Committees on Corporate Governance
NGK INSULATORS, LTD., has further strengthened and enhanced its corporate governance structures by establishing committees to bolster the supervision and monitoring functions of the Board of Directors.
The Board of Directors, comprising 13 members, deliberates matters prescribed in the Companies Act, as well as other important management issues, providing oversight for the execution of duties by directors. To clarify the division of roles between execution and supervision of management, Board of Directors meetings are led by a Chairman, who, in principle, does not execute business. The Board of Directors includes three outside directors to create a system enabling management monitoring based on professional knowledge and decision-making from a wider perspective. The current Board of Directors comprises 13 members (12 men and one woman)(as of June 29, 2017).
The Audit & Supervisory Board consists of four members, each of whom attends Board of Directors meetings and conducts other activities to audit the execution of duties by directors. The Audit & Supervisory Board includes two external members, each possessing significant business experience and extensive insight. The Audit & Supervisory Board members, including these highly independent outside members, conduct audits on the execution of duties by directors, business operations and the company's financial position.
Comprising the president, directors, Audit & Supervisory Board members and executive officers and division heads designated by the president, this body deliberates the matters necessary to help the president with decision-making. The current Executive Committee comprises 15 members (14 men and one woman).
Comprised of outside directors and one internal director responsible for compliance, this committee monitors for fraud or illegalities involving senior management, as well as for compliance with the Competition Law and the Foreign Corrupt Practices Act, and reports directly to the Board of Directors. As a mechanism to prevent fraud or legal violations, in addition to the Helpline, an internal reporting system (Hotline) linked directly to outside directors was established with the aim of strengthening NGK's compliance structure.
The meeting enables outside directors to exchange opinions with representative directors etc when proactive recommendations for senior management are sought from outside directors regarding various management-related issues.
Comprising a majority of outside directors, this committee attempts to ensure fairness and increase transparency related to determining the appointment and remuneration of board members and officers by deliberating matters related to the appointment and remuneration of board members and executive officers, Chief Executive Officer succession planning and other matters, the results of which are reported to the Board of Directors.
Comprised exclusively of outside directors, these meetings facilitate an exchange of opinions regarding NGK management issues, with the intent of proactively contributing to discussions at Board of Director meetings.
Comprised of Audit & Supervisory Board members and outside directors, these hearings gather information from internal sources regarding the business environment and issues surrounding NGK.
|Internal Controls Committee||
This body deliberates matters necessary to help the president and Internal Controls Committee Chairman with decision-making regarding internal controls system assessment and reporting related to financial reporting based on the Financial Instruments and Exchange Act.
|CSR Committee||This body assists the president and CSR Committee Chair with decision-making by deliberating matters necessary for the observance of laws, regulations and corporate ethics.
Observance of Laws, Regulations and Corporate Ethics
|Environmental Protection Committee||This body formulates and deliberates the planning of matters necessary to help the president and the Environmental Protection Committee Chairman with decision-making regarding the realization of our Core Policy on the Environment to promote business activities in harmony with the environment.|
|Quality Committee||Aiming to increase customer satisfaction and trust by realizing even higher-quality products and services, this body deliberates the matters necessary to help the president and the Quality Committee Chairman with decision-making regarding the following items.|
|Safety and Health Committee||This body deliberates important issues on safety and health to assist the decision-making of the president and Safety and Health Committee Chairman regarding the establishment of basic policies and priority targets pertaining to safety and health and the confirmation of labor accidents and priority activities.|
|Development Committee||This body deliberates items necessary to assist the decision-making of the president and Development Committee Chairman regarding policies, evaluations, budgets, major individual planning and commercialization projects related to development.|
|Facilities Committee||This body deliberates items necessary to assist the decision-making of the president and Facilities Committee Chairman regarding the examination and evaluation of policies, budgets, performance, and major individual planning related to capital expenditure and information systems.|
|Education Council||This body deliberates items necessary to assist the president's decision-making regarding policies, systems, structures and major promotion programs related to human resource development.|
|BCP Countermeasures Headquarters||Aimed at ensuring business continuity in times of emergency, this body executes the operation and maintenance of business continuity planning (BCP) in normal times as well as gives instructions on and support to restoration systems, and prioritizes restoration orders when BCP is in effect.|
|Central Disaster Prevention and Control Headquarters||This body executes requisite duties under commands from the Head and deliberates items necessary to assist the decision-making of the president and Head of this body regarding items related to earthquakes, storm and flood damage, fires and explosions that threaten or significantly impact the company.|
|Security Export Control/Specified Export and Customs Clearance Control Committee||This body deliberates and determines items necessary for guidance for subsidiaries and affiliates, legal compliance and the improvement of other internal systems with respect to security export controls, specified export declaration systems and the management of customs clearance operations.|
Regarding business execution based on the Board of Directors resolutions, the president presides over company business as the chief executive of business execution. The Executive Committee holds discussions to assist the president's decision-making with respect to important matters regarding business execution. In addition, the Board of Directors is asked for proactive recommendations for management by outside directors pertaining to management-related issues at Corporate Council , which facilitates an exchange of opinions between outside directors and representative directors.
In line with audit policies and plans defined by the Audit & Supervisory Board, Audit & Supervisory Board members make an effort to collect information through Hearing convened by Audit & Supervisory Board Members and Outside Directors, etc., in an attempt to communicate with directors and employees while monitoring director business execution by attending Board of Directors and Executive Committee meetings. At Audit & Supervisory Board meetings attended by outside Audit & Supervisory Board members, the Members exchange information with accounting auditors and Internal Auditing Department in an attempt to facilitate mutual cooperation.
With respect to the nomination of candidates for the Board of Directors and Audit & Supervisory Board, all representative directors discuss matters related to each candidate. The Nomination and Compensation Advisory Committee, of which external directors make up a majority, then deliberates matters related to each candidate, and reports the results to the Board of Directors. As for candidates for the Audit & Supervisory Board, approval is obtained from the Audit & Supervisory Board in order to secure the independence of Audit & Supervisory Board members. With consideration given to the report made by the Nomination and Compensation Advisory Committee, candidates for the Board of Directors and Audit & Supervisory Board are determined by resolution of the Board of Directors and their confirmation is set as an agenda item for the General Meeting of Shareholders. Members of the Board of Directors and Audit & Supervisory Board are then appointed by resolution of the General Meeting of Shareholders. Also, to further clarify the directors' mission and responsibilities, the term of office for directors is one year.
Newly appointed representative directors, directors and executive officers are provided with training conducted by attorneys practicing in the United States and Japan related to the Companies Act and the Competition Law, conducted at the time of their appointment. In addition, each year lectures are held, targeting all directors and executive officers, related to compliance with the Competition Law, focused on the expanding scope of Competition Law enforcement and practical business risks. In addition, with regard to external directors, we provide regular opportunities for the provision of individual explanations by personnel from relevant business divisions concerning mainly proposals presented to the Board of Directors meeting as well as information and exchange of opinions pertaining to business environment and related issues.
Outside DirectorHiroyuki Kamano
In December of 2015, NGK reformed its governance scheme. In recent years the remuneration of executives has become a hot topic within corporate governance in Japan, and NGK aims to build a governance scheme to address this, including establishment of the Nomination and Compensation Advisory Committee. I also feel that NGK has overcome various problems with respect to compliance, and we are moving in a very positive direction. Originally, compliance was focused on operations in the head office however, we are now advancing to the point where NGK's wide-ranging corporate activities can be viewed from a global perspective.
I believe that it is important to enliven discussion on long-term strategy to improve corporate value while citing future problems and to make efforts to optimize our corporate portfolio for the next generation. Business strategy and governance are one in the same thus, as we globalize, we will be called upon to even further strengthen our efforts in this area.
Outside DirectorToshio Nakamura
It has been six terms now since I became involved in the management of NGK as an outside director, and I feel that the corporate governance of NGK has progressed very well over these past few years. In the area of risk management, it is crucial to create a system that can discern risks, clarify the decision-making process, and verify and accurately respond when problems do arise. Additionally, it is also important for everyone in the company, from the management to the employees, to share an incisiveness about whether or not there is an internal problem.
On this point, I feel that after repeated communication and training, the mentality of the employees has changed. Another important role for corporate governance is to endeavor for the continued success of the company. For NGK, It is important to properly refine basic technology, discern the potential of its technology and seek to apply these in new friends. Specific efforts, such as "2017 Challenge 30", are already underway, so I expect to see momentum develop there for major leaps forward in the future.
Outside DirectorEmiko Hamada
I have had a strong impression of NGK as a highly technical and research-oriented company from the outside. I was appointed as an outside director beginning in 2017. I hope to bring new potential to NGK when developing new technology by providing my outsider's perspective as the first technological development-related outside director. To that end, I hope to engage in discussions with the people in development and to actively visit the workplace.
I also believe that I can play a role in sharing my knowledge on the culture and rules of the electronics industry from my own abundant experience in the field of electronics, when NGK further penetrates the electronics industry. I would like to contribute to the future growth of NGK from perspectives that have been absent within the company and in new ways that no one has been aware of up to now.