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Directors, Audit & Supervisory Board Members

Directors, Audit & Supervisory Board Members

Representative Director & President
Hajimu Yoshimura

Hajimu Yoshimura

President

Director
Masaki Fujiwara

Masaki Fujiwara

Vice President and Operating Officer
Executive General Manager of Corporate Planning Division

Director
Hiroshi Zumoto

Hiroshi Zumoto

Senior Managing Operating OfficerCOO of Power Supply System
Executive General Manager of Power Supply
System Manufacturing Division
Chairman of the Board, SANREX LIMITED
Chairman of the Board, SANSHA ELECTRIC MFG. (GUANGDONG) CO., LTD.

Director
Hajime Katsushima

Hajime Katsushima

Managing Operating Officer COO of Semiconductor
Executive General Manager of Engineering
Research and Development Division
Chairman of the Board, Sansha Electric Manufacturing (Shanghai) Co., Ltd.

Director
(Independent Outside Director)
Akira Uno

Akira Uno

Outside Director, Hashimoto Sogyo Holdings Ltd.
Fellow ,School of Business at Graduate School of Economics, Kyoto University (Doctor of Economics)
Senior Executive Fellow, DMG Mori Co., Ltd.

Director
(Independent Outside Director)
Koichi Ina

Koichi Ina

Outside Director, Kubota Corporation
Chairman, Central Japan Industries Association

Audit & Supervisory Board Members
Ichiro Kitano

Ichiro Kitano

Audit & Supervisory Board Member, Sansha Solution Service Co., Ltd.
Audit & Supervisory Board Member, Suwa Sansha Electric Co., Ltd.

Audit & Supervisory Board Members
(Independent Outside Audit & Supervisory Board Member)
Kazuhiro Egawa

Kazuhiro Egawa

Head of Eiwa Law Office

Audit & Supervisory Board Members
(Independent Outside Audit & Supervisory Board Member)
Eriko Nashioka

Eriko Nashioka

Representative Director, Institute for Environmental Management
Outside Director (Audit and Supervisory Committee Member), FUKUSHIMA GALILEI CO. LTD., Ltd.
Outside Audit & Supervisory Board Member, OSAKA GAS CO., Ltd.

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
Audit & Supervisory Board Members Ichiro Kitano
Kazuhiro Egawa
Eriko Nashioka
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

  1. Such person has an excellent personality, knowledge and management sense, and is familiar with managerial issues.
  2. Such person has a superior ability to make analysis and judgment objectively from a company-wide perspective.
  3. Such person can state his/her opinion positively from a company-wide perspective.
  4. Such person can secure time and effort required to properly perform his/her duties and responsibilities as Director/Corporate Auditor.
  5. Such person satisfies statutory eligibility requirements for Director/Corporate Auditor.
  6. As for a candidate for Outside Director/Outside Corporate Auditor, such person satisfies the Company’s criteria for judgment of independence.
  7. 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.
  8. 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

  1. Cases where a material fact in violation of laws, regulations or the Articles of Incorporation is found.
  2. Cases where a significant deviation from the appointment criteria is found.
  3. Cases where the corporate value is significantly damaged by a failure to perform duties.
  4. 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

  1. Such person has an excellent personality, high ethical standards and is physically and mentally fit.
  2. Such person has a high level of expertise and abundant experience in areas such as business management, corporate management, legal affairs and accounting.
  3. Such person can secure sufficient time to attend board meetings, etc. and is qualified to perform his/her duties.
  4. 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.”

  1. Person who performs or has performed duties of the Group
  2. 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
  3. 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
  4. 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
  5. 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
  6. 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
  7. 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

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