We have established a system of governance, to ensure that we conduct our business in a proper manner.

Basic approach to corporate governance

Our goal is to maintain managerial soundness and increase corporate value from a medium to long-term perspective by building management organizational structures and systems and introducing necessary measures. In order to achieve this goal, we have adopted the following five points as basic policies.

Corporate governance framework

In order to achieve prompt decision-making, we adopted a corporate officer system in fiscal 2005, separating business execution (executive officers) from supervision (Board of Directors), thereby improving the effectiveness of supervision and management efficiency. During the General Meeting of Shareholders held on June 25, 2021, the Board of Directors was comprised of eight directors including three highly independent external directors (two of whom are women)

By establishing over 1/3 ratio of external directors, we ensured to provide appropriate advice on management and fair supervision.

Our deliberative bodies include the Management Committee and various other committees and councils. Especially, the Management Committee is composed of directors, corporate officers of executive corporate officers level and above, and senior corporate officers who also serve as division president, in order to exchange opinions among small number 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, 2021. Audit & Supervisory Board Members are appointed from among those who have extensive experience within the Company and knowledge of finance and accounting, and External Audit & Supervisory Board Members are appointed from among those who are highly independent and have broad experience and a high level of insight in corporate management and finance.

At least 1/3 of the Board of Directors consists of independent external directors

*The number of directors and auditors is current as of June 25, 2021

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.