The NGK Group has developed and maintains an organizational structure capable of ensuring the legality of business activities and transparency of management while quickly accommodating changes in the operating environment. The Group has also established and maintains management systems capable of the appropriate disclosure of information required by shareholders.
The corporate governance system consists of the General Meeting of Shareholders, the Board of Directors, and the Board of Corporate Auditors as well as the Executive Committee, which assists the president with decision-making, and various committees under the Executive Committee (see the chart below). The Company increases the effectiveness of governance through the discussion and consideration of important matters.
In fiscal 2006, the NGK Group moved quickly to establish a dedicated organization to prepare for the application of an internal control reporting system established in accordance with the Financial Instruments and Exchange Act and proceeded with systems development.
A characteristic of the NGK Group’s internal control measures, including measures at overseas business sites, is that the personnel onsite who actually perform the business operations received assistance from specialists to analyze their operations and develop and verify a framework for the effective functioning of internal control systems. This approach was adopted to ensure that development was not limited to one year, since it is necessary to upgrade internal control systems to increase efficiency and reliability by means of improvement of business operations themselves on a daily basis. Also, the responsible head office divisions systematically developed the necessary regulations at all organizational levels and created a new framework for risk management, completing most of this task in fiscal 2007.
Confirmation of the state of internal control development at NGK Europe (Germany)
In fiscal 2008, the first year of operation of the internal control systems, each division completed a self-assessment by the end of September in accordance with a schedule decided by the Internal Controls Committee. The Auditing Department then conducted independent internal audits. Workplaces having inadequacies identified in the audits corrected them and once again conducted self-assessments. As of March 31, the final assessment date, it was confirmed that all controls are functioning effectively.
In fiscal 2009, the second year of implementation, the NGK Group, including Group companies in and outside of Japan, will steadily implement activities to firmly establish and upgrade the internal control systems.
Governance System
As of April 2008
