Corporate Governance
At the Sansha Electric Manufacturing Group, we practice management based on our corporate philosophy to achieve our purpose: Moving society forward through power electronics and creativity. We will also enhance our corporate value sustainably and contribute to the sustainable development of society by achieving our vision: Global Power Solution Partner. To achieve this, we have set ensuring compliance and building a highly transparent, efficient foundation of our business as our basic policies on corporate governance.
Characteristics of the corporate governance system
Outside Directors make up at least one third of the Board with the ratio of women among them at 14.3%
The Nomination and Compensation Committee has been established voluntarily
The maximum number of Directors is eight, and the Directors’ term of office is one year
System
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Board of Directors
The Board of Directors holds a regular meeting each month in principle and extraordinary meetings as needed. It makes decisions on basic management policies and important strategies. It is also defined as an organization that supervises business execution by Directors and Operating Officers.Number of meetings held in FY2024 14 meetings Chairman Hajimu Yoshimura, Representative Director Attendees (including the chairman) 4 Inside Directors
1 Full-Time Audit & Supervisory Board Member
3 Outside Directors
2 Outside Audit & Supervisory Board MembersMain matters considered Reports on and discussions of management plans, business plans and other important matters and matters concerning internal control -
Audit & Supervisory Board
It holds a regular meeting each month in principle and extraordinary meetings as needed. In accordance with audit plans, Audit & Supervisory Board Members attend Board of Directors’ meetings and other important meetings, view significant documents and materials, visit and inspect principal facilities, and receive reports from Directors and other personnel on the execution of duties to audit the legality and appropriateness of the Directors’ execution of their duties.Number of meetings held in FY2024 13 meetings Chairman Ichiro Kitano, Full-Time Audit & Supervisory Board Member Attendees (including the chairman) 1 Full-Time Audit & Supervisory Board Member
2 Outside Audit & Supervisory Board MembersMain matters considered Formulation of audit plans, checks and discussions of the state of the progress of audits and checks of the state of the internal control system -
Nomination and Compensation Committee
It is chaired by an Outside Director, and a majority of its members must be Outside Directors. The content of its deliberations are reported to the Board of Directors. Deliberations on remuneration for officers are joined by an Outside Audit & Supervisory Board Member as an observerNumber of meetings held in FY2024 4 meetings Chairman Koichi Ina, Independent Outside Director Attendees (including the chairman) 1 Inside Directors
2 Outside Directors
1 Outside Audit & Supervisory Board Member (for discussions of officer compensation only) -
Corporate Planning Conference
It is attended by Inside Directors, Full-Time Audit & Supervisory Board Members, Operating Officers, presidents of subsidiaries based in Japan and the heads of relevant departments. It holds at least one meeting each month in principle. It makes advance deliberations on important business execution matters for which resolutions are set to be made at meetings of the Board of Directors. It also monitors the overall state of progress in the management plan and manages day-to-day actions such as solutions to problems.Number of meetings held in FY2024 12 meetings Chairman Hajimu Yoshimura, Representative Director Attendees (including the chairman) 4 Inside Directors
7 Operating Officers
3 Presidents of subsidiaries based in Japan
A few heads of relevant departmentsMain matters considered Business reports regarding individual businesses and subsidiaries and reports on the progress of important matters -
Internal Control Committee
It is chaired by the Director and the Executive General Manager of the Corporate Planning Division and attended by Inside Directors, Operating Officers, presidents of subsidiaries based in Japan and heads of relevant departments. It holds at least one meeting each month in principle. It provides overall control and supervision of matters related to riskmanagement and compliance in the whole Group.Number of meetings held in FY2024 12 meetings Chairman Hajimu Yoshimura, Representative Director Attendees (including the chairman) 4 Inside Directors
7 Operating Officers
3 Presidents of subsidiaries based in Japan
A few heads of relevant departmentsMain matters considered Matters concerning risk management and compliance and deliberations regarding projects involving large payments -
Audits by auditors, internal audits, accounting audits
The Audit Department conducts internal audits to ensure that each department's operations are properly executed in accordance with internal regulations.Audit & Supervisory Board Members collaborate with the internal audit department, sharing information, and conducting an auditor's audit.We have appointed KPMG AZSA LLC as our accounting auditor under the Companies Act and as our audit firm for audits under the Financial Instruments and Exchange Act.Audit & Supervisory Board Members, the Audit Department and the Accounting Auditor hold reporting sessions regularly or as needed to exchange information and cooperate with each other.
System Chart
Reasons for Adopting the System
However, in order to stabilize the management base and increase management transparency, the Company appoints outside directors to attend monthly Board of Directors meetings and provide appropriate opinions and advice from an independent standpoint regarding the Board's decision-making. However, in order to stabilize the management base and increase management transparency, the Company appoints outside directors to attend monthly meetings of the Board of Directors and provide appropriate opinions and advice from an independent standpoint regarding the decision-making of the Board of Directors.
In addition, from the perspective of management oversight, the Company is working to enhance the independence of its outside corporate auditors, thereby creating a system to fairly and objectively oversee the Company's social responsibilities as a corporation.
The two outside auditors each have a wealth of experience and insight regarding legal affairs, finance and accounting, etc. They attend monthly meetings of the Board of Directors to monitor management, including day-to-day conditions.
Therefore, in light of the nature of our business and the size of our company, we have adopted the current governance system centered on outside directors and outside corporate auditors.
Directors, Audit & Supervisory Board Members
For information on current officers, please see the Officers page.
Nomination and Compensation Committee
We established the Nomination and Compensation Committee in November 2019. Its objectives are to nominate Directors and Audit & Supervisory Board Members and to increase the independence, transparency and objectiveness of the Board of Directors’ functions regarding Directors’ remuneration and other matters. The committee will enhance our accountability and corporate governance. To ensure the fairness and transparency of the committee, an advisory body focused on decisions regarding the nomination of prospective Directors and Audit & Supervisory Board Members and on Directors’ remuneration, the committee deliberates about these matters and reports to the Board of Directors.
Composition of the Committee
- The committee consists of at least three Directors selected by the Board of Directors.
- The majority of its members are Independent Outside Directors.
- The committee is chaired by a person selected from among the Independent Outside Directors.
- Meetings of the committee are attended by an Outside Audit & Supervisory Board Member as an observer
Current Committee Members
- Chair
- Koichi Ina Independent Outside Director
- Members
- Eriko Nashioka Independent Outside Director
- Hajimu Yoshimura Representative Director & President
- Observer
(for deliberations on remuneration for officers only) - Kazuhiro Egawa Independent Outside Audit & Supervisory Board Member
Evaluation of the Effectiveness of the Board of Directors
We conduct a self-evaluation and analysis of the effectiveness of the Board of Directors for the purpose of securing the effectiveness and enhancing our corporate value, based on a questionnaire completed by all Directors and Audit & Supervisory Board Members.
Based on the results, analysis and discussion were conducted at the Board of Directors meeting held in February 2025. It was evaluated that the effectiveness of the Board of Directors is generally secured; however, several issues were identified. These include the need to enhance the quality of discussions and the monitoring function of the Board, to provide more opportunities for discussions on medium- to long-term growth strategies and sustainability, and to improve the provision of information to outside officers in advance.
To address these issues, we will submit proposals that facilitate discussions on specific initiatives related to growth strategies and sustainability, and strengthen such discussions. In addition, we will establish a framework to share updates on progress and minutes of major meetings with outside officers. By enhancing the administrative office’s information-sharing functions and setting up opportunities for explanation, we will strive to further improve the effectiveness of the Board of Directors.
Strengthening corporate governance
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- 2024
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- Female Outside Director elected
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- 2023
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- Purpose established
- Introduced a performance-based stock compensation plan
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- 2021
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- Whistleblowing contact established at an outside law firm Committee established
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- 2020
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- Outside officers elected to ensure that at least one third of officers are outside officers
- Female Outside Audit & Supervisory Board Member elected
- Disclosure of skills matrix
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- 2019
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- Nomination and Compensation Committee established
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- 2018
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- Standards for assessment by outside accounting auditors formulated
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- 2016
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- Assessment of the effectiveness of the Board of Directors begun
- Risk Management Committee (currently Internal Control Committee) established
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- 2014
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- Outside Directors introduced
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- 2011
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- Directors’ term of office shortened to one year
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- 2007
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- Officer retirement benefit system abolished
- A whistleblowing contact established within the internal audit department
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- 2006
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- Operating Officer system introduced
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- 1984
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- Corporate Planning Conference established
