Board Members 8 Matters relating to Independent Directors/Audit & Supervisory Board Members [Incentives] Supplementary Explanation Incentive Policies for Directors Performance-linked Compensation / Others The Company has adopted performance-linked monetary compensation and performance-linked non-monetary compensation. The policy and procedures for determination of compensation is as in “Disclosure of Policy on Determining Compensation Amounts and Calculation Methods” in “[Director Compensation]” given later. Recipients of Stock Options Inside Directors Supplementary Explanation A stock option system was introduced with a resolution at the 66th Ordinary General Meeting of Shareholders held on June 28, 2012. The Company is not currently issuing new stock options due to the introduction of the performance-linked stock compensation system with a resolution at the 74th Ordinary General Meeting of Shareholders held on June 26, 2020. However, the stock options assigned as compensation in the past remain effective. [Director Compensation] Disclosure of Individual Directors’ Compensation Selected Directors Supplementary Explanation The Company discloses in its Business Report the total amount of each type of compensation and total number of individuals receiving compensation broken down by Director and Audit & Supervisory Board Member (Outside Directors and Outside Audit & Supervisory Board Members are each included). The Company discloses in its Securities Report the total amount of each type of compensation and total number of individuals receiving compensation for Directors (excluding Outside Directors), Audit & Supervisory Board Members (excluding Outside Audit & Supervisory Board Members), and Outside Directors and Outside Audit & Supervisory Board Members. Additionally, the Company discloses Directors who receive 100 million yen or more in total compensation individually. Policy on Determining Compensation Amounts and Calculation Methods Established Disclosure of Policy on Determining Compensation Amounts and Calculation Methods The Company has established the discretionary Nomination and Compensation Committee chaired by an Independent Outside Director with more than half of its members being Independent Outside Directors. The aim of this is to improve transparency and objectivity in the process to determine the compensation of Directors. The Board of Directors determines the compensation etc. of individual Directors after discussions by the Nomination and Compensation Committee. This is done under the following compensation composition and calculation method within the compensation limits determined at the General Meeting of Shareholders. Basic Remuneration Basic remuneration consists of remuneration for duties according to the position of each Director and performance remuneration revised each term in consideration of each Director’s performance, business results and various other factors. Outside Directors receive only basic remuneration in consideration of their expected roles, etc. Performance-linked Monetary Compensation The Company has introduced Directors’ bonuses. The aim of this is to motivate Directors to improve corporate value as expressed in the stock price while emphasizing the net income that is the final result on a consolidated basis of each fiscal year. Indicators and actual results for the previous fiscal year are presented below. Performance indicators: Consolidated business results focused on net income and stock price level, etc. Actual results: Consolidated net income of 38.7 billion yen, consolidated sales growth rate of +1%, consolidated operating income of 51.1 billion yen and a Nikkei stock average performance for the Company’s stock price of +14%. The Company calculates the amount of payment based on the bonus calculation table established separately for actual results. The bonus calculation table reflects the performance, duties and achievements according to the position of each internal Director. Calculation method: The Company has introduced incentive compensation. The aim of this is to motivate Directors to improve business results and corporate value by achieving the mid-term business plan. Indicators and actual results for the previous fiscal year are presented below. Performance indicators: Consolidated sales, consolidated operating income and the Company’s market capitalization Actual results: Consolidated sales of 988.4 billion yen, consolidated operating income of 51.1 billion yen and a market capitalization at the end of the term of 1,208.2 billion yen. The Company calculates the amount of payment based on the incentive compensation calculation table established separately for actual results. The calculation table reflects the performance, duties and achievements according to the position of each internal Director. Calculation method: Incentive compensation ended in the fiscal year ended March 31, 2021. Performance-linked Stock Compensation (Non-monetary Compensation) The Company has introduced performance-linked stock compensation. The aim of this is to raise the awareness of Directors to contribute to improving mid- to long-term business results and to increasing corporate value. This is done by Directors sharing the profits and risks from stock price fluctuations with shareholders. The Company awards points according to the degree of contribution of Directors to business results and then gives shares in the Company equivalent to the cumulative number of points awarded at the time of retirement. Indicators and results for the previous fiscal year are presented below. Performance indicator: Consolidated net income Actual results: Calculation method: Consolidated net income of 38.7 billion yen The Company calculates performance-linked stock compensation by combining quantitative and qualitative evaluations based on the point calculation table stipulated in the “Share Grant Regulations.” The qualitative evaluation incorporates a certain part of the situation concerning ESG efforts. The aim of this is to sustainably improve corporate value. The Company determines the points to be awarded according to the degree of contribution of each Director to business results and then gives shares in the Company equivalent to that number of points when each Director retires. Details of the Resolution at the General Meeting of Shareholders The maximum compensation for Directors is not more than 1.5 billion yen per annum (for Outside Directors the maximum is not more than 70 million yen per annum) as approved at the 75th Ordinary General Meeting of Shareholders held on June 29, 2021. It was also resolved at the 74th Ordinary General Meeting of Shareholders held on June 26, 2020 that the upper limit of the performance-linked stock compensation shall be 100,000 points (1 point = 1 share in the Company) per fiscal year, in addition to the aforementioned maximum compensation. The maximum compensation for Audit & Supervisory Board Members is not more than 100 million yen per annum as approved at the 61st Ordinary General Meeting of Shareholders held on June 28, 2007. The Company’s policy and procedures for the determination of Executive Management and Directors’ Compensation can be found in Principle 3-1 (3) under “[Disclosure Based on the Principles of the Corporate Governance Code]” of “1. Basic Views” under “I. Basic Views on Corporate Governance, Capital Structure, Corporate Attributes and Other Basic Information” of this report. [Supporting System for Outside Directors and/or Outside Audit & Supervisory Board Members] Support for Outside Directors is basically handled by the Secretariat of the Board of Directors, but the relevant departments appropriately handle as necessary. With regard to Outside Audit & Supervisory Board Members, the Company strives to maintain close contact with full-time Audit & Supervisory Board Members and share information. In addition, the Company distributes materials and gives advance explanations on the necessary agenda items for the Board of Directors meetings in advance to Outside Directors and Outside Audit & Supervisory Board Members in order to ensure that they understand the details of the agenda and reported items as soon as possible. 2. Matters on Functions of Business Execution, Auditing, Oversight, Nomination and Compensation Decisions (Overview of Current Corporate Governance System) (1) Decision-making and Supervisory Role of Management With regard to the Company’s management level decision-making and supervisory role, the Company has a system in place for carrying out prompt and highly strategic decision making with the Board of Directors comprised of 12 Directors as the ultimate organization for resolutions in carrying out important strategic decision making. Five Outside Directors provide advice with regard to overall corporate management. The Company is making efforts to reinforce the supervisory role of the Board of Directors covering business execution organizations. Additionally, the term of office of Directors is set at one year in order to clarify the management responsibilities of Directors and establish a management structure capable of addressing changes in the management environment promptly. (2) Execution Role of Management With regard to the execution role of the Company’s management, the Company has adopted the Executive Officer System in which the authority of Directors to execute business operations is delegated to Executive Officers and other equivalent officers. As a result, this system is in place to stimulate, speed up and enrich business execution. (3) Monitoring Role of Management As for the Company’s monitoring role of management, a monitoring system is in place comprised of four Audit & Supervisory Board Members (three of which are Outside Audit & Supervisory Board Members). In addition, the Company seeks to reinforce this mutual monitoring system among Directors by not assigning titles to Directors other than the Representative Director. (4) Summary of Each Organization (a) Board of Directors Meeting Meetings of the Company’s 12-member Board of Directors (of which five are Outside Directors) are held basically once every month and as needed to facilitate a swift and strategic decision-making process. In addition, the Board of Directors oversees management. Significant business matters related to our domestic and overseas Group Companies are reported to and resolved by the Board of Directors. (b) Nomination and Compensation Committee This committee was established as an advisory body to the Board of Directors to improve the transparency and objectiveness of the Director candidate nomination and compensation decision processes. The chairperson of this committee is an independent Outside Director and at least half of the members are independent Outside Directors. (c) Senior Executive Officer Council This is the President and Chief Executive Officer’s advisory panel. Matters related to business operations are discussed by the Senior Executive Officer Council in basically a monthly meeting or in extraordinary Senior Executive Officer Council meetings when necessary. (d) Executive Officers Meeting Business operations of domestic and overseas Group Companies are reported on at quarterly Executive Officers meetings as well as other Executive Officers meetings held on an as-needed basis in order to enhance cooperation between Executive Officers and other equivalent officers. (e) Audit & Supervisory Board Meeting The Ordinary Audit & Supervisory Board meetings are held basically once every month and extraordinary meetings are held accordingly, to discuss and adequately analyze specific issues. Also, meetings with the Representative Director, President, Chief Executive Officer and Outside Directors are held every quarter to exchange opinions. (f) Other Committees In order to increase the effectiveness of monitoring and corporate governance, Committees are established for specific matters necessary for adequate business operations, such as Compliance, Risk Management, Environmental Management, Information Security, Quality Management and Patents, etc. (5) Status of Accounting Audit KPMG AZSA LLC carries out the Company’s accounting audits pursuant to the audit service agreement it has concluded with the Company for the implementation of audits under the Companies Act and audits under the Financial Instruments and Exchange Act. As of March 31, 2021, the certified public accountants who carried out the Company’s account audit operations are Mr. Junichi Obi, Mr. Takuju Kamiyama and Mr. Yuhi Suzuki. Additionally, support staff for accounting audit operations includes 14 certified public accountants and 11 others. 3. Reasons for Adoption of Current Corporate Governance System In addition to establishing a Board of Directors and an Audit & Supervisory Board as bodies under the Companies Act, the Company has established a Nomination and Compensation Committee and Senior Executive Officer Council as discretionary bodies to supplement those functions. The Company has adopted this system because it achieves effective governance. It does this by the Board of Directors, including Outside Directors, overseeing business execution and making rapid and highly strategic management decisions while the Audit & Supervisory Board Members, including Outside Audit & Supervisory Board Members, audit the execution of the responsibilities of Directors from an objective and independent standpoint. III. Implementation of Measures for Shareholders and Other Stakeholders 1. Measures to Vitalize the General Shareholder Meetings and Smooth Exercise of Voting Rights Supplementary Explanations Early Notification of General Meeting of Shareholders The 75th Ordinary General Meeting of Shareholders was held on June 29, 2021, and the convocation notice was sent out on June 1, 2021. Allowing Electronic Exercise of Voting Rights The Company allows voting rights to be exercised over the Internet, etc. Participation in Electronic Voting Platform The Company participates in the digital platform for the exercising of voting rights for institutional investors operated by ICJ Inc. Providing Convocation Notice in English The Company prepares an English language version of its convocation notice, including the reference documents for the proposals, as well as the business report, consolidated financial statements, and the non-consolidated financial statements, and posts it on its website. The Company posts the convocation notice and attachments on its website. On May 28, 2021 (four days prior to the date when the convocation notice for the 75th Ordinary General Meeting of Shareholders was sent out), the Company disclosed it to Tokyo Stock Exchange, Inc. and posted it on the Company’s website. Other 2. IR Activities Supplementary Explanations Explanation by Representative Preparation and Publication of Disclosure Policy The Company posts its Disclosure Policy on the Investors section of its website: https://www.minebeamitsumi.com/english/corp/investors/management/dpolicy/ Regular Investor Briefings for Analysts and Institutional Investors The Company holds a briefing or telephone conference immediately after each quarterly and year-end presentation of financial results. Briefing materials and video streaming links are posted on the Company’s website. Yes Regular Investor Briefings for Overseas Investors English language versions of the above briefing materials are posted on the Company’s website for overseas investors. Yes Posting of IR Materials on Website The Company posts its management policy, stock and bond information, IR library, and business results/financial data, etc. on the Investors section of its website: https://www.minebeamitsumi.com/english/corp/investors/ Establishment of Department and/or Manager in Charge of IR Corporate Communications and Investor Relations Office, Business Administration and Corporate Planning Division

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