Basic Approach
From the perspective of ensuring sound and efficient management, and in order to live up to the trust of our stakeholders, we consider the appropriate maintenance and operation of our corporate governance system to be one of our most important tasks. Our work to improve and enhance this system will remain a top priority as long as we do business.
We will also enhance management transparency through timely and accurate information disclosure.
Corporate Governance Structure
Board of Directors
The six directors making up the Board of Directors, Atsushi Narikawa,Hiroshi Anzai,Keiichi Hashimoto,Yutaka Hori (outside director),Junko Watanabe (outside director),and Hiroko Nihei (outside director), make decisions on matters required by law and important management matters, and supervise the status of business execution on a continuous basis.
Training of Directors and Audit & Supervisory Board Members
We appoint persons who are fully capable of fulfilling the roles and responsibilities expected of directors and audit & supervisory board members, including outside officers. We encourage new officers who are promoted internally to understand the roles and responsibilities they are expected to acquire as directors, including legal knowledge, through the use of external training sessions.We also conduct activities to familiarize outside directors and outside audit & supervisory board members with the company’s business and functions, both at the time of their appointment and periodically thereafter.
*As of March 25, 2024
Structure of the Board of Directors
Skill Matrix of the Company’s directors
| Name | Independent Outside Director |
Knowledge, Experience, and Abilities possessed by directors | |||||||
|---|---|---|---|---|---|---|---|---|---|
| Corporate Management |
Finance and Accounting |
Legal and Compliance |
Global Affairs |
Sales and Marketing |
Manufacturing / Quality Control / Research and Development |
Environment and Society |
Personnel Labor and Human Resources Development |
||
| Atsushi Narikawa | ー | ○ | ○ | ○ | ○ | ○ | ー | ○ | ○ |
| Hiroshi Anzai | ー | ○ | ー | ○ | ー | ○ | ○ | ○ | ー |
| Keiichi Hashimoto | ー | ○ | ー | ○ | ○ | ー | ○ | ○ | ○ |
| Yutaka Hori | ○ | ○ | ー | ○ | ○ | ー | ー | ○ | ○ |
| Junko Watanabe | ○ | ○ | ○ | ー | ー | ○ | ー | ○ | ○ |
| Hiroko Nihei | ○ | ー | ー | ○ | ○ | ー | ー | ○ | ○ |
Outside Directors
| Name | Reasons for the appointment of these outside directors | Fiscal 2024 Board of Directors Attendance |
|---|---|---|
| Yutaka Hori | He has served as Outside Director of the Company since 2016, and his term of office will have been nine(9) years at the conclusion of this Ordinary General Meeting of Shareholders. The Company determined that he is an appropriate person to serve as Outside Director because he can be expected to play a role in providing pertinent advice and making decisions on corporate management such as compliance based on the legal expertise he has built up as an attorney over many years and his experience serving as director for other companies in the business world. | 15 of 15 meetings |
| Junko Watanabe | She has served as Outside Director of the Company since 2023, and her term of office will have been two (2) years at the conclusion of this Ordinary General Meeting of Shareholders. The Company determined that she is an appropriate person to serve as Outside Director because she can be expected to play a role in providing pertinent advice and making decisions based on her extensive experience and knowledge in diversity management and business management, as well as her deep insights and supervisory capabilities in corporate management as a corporate manager. | 15 of 15 meetings |
| Hiroko Nihei | She has served as the Company's external auditor since 2023 and will have been in office for two(2) years at the conclusion of this Annual General Meeting. The Company determined that she is an appropriate person to serve as Outside Director, because she has extensive experience in legal affairs, including specialist legal knowledge and international commercial affairs cultivated as a lawyer, as well as experience as a director and auditor of other companies in the business world, and is expected to provide accurate advice and decision-making, including on compliance matters. | 15 of 15 meetings |
-
*
Hiroko Nihei was engaged as an “Outside Audit & Supervisory Board Member” in fiscal 2024.
Outside Audit & Supervisory Board Members
| Name | Reason for the appointment of these outside audit & supervisory board members |
|---|---|
| Minoru Takenaka | He has served as Outside Audit & Supervisory Board Members of the Company since 2024, and his term of office will have been one(1) years at the conclusion of this Ordinary General Meeting of Shareholders. He has experience in auditing startups at an auditing firm and considerable knowledge of accounting as a certified public accountant and tax accountant. We believe that we can expect him to provide advice and audits that utilize his specialized knowledge and experience in strengthening our audit system, and therefore we have determined that he is suitable for the position of outside auditor. |
| Takashi Yoneyama | He has served as Outside Audit & Supervisory Board Members of the Company since 2024, and his term of office will have been one(1) years at the conclusion of this Ordinary General Meeting of Shareholders. Based on his specialized legal knowledge and wide-ranging experience in international legal affairs that he has acquired as an attorney at law, we expect him to be able to provide competent advice and expertise in areas such as compliance, intellectual property disputes, and risk management, and therefore believe that he is well qualified to serve as an outside auditor. |
-
*
As Minoru Takenaka and Takashi Yoneyama assumed office in fiscal 2024, they did not attend the Board of Directors meetings held in fiscal 2023.
Compensation System for Officers
Policy for Determining the Details of Compensation, etc. for Individual Directors
Basic Policy
The remuneration, etc., for Directors of the Company, is provided under a remuneration system whereby incentives function to enhance the company’s sustainable growth and corporate value.
The total amount of remuneration for directors is determined at the Ordinary General Meeting of Shareholders. The amount consists of a “Monthly Remuneration (fixed remuneration),” a “Performance-based Remuneration (bonus)” that varies according to the achievement of the consolidated performance targets, and a “Restricted Stock-based Remuneration.”
Directors’ monthly remuneration is determined based on the evaluation of the Director’s responsibilities every fiscal year. Performance-linked remuneration (bonus) is determined based on the evaluation of individual performance and achievement and paid at a determined point in time every fiscal year by taking into account comprehensive factors, including the status of achieving company business performance and dividends and calculating the total payment amount using consolidated ordinary profit as a key indicator, which reflects the level of earning power of the Company Group.
To promote further value-sharing with shareholders, we will also determine the Restricted Stock-based Compensation by allocating shares in a quantity commensurate with job responsibilities, based on an evaluation of job responsibilities performed in each fiscal year. Since the consolidated ordinary income for fiscal year 2024 was a loss of 3,327 million yen, no performance-linked remuneration (bonuses) was paid.
Remuneration, etc., for Outside Directors consists of only monthly remuneration from the viewpoint of their role of overseeing and supervising management and their independence.
The overview of restricted stock-based remuneration is as follows:
- -Maximum amount of Restricted Stock Compensation
- 50 million yen in total (per year)
- -Maximum number of shares to be granted
- 100,000 shares (per year)
- -Transfer restriction period
- Until the day of resignation
Determination process
In the process for determining directors’ remuneration, etc., the Nominating and Compensation Advisory Committee, a body consisting of 4 directors, including 3 independent outside directors, deliberates on remuneration proposals made by the Representative Director, Chairman and reports to the Board of Directors, with a view to strengthening the independence and objectivity of the functions related to the determination of director’s remuneration.
The Board of Directors deliberates and decides on the appropriateness of the report received from the Committee.
With respect to the individual remuneration of directors for the current fiscal year, the Board of Directors has confirmed that the method of determining the details of remuneration and the details of the determined remuneration are consistent with the decision policy approved by the Board of Directors, and has judged that they are in line with the said decision policy, based on the report from the Committee.
Matters related to the resolution of the Board of Directors concerning remuneration, etc.
The 92nd Ordinary General Meeting of Shareholders held on June 28, 2007, resolved that the maximum amount of the remuneration, etc. for the Directors (excluding employee salary for employees concurrently assuming a position as a Director) and Audit & Supervisory Board Members of the Company would be 480 million yen per year, respectively. The number of directors at the conclusion of the said Ordinary General Meeting was 9.
In addition, pursuant to a resolution adopted at the 107th Ordinary General Meeting of Shareholders held on March 28, 2022, the annual amount of the Restricted Stock-based Compensation within the scope of the above compensation, etc. for Directors other than Outside Directors shall not exceed 50 million yen, and the maximum number of shares shall not exceed 100,000.
The number of directors other than outside directors at the conclusion of the said Ordinary General Meeting of Shareholders was 3.
Corporate Governance Reports
Please see the page below for JUKI Corporate Governance Reports.