Corporate Governance

Corporate Governance Initiatives

We will strive to communicate with our business partners, investors and shareholders, enhance our corporate governance system, ensure compliance, strengthen risk management, and aim for highly transparent management.

Basis 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.

Audit & Supervisory Board

The Audit & Supervisory Board consists of three members: Michinari Sougawa (chairman: full-time audit & supervisory board member),Minoru Takenaka (outside audit & supervisory board member),Takashi Yoneyama (outside audit & supervisory board member). The Auditor’s Office has been established to assist the audit & supervisory board members.
Each audit & supervisory board member conducts audits in accordance with the audit policy, allocation of duties, etc. determined by the Audit & Supervisory Board, and audits the execution of duties by directors.

Internal Audit

The Group Audit Department has been established as an internal audit organization consisting of seven members.
This department conducts operational audits of each division within JUKI CORPORATION and its group companies.

Nominating and Compensation Advisory Committee

We have established a Nominating and Compensation Advisory Committee as a voluntary advisory body under the Board of Directors for the purpose of strengthening the independence, objectivity and accountability of the Board of Directors’ functions related to the nomination and compensation of the management team (directors, audit & supervisory board members, etc.).
This committee consists of Yutaka Hori (chairman of the committee: outside director), Junko Watanabe (outside director),Hiroko Nihei (outside director), and Atsushi Narikawa (Representative Director & President).

Executive Officer System and Executive Position System

We have introduced an Managing Officer System and an Executive Position System covering excutive officers equivalent to executive officers other than executive officers with specific titles, in order to facilitate business execution and clarify responsibilities.
The managing officers are also members of the Board of Directors, except directors Yutaka Hori, Junko Watanabe, and Hiroko Nihei. The number of executive officers with specific titles is 3, while the number of executive officers is 17.
We also position and develop excecutiveofficers as a group to succeed the managing officers with specific titles, and work to invigorate young employees by selecting them as corporate officers.
The Management Strategy Council is organized under the Board of Directors and attended by directors, managing officers with specific titles in charge, excecutive officers in charge, and department heads in charge. This council is a body to discuss basic management policies and strategies from various perspectives with a view to enabling more appropriate decision-making and execution of business operations regarding the corporate group consisting of JUKI and its group companies.
Of the matters discussed at the Management Strategy Council, particularly important matters are decided by the Board of Directors.

Organizational Design

Design of the Organization	Company with Audit & Supervisory Board Members
Total number of directors	6 (3 inside, 3 outside)
Ratio of outside (independent) directors	50%
Office term for directors	1 year
Adoption of an executive officer system	Yes
Voluntary advisory body to the Board of Directors	Nominating and Compensation Advisory Committee

Past initiatives to strengthen corporate governance

2015	The “JUKI Group Employees’ Code of Conduct” is established.
2018	The “JUKI Group Corporate Philosophy System Chart” is established. A Nominating and Compensation Advisory Committee is established.
2020	An executive position system covering corporate officers equivalent to executive officers other than executive officers with specific titles is introduced.
2021	The Representative Director, Chairman and CEO (Chief Executive Officer) and Representative Director President and COO (Chief Operating Officer) positions are established.
2022	A Restricted Stock-based Remuneration Program for directors (excluding outside directors), etc. is introduced. A Sustainability Promotion Committee is established.
2023	The Representative Director, Chairman and CEO (Chief Executive Officer) concurrently serves as COO (Chief Operating Officer). The Board of Directors consists of 2 inside directors and 3 outside directors. An outside director is appointed chairman of the Nominating and Compensation Committee.
2024	The Representative Director & Chairman and Representative Director & President are independently appointed. The Board of Directors consists of 3 inside directors and 3 outside directors. The Audit & Supervisory Board consists of 1 inside audit & supervisory board member and 3 outside audit & supervisory board members.
2025	The Board of Directors consists of 3 inside directors and 3 outside directors. The Audit & Supervisory Board consists of 1 inside audit & supervisory board member and 2 outside audit & supervisory board members.