米兰体育中国官方网站

Based on"The 米兰体育中国官方网站 Purpose" and "Core Values", we enhance our management performance responding appropriately to changes in the business and market environment by prompt business decision making as well as with transparency and fairness. At the same time, we ensure sound management by developing and establishing an effective internal control system. With these, we will expand and develop our business on a sustainable basis and increase our corporate value. Furthermore, we seek to strengthen and enhance our 米兰体育中国官方网站, in accordance with the followings:

Based on "Basic Views on 米兰体育中国官方网站", we adopted "Guidelines on 米兰体育中国官方网站 (PDF327KB)(hereinafter referred to as "the Guidelines")" as a policy for enhancing our 米兰体育中国官方网站.

We adopted the current 米兰体育中国官方网站 system (in the organizational form of Company with the Audit & Supervisory Board), believing that the effectiveness of auditing Directors’ execution of duties is secured by institutionally maintaining the independence of the Audit & Supervisory Board and its Members from the Board of Directors, while ensuring their cooperation with Accounting Auditors and Auditing Department. Furthermore, to complement the supervisory function of the Board of Directors, the Company established Nominating/Compensation Committee. The Committee consists of at least five members (where Outside Directors comprises a majority) who are chosen among Directors by resolution of the Board of Directors; and the Committee Chair is, in principle, selected from Outside Directors by the Committee members.

Given its fiduciary responsibility and accountability to shareholders, 米兰体育中国官方网站 is responsible for promoting sustainable corporate growth and the increase of corporate value over the mid- to long-term and enhancing earnings capability and capital efficiency. 米兰体育中国官方网站 oversights and determines the matters listed below:

For further details, please refer to “米兰体育中国官方网站” of Chapter 3, Section 2 of the Guidelines (Guidelines on 米兰体育中国官方网站 (PDF)).

At present, 米兰体育中国官方网站 consists of 11 Directors, 5 of whom are Outside Directors (all of them are registered at the Tokyo Stock Exchange as independent officers). 米兰体育中国官方网站 is chaired by non-executive Chairperson of the Board who does not have representative rights. The Audit & Supervisory Board consists of 6 Members, 3 of whom are Outside Members (all of them are registered at the Tokyo Stock Exchange as independent officers). The Outside Officers of the Company have extensive experience in financial institutions, trading companies, and business corporations or expert knowledge and experience in such areas as laws, finance/accounting, and industrial policies, etc. 米兰体育中国官方网站, in making decisions, respects Outside Directors’ opinions and suggestions from diverse viewpoints based on their experience.

Our Company has conducted the effectiveness of 米兰体育中国官方网站 every year and we disclose the overview.

We established the Nominating/Compensation Committee, which has functions of both Nomination Committee and Remuneration Committee. The Committee has deliberations on the nomination of Directors and other officers and their remuneration, etc., aiming at ensuring the objectivity and transparency concerning such matters, and strengthening 米兰体育中国官方网站. The Committee consists of at least 5 members (the majority being Outside Directors) appointed by resolution of the Board of Directors; and the Committee Chairperson is chosen, basically among Outside Directors, by the Committee members. As of the submission date of this Report, the Committee has 7 members; namely, Osamu Tsukamoto (Outside Director), Takashi Tsukamoto (Outside Director/Committee Chair), Yoshiro Miyokawa (Outside Director), Yukiko Yabu (Outside Director), Tamotsu Saito (Outside Director), Mitsuyoshi Shibata (Director/Chairperson of the Board), and Keiichi Kobayashi (Representative Director & President).

For further details, 米兰体育中国官方网站Nominating/Compensation Committee” of Chapter 3, Section 3 of the Guidelines (Guidelines on 米兰体育中国官方网站 (PDF)).

The Audit & Supervisory Board and each its member auditor collect information about management under statutory investigation authority and report and express their views to 米兰体育中国官方网站 meetings and the management from an independent and objective standpoint as a fiduciary to shareholders.
Auditors ensure coordination with internal audit department through regular meetings, and report the policy, plan and result of auditing to 米兰体育中国官方网站 regularly.
Full-time auditors attend the meetings such as Management Committee which decides major business matters, 米兰体育中国官方网站y report information obtained from these audit activities to the non-Full-time and outside auditors.
We strengthen our audit function by appointing an assistant staff to 米兰体育中国官方网站ors who is dependent of management.

At present, the 米兰体育中国官方网站amp; Supervisory Board consists of 6 members (3 members are outside and independent).

For further details, please refer to “米兰体育中国官方网站 Supervisory Board Members and 米兰体育中国官方网站 Supervisory Board” of Chapter 3, Section 4 of the Guidelines (Guidelines on 米兰体育中国官方网站 (PDF)).

Our business consists of 12 operating divisions; and business divisions were established for directing and overseeing multiple operating divisions which are closely related to each other. As for our business execution, under the control of President being the chief executive, operations are directed by General Managers of such business divisions as Communications Solutions Division, Energy Infrastructure Division, Electronics Component Material Division, Functional Products Division and Automotive Products Division. In addition, we have divisions to perform such head office functions as developing and implementing our business strategies/management plans, establishing and maintaining 米兰体育中国官方网站, risk management, and other management systems, and conducting marketing and sales activities; and General Managers of respective divisions lead such functions. These General Managers, in the capacity of executive officers, serve as members of the Management Committee, which is the highest decision-making body of business execution. The Management Committee deliberates and determines major operational matters. Furthermore, the Committee members report the status of business execution on a quarterly basis to ensure effective communications among the executive officers, thus achieving integrated business execution. Furthermore, the status of business execution is reported to the Board of Directors on a quarterly basis.

We establish, develop and operate its internal control for the purpose of efficient 米兰体育中国官方网站 responsibilities, compliance, risk management, information management and group company management.

For further details, please 米兰体育中国官方网站"Systems for ensuring compliance of directors' execution of duties with laws, regulations 米兰体育中国官方网站 Articles of Incorporation and soundness of other operations" (PDF 117MB).

米兰体育中国官方网站 Report (Updated June 28, 2024) (PDF934KB)