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.
Corporate Philosophy
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Valuable Products for Society
Make a continuous effort to create products that are sought by society and contribute to the development of society by providing products of better quality -
Profits and Prosperity for the Company
Always endeavor to raise awareness, aim for prosperity, secure profits and fulfill social responsibility for the Company -
Happiness and Stability for Employees
Always look to the future in high spirits and ensure happiness and a stable life for employees through trust and cooperation
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. -
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. -
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 observer -
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. -
Regulation Committee
It is attended by Operating Officers and presidents of subsidiaries based in Japan.It discusses the creation of regulations and detailed rules as needed and delivers reports on important regulations to the Board of Directors. -
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. -
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
体制を採用する理由
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
| Representative Director & President |
 Hajimu Yoshimura President |
|---|---|
| Director |
 Masaki Fujiwara Vice President and Operating Officer |
| Director |
 Hiroshi Zumoto Senior Managing Operating OfficerCOO of Power Supply System |
| Director |
 Hajime Katsushima Managing Operating Officer
COO of Semiconductor |
| Director (Independent Outside Director) |
 Akira Uno Outside Director, Hashimoto Sogyo Holdings Ltd. |
| Director (Independent Outside Director) |
 Koichi Ina Outside Director, Kubota Corporation |
| Director (Independent Outside Director) |
 Eriko Nashioka Representative Director, Institute for Environmental Management Outside Director (Audit & Supervisory Committee Member), FUKUSHIMA GALILEI CO. LTD., Ltd. |
| Audit & Supervisory Board Members |
 Ichiro Kitano Audit & Supervisory Board Member, Sansha Solution Service Co., Ltd. |
| Audit & Supervisory Board Members (Independent Outside Audit & Supervisory Board Member) |
 Kazuhiro Egawa Head of Eiwa Law Office |
| Audit & Supervisory Board Members (Independent Outside Audit & Supervisory Board Member) |
 Maiko Ueda Director, Ueda Certified Public Accountant |
Skill Matrix
| Independence | Knowledge and experience particularly expected by the Company | |||||||
|---|---|---|---|---|---|---|---|---|
| Corporate management and management strategy | Overseas business experience | Business strategy | R&D and production | Finance and accounting | Legal affairs and compliance | |||
| Directors | Hajimu Yoshimura | ● | ● | ● | ● | |||
| Masaki Fujiwara | ● | ● | ● | ● | ||||
| Hiroshi Zumoto | ● | ● | ● | |||||
| Hajime Katsushima | ● | ● | ● | |||||
| Akira Uno | ● | ● | ● | |||||
| Koichi Ina | ● | ● | ● | |||||
| Eriko Nashioka | ● | ● | ● | |||||
| Audit & Supervisory Board Members | Ichiro Kitano | ● | ● | ● | ||||
| Kazuhiro Egawa | ● | ● | ● | |||||
| Maiko Ueda | ● | ● | ||||||
| Skills for ensuring the effectiveness of the Board of Directors | Reasons for selecting skills | Skill requirements | |
|---|---|---|---|
| Overall business management skills | Corporate management and management strategy | Requires management experience and achievements in corporate management and the formulation and promotion of management strategies to realize the Group’s growth strategy | Management experience as a representative director or officer in a company |
| Overseas business experience | Requires overseas business management experience, and knowledge and experience of an overseas business environment to respond to global business development | Experience as a representative of overseas subsidiary, head of overseas business division, or executive officer | |
| Business core skills | Business strategy | As the Company’s business area is a niche and highly specialized market based on power electronics technology, this position requires a high level of knowledge in such area as well as experience in executing business strategies | Executive in charge of business division, head of division and person with equivalent experience as senior management |
| R&D and production | Requires knowledge and experience to develop safe, secure, and high-quality products and realize integrated production from design to production | Executive in charge of R&D and production division, head of division and person with equivalent experience as senior management | |
| Functional core skills | Finance and accounting | Requires accurate financial reporting, efficient management of invested capital, and knowledge and experience to enhance shareholder returns | Executive in charge of accounting and finance division, head of division, person with equivalent experience and person with experience in auditing firm, etc. |
| Legal affairs and compliance | Requires knowledge and experience in legal affairs and compliance fields to ensure effective corporate governance and improve the effectiveness of the Board of Directors. | Experience as executive in charge of legal affairs and compliance, head of division, and person with experience in a law firm, etc. | |
Criteria for Appointment/Dismissal of Directors and Corporate Auditors
Appointment Criteria
- Such person has an excellent personality, knowledge and management sense, and is familiar with managerial issues.
- Such person has a superior ability to make analysis and judgment objectively from a company-wide perspective.
- Such person can state his/her opinion positively from a company-wide perspective.
- Such person can secure time and effort required to properly perform his/her duties and responsibilities as Director/Corporate Auditor.
- Such person satisfies statutory eligibility requirements for Director/Corporate Auditor.
- As for a candidate for Outside Director/Outside Corporate Auditor, such person satisfies the Company’s criteria for judgment of independence.
- The appointment of such candidate for Director maintains the diversity of experience and expertise, has the Board of Directors exercise its function most efficiently and effectively, and brings a balance so that management is supervised throughout the Company.
- The appointment of such candidate for Corporate Auditor brings a balance among knowledge, experience and expertise. At least one Corporate Auditor has considerable knowledge in finance and accounting.
Dismissal Criteria
- Cases where a material fact in violation of laws, regulations or the Articles of Incorporation is found.
- Cases where a significant deviation from the appointment criteria is found.
- Cases where the corporate value is significantly damaged by a failure to perform duties.
- Cases where an event occurs that makes appropriate execution of duties difficult.
Criteria for Appointment of Outside Officers and for Judgment of Independence of the Company
Criteria for Appointment of Outside Officers
- Such person has an excellent personality, high ethical standards and is physically and mentally fit.
- Such person has a high level of expertise and abundant experience in areas such as business management, corporate management, legal affairs and accounting.
- Such person can secure sufficient time to attend board meetings, etc. and is qualified to perform his/her duties.
- Such person satisfies statutory eligibility requirements for Outside Officer.
Criteria for Judgment of Independence
Outside Officers to whom none of the following conditions applies can be “Independent Officers.”
- Person who performs or has performed duties of the Group
- Person who performs duties of a major business partner of the Group (customer or supplier whose transaction amount exceeds 1% of the annual consolidated sales in the latest business period) or its parent company or important subsidiary
- Person who performs duties of a financial institution which is essential to the Group’s funding and cannot be replaced and on which the Group relies, or other major creditor or its parent company or important subsidiary
- Consultant, accountant, tax accountant or lawyer who earns money or other assets over 10 million yen (average of the past three years) in a year from the Group other than director’s remuneration
- Member of the audit firm which performs an accounting audit of the Group or staff who has been directly engaged in audit of the Group
- Person who performs duties of a major shareholder, a major shareholder organization or its group whose shareholding ratio is more than 10% in the Company’s latest shareholder registry
- Person who satisfied conditions 2 through 5 above in the past three years or a partner/relative within the second degree of kinship of a person listed in 1 through 6 above
Officer remuneration system
1.Basic stance
We have formulated a policy regarding the determination of remuneration for officers and the method for calculating it. It is as follows.
- The officer remuneration system must be intended to promote our continuous growth and medium- and long-term increase of our corporate value. It must encourage officers to perform their duties to their utmost abilities in accordance with our Group vision and to contribute to the improvement of financial results.
- On the basis of the data collected by outside research bodies, remuneration for officers will consist of base remuneration, which is a fixed amount for individual posts, and performancebased remuneration, to ensure that the sound incentives matched with the Directors’ duties will serve their intended functions.
- Remuneration for Outside Directors and for inside and outside Audit & Supervisory Board Members will consist solely of base remuneration, as they are independent from the execution of business and variable performancebased remuneration is not appropriate for them.
2.Stance on performancebased remuneration
The performance indicator for performance-based remuneration is consolidated operating profit ratio, chosen because it is the most important performance indicator related to the evaluation of performance during the fiscal year under review. We calculated performance-based remuneration by multiplying the standard amount for the specific post by the coefficient appropriate to the consolidated operating profit ratio. The amount of performance-Stance on performancebased remuneration based remuneration for Directors is discussed by the Nomination and Compensation Committee in accordance with the consolidated operating profit ratio for the fiscal year under review and reported to the Board of Directors. The Board of Directors determines the amount of performance-based remuneration for Directors in accordance with the report from the Nomination and Compensation Committee.
3.Matters regarding nonmonetary remuneration
The Company has introduced the performance-based stock compensation plan (hereafter, the “Plan”) as non-monetary remuneration. The purpose of the Plan is to increase Directors’ motivation to contribute to improved business results and enhanced corporate value in the medium and long term by further clarifying the link between Directors’ remuneration and the Company’s business performance and stock prices and having Directors share the benefits and risks of stock price fluctuations with shareholders. Points will be granted to each Director according to their position and the degree of achievement of performance targets, etc., based on the stock issuance rules established by the Board of Directors. In principle,the Company’s stock is granted to the Directors when they retire from office. Regarding the upper limit in the amount of money to be provided to the trust as a fund for the acquisition of stock, the initial period of the trust will be approx. four years, and under the Plan and during the period covered, the Company will offer up to 320 million yen, which is the amount of funds for the acquisition of stock necessary for granting the Company’s stock to Directors, as compensation for the Directors who are in office during the period covered. Regarding the upper limit for the granting of the Company’s stock to Directors, the total number of points allocated to Directors shall not exceed 40,000 points per fiscal year.
4.Matters regarding a resolution of the General Meeting of Shareholders on remuneration for officers and others
A resolution on monetary remuneration for Directors was passed at the ordinary General Meeting of Shareholders for the 74th term that took place on June 27, 2008, establishing an annual upper limit of 300 million yen, excluding the employee wages of any Director who is also an employee. Resolution on the monetary compensation for Audit & Supervisory Board Members was adopted by the ordinary General Meeting of Shareholders for the 59th term that took place on June 28, 1993 to set an annual upper limit of 40 million yen.
5.Matters regarding determination of remuneration for individual officers and others
Base remuneration for Directors for the fiscal year under review is the fixed remuneration for specific posts under the Regulations on Remuneration for Directors and has been discussed by the Nomination and Compensation Committee on the basis of officer remuneration data surveyed by an outside research body. The determination of remuneration for individual Directors is delegated to Hajimu Yoshimura as Representative Director & President, on the basis of the resolution of the Board of Directors. The Representative Director & President will determine remuneration in accordance the amounts of remuneration for individual Directors reported after deliberations by the Nomination and Compensation Committee within the limit on total remuneration in accordance with other resolutions that have been adopted at the General Meeting of Shareholders. The reason this duty has been delegated is that we believe the Representative Director & President can appropriately determine the remuneration for individual Directors in consideration of our overall financial results and other facts. The Nomination and Compensation Committee reviews the appropriateness of the determination of remuneration under the delegated authority prior to decisions coming into affect. Remuneration for Audit & Supervisory Board Members is determined through deliberation among them within the limit for the total remuneration for Audit & Supervisory Board Members as determined by a resolution passed at the General Meeting of Shareholders.
