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Corporate Governance

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  • Corporate Governance Structure Scheme
  • Committees on Corporate Governance
  • External Directors and Outside Audit & Supervisory Board Members
  • Remuneration of Directors and Audit & Supervisory Board Members
  • Whistle-blowing System
  • Approaches to Observe the Corporate Governance Code
  • Internal Control Systems

External Directors and Outside Audit & Supervisory Board Members

NGK appoints individuals who possess outstanding achievements and a wealth of experience from a variety of industries to monitor director business execution in an attempt to realize stronger, more efficient management. Additionally, in terms of outside director independence, overall determinations are made with consideration for the Tokyo Stock Exchange "Guidelines for Listing" to avoid conflicts of interest with general shareholders. Our three outside directors are professionals able to make objective, rational decisions, while our two Outside Audit & Supervisory Board Members provide opinions mainly from social and financial perspectives.

Activities of Outside Directors and Outside Audit & Supervisory Board Members

Name Attendance at Board of Director meetings Main activities
External Directors Hiroyuki Kamano Attended 13 out of the 13 meetings held. Mr. Kamano offers advice regarding compliance structure enhancement and management approaches for management planning utilizing his substantial experience and specialization as an attorney.
Toshio Nakamura Attended 13 out of the 13 meetings held. Mr. Nakamura offers opinions that clarify the foundation of business decisions utilizing his wide-ranging experience and achievements in economic and industrial administration.
Name Attendance at Board of Director meetings Attendance at Audit & Supervisory Board meetings Main activities

Outside Audit & Supervisory Board Members

Setsuo Tanaka

Attended 12 out of 13 meetings held. Attended all 14 Audit & Supervisory Board meetings

Mr. Tanaka offers advice pertaining to enhancing risk management systems utilizing his experience and achievements in police administration.

Ichiro Terato

Attended 12 out of 13 meetings held. Attended all 14 Audit & Supervisory Board meetings

Mr. Terato provides opinions on general management utilizing experience and wide-ranging knowledge gained in management positions with The Bank of Tokyo-Mitsubishi UFJ and the Nikon Corporation.

Current Independent Directors and Reasons for Appointment

Name Reasons for Appointment
Outside Director
Hiroyuki Kamano
Having long engaged in legal practice as an attorney-at-law, Mr. Kumano possesses a wealth of experience and achievements in the legal community, including his service as Vice-President of the Tokyo Bar Association. Drawing on this experience, he has been fulfilling his duties as an outside director of the company by sharing opinions regarding the management strategy and strengthening of the compliance structure, as well as offering suggestions in connection with the company's business operation and properly overseeing the management of the company. We have therefore elected him to the position of outside director.
Outside Director
Toshio Nakamura
Having served as Director for the Trade Bureau of the Ministry of International Trade and Industry (former name of the Ministry of Economy, Trade and Industry), Director-General of the Small and Medium Enterprise Agency, and President of the Japan Chamber of Commerce and Industry, Mr. Nakamura has long been playing a vital role in the promotion of commerce and industry. By leveraging his knowledge and abundant experience cultivated over the course of his career, he has been appropriately fulfilling his duties as an outside director of the company by sharing his opinions on the importance of clarifying the basis for business decisions, as well as offering suggestions in connection with the company's business operation and overseeing the management of the company. We have therefore elected him to the position of outside director.
Outside Director
Emiko Hamada
Ms. Hamada has made remarkable achievements, such as leading the invention and world-first commercialization of the CD-R (recordable CD) while working at Taiyo Yuden Co., Ltd. Since then, she has been engaged in research activities mainly based on industry-academia-government collaboration as Professor at the Nagoya Institute of Technology and Visiting Professor at Nagoya University. We have elected her to the position of outside director having judged her capable of appropriately fulfilling the relevant duties by offering suggestions in connection with business operations, starting with the company's technology development, and overseeing the management of the company by utilizing the insights she has developed over the course of her career.
Outside Audit & Supervisory Board Member
Setsuo Tanaka
Mr. Tanaka has served various key management positions in the National Police Agency including as Commissioner General of the National Police Agency. We have elected him to the position of Outside Audit & Supervisory Board member on the expectation that he would provide suggestions regarding the overall management of the company from the perspectives of the legitimacy of the company's business practices and risk management by leveraging his wealth of experience and achievements in public administration.
Outside Audit & Supervisory Board Member
Ichiro Terato
Mr. Terato has long engaged in corporate management, including his service as Senior Management Executive Officer at the Bank of Tokyo-Mitsubishi, Ltd. (former name of the Bank of Tokyo-Mitsubishi UFJ, Ltd.) and Representative Director and Senior Executive Vice President of Nikon Corporation. By leveraging his ample experience and expertise fostered over the course of his career as a corporate management expert, he has been appropriately fulfilling his duties as an outside Audit & Supervisory Board member of the company to enhance the company's corporate governance by way of offering opinions and advice regarding the overall management of the company. Based on this, we have elected him to the position of outside Audit & Supervisory Board member.

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