We have established a system of governance, to ensure that we conduct our business in a proper manner.
Basic approach to corporate governance
NHK Spring maintains sound management while aiming to heighten corporate value from a medium to long-term perspective by building organizational systems and structures for management and introducing necessary measures.
Moreover, we have included the five points below to realize these objectives as basic policies.
Corporate governance framework
NHK Spring utilizes the General Meeting of Shareholders and the Board of Directors as decision-making bodies. In order to achieve prompt decision-making, we adopted a corporate officer system in fiscal 2005. In doing so, we separated the officerships (corporate officers) from the corporate oversight positions (Board of Directors), thus enhancing the effectiveness of oversight and the efficiency of management. During the annual General Meeting of Shareholders held on June 25, 2020, the number of outside directors was increased by one, for a total of eight directors of three are highly independent external directors (two of whom are women). By establishing a 1/3 ratio of external directors, we ensured the ability to provide appropriate advice on management and fair supervision.
Our deliberative bodies include the Board of Managing Directors and various other committees and councils. The Board of Managing Directors in particular is made up of a full-time director, a corporate officer at the executive level or higher, and senior corporate officers serving concurrently as division presidents to facilitate an exchange of ideas between a small group of people.
As an auditing body, the Audit & Supervisory Board has appointed four corporate auditors, —two of whom are external corporate auditors (one of them female)—as of June 25, 2020. Candidates with a wealth of company-internal experience, as well as finance and accounting knowledge and experience are appointed to full-time corporate auditorships. Highly independent candidates who also have extensive experience and high-level expertise in corporate management and finance are appointed to external corporate auditorships.
|At least1/3 consists from highly independent external directors|
※The number of directors and auditors is current as of June 25, 2020.
Board of Directors effectiveness evaluation
NHK Spring regularly conducts self-evaluations of the Board of Directors in the form of questionnaires administered to each member of the Board of Directors and of the Audit & Supervisory Board.