Governance
We will improve and enhance our corporate governance and ensure the transparency of our business by disclosing information appropriately and on a timely basis, aiming to be a company trusted by people.
Corporate Governance
With the changes of the times, corporate governance is becoming more and more important.The Shibaura Mechatronics Group positions corporate governance as a management governing function to "increase medium- to long-term corporate value for shareholders, customers, employees, and society," aiming for the enhancement of governance with the understanding that it is a top-priority issue for management.
Compliance with Standards of Conduct
The Group has established the "Shibaura Group Standards of Conduct" as a foundation based on which each officer or employee can take action. It clearly states the items to be complied with related to laws, social norms, and ethics, and based on these standards of conduct, we develop and promote various structures and initiatives.
Shibaura Group Standards of Conduct |
---|
|
Corporate Governance Structure

Board of Directors
The Board of Directors consists of five members, with two of them being outside directors, and aims for the enhancement of corporate governance. At a monthly Board of Directors meeting, they not only make decisions on important matters related to management but also request reports on the status of the execution of business operations and promote the active exchange of opinions and discussion regarding policies on management while having the execution of business operations supervised by other directors and auditors.
Name | Specialty |
---|---|
Keigo Imamura | Business administration and technology |
Yoshiaki Kurokawa | Business administration and technology |
Kazutoshi Horiuchi | Business administration and sales |
Tomoko Inaba | Law |
Yuichiro Takada | Business Administration |
- *The descriptions on specialties are as follows.
- Business administration
A person who has been appointed as an executive director or officer in the Company or another company and is recognized to have knowledge and experience related to business administration. - Technology
A person who has belonged to the technical department in the Company and is recognized to have knowledge and experience related to technologies pertaining to the Company's business. - Sales
A person who has belonged to the sales department in the Company and is recognized to have knowledge and experience related to sales and marketing pertaining to the Company's business. - Law
A person who holds an attorney's license and is recognized to have knowledge and experience related to laws and compliance.
- Business administration
Board of Corporate Auditors
The Board of Corporate Auditors consists of four members,with three of them being outside auditors. The auditors work together in close coordination, have prior discussions on proposals to be submitted to the Board of Directors at a Board of Corporate Auditors meeting, etc. held before the monthly Board of Directors meeting, and participate in the Board of Directors meeting, expressing opinions appropriately and on a timely basis. An auditor's audit is conducted based on the Code of Audit and Supervisory Board Member Auditing Standards according to the policy and plan on audits, determined by the Board of Corporate Auditors after discussions with the Corporate Audit Division operating as the internal control department.The auditors and the corporate accounting auditor work together in close coordination with regard to the policy and plan on audits, engage in information exchanges, and have prior discussions.
Internal Control Department
The "Corporate Audit Division" (with five members) has been established within the internal control department as an organization under the direct control of the President. This division, which has functions to enhance the Company's corporate governance and check compliance with corporate ethics and awareness, conducts internal auditing based on the Internal Auditing Implementation Regulations with a focus on the auditing of operational adequacy according to the policy and plan on audits determined by the executive general manager of the Corporate Audit Division after discussing with the auditors, using the voluntary audit results of each department as reference. It reports audit results not only to the representative director but also to the Board of Directors and auditors. Regarding items to be improved, the Corporate Audit Division proposes an improvement plan, tracks its progress,and encourages each department to voluntarily work toward improvements.
Corporate Accounting Auditor
PricewaterhouseCoopers Japan LLC has been appointed as the corporate accounting auditor, conducting audits with auditors in accordance with the Companies Act and the Financial Instruments and Exchange Act.
Personnel and Remuneration Advisory Committee
In the Company, the Personnel and Remuneration Advisory Committee has been established under the Board of Directors as a voluntary and independent advisory body mainly composed of independent outside directors, in order to strengthen the independence, objectivity, and accountability of the functions of the Board of Directors relating to matters such as the nomination and remuneration of management personnel and directors. The Personnel and Remuneration Advisory Committee is composed of three members, that is, two independent outside directors and one representative director, appointed as committee members by the resolution of the Board of Directors, and the representative director serves as the committee's president and chairperson. This committee holds meetings as necessary to discuss matters relating to the personnel affairs and remuneration of directors and vice presidents, and reports their conclusions to the Board of Directors.
Succession Plans
Discussions regarding succession plans for directors and vice presidents, including the Representative Director, President, and Chief Executive Officer (CEO), are led by the Personnel and Remuneration Advisory Committee, a voluntary and independent advisory body mainly composed of independent outside directors. In FY2023, the Personnel and Remuneration Advisory Committee identified the experience, track record, expected skills, and mindset required of officers based on current and future management strategies as the "ideal President" and "ideal vice president," respectively. In addition to establishing specific criteria for their judgment, the Committee also receives regular reports on the execution of training programs, establishing a structure to monitor their implementation.
The actual selection of directors and vice presidents is decided following discussions by the Personnel and Remuneration Advisory Committee and deliberations by the Board of Directors, ensuring a structure that enhances the independence and objectivity of decisions made regarding personnel affairs of directors and vice presidents.
Basic Policy on the Remuneration of Officers
Remuneration of Directors
The remuneration of directors of the Company consists of a performance-based bonus and stock remuneration using a trust, in addition to a basic remuneration, functioning as a sound incentive toward the sustainable growth of the Company.
Their compositional ratio is determined by considering the balance of fixed remunerations and variable remunerations.
- A basic remuneration is a fixed remuneration paid on a monthly basis, which is determined based on standards set according to the position assumed as a director as well as standards concurrently assumed.
- A bonus is a performance-based variable remuneration,which is determined based on the positio, consolidated operating income growth level in a single fiscal year, and Company-wide performance achievement level. Regarding the time and method for paying a bonus, it is to be paid after the end of each fiscal year in one payment. The content of performance indicators based on which the performance achievement level is measured is determined based on the consolidated performance for a single fiscal year.
- Stock remuneration is a performance-based variable remuneration. The trust that the Company has established by contributing money acquires our shares, and the Company determines the number of points assigned to each director according to certain standards related to their position and the Company-wide performance achievement level. Then, a number of our shares equivalent to the number of points is delivered to each director through this trust. Our shares are to be delivered on a designated date every year. The content of performance indicators based on which the performance achievement level is measured is determined based on the "Share Delivery Regulations" with reference to the Medium- Term Management Plan.
Remuneration of Auditors
The remuneration of auditors of the Company is determined with consideration for various factors such as their full-time / part-time status, their share of auditing duties, and the content and level of the remuneration of directors, functioning as an incentive toward the establishment of a high-quality corporate governance structure that works harmoniously with the Board of Directors.
Risk Management
Structure of Risk Management and Compliance Promotion
The Shibaura Mechatronics Group has established "Risk Management Regulations" grounded in the "Shibaura Group Standards of Conduct," working on the promotion of risk management and compliance.
As a promotion structure, we appoint a CRO*, and analyze and evaluate risks as well as supervise the formulation of basic policies and plans in addition to their implementation status through the "Risk and Compliance Committee" chaired by the CRO. In the case that risks or compliance violations materialize and develop into significant crisis risks requiring emergency measures, we will establish the "Crisis Management Committee" and develop a structure to ensure that we can promptly respond to the situation on a Company-wide level.
We have confirmed that there were no cases in which significant crisis risks materialized and that risks were properly managed in FY2023.
- *CRO: Chief Risk and Compliance Management Officer


Identification and Evaluation of Significant Risks
The Company formulates a risk map consisting of two axes,"impact" and "event probability," to grasp risks related to management activities. We conduct the analysis and evaluation of risks by means of the "Risk and Compliance Committee" and report identified significant risks and their countermeasures to the Board of Directors.


Information Security
With regard to information possessed by the Shibaura Mechatronics Group such as technical information, customer information, and personal information, we have formulated a policy on information security and are making efforts to enhance security. More specifically, we clarify the roles and responsibilities of management officers allocated at each department and Group company under the supervision of the CIO*, serving as a person in charge of the Company-wide management of information security, and the "Information Security Committee" audits the status of activities while finalizing policies and measures. We have established various rules similar to those of ours for our Group companies to carry out measures related to information security.
- *CIO: Chief Information Officer
Compliance
Basic Policy on Compliance
In recent years, it has become necessary to pay close attention to corporate ethics and social norms as well as to legal compliance in order to carry out sound business activities.The Shibaura Mechatronics Group thinks that it is necessary for all officers and employees to recognize the importance of corporate social responsibility and behave with public decency. Under the "Shibaura Group Standards of Conduct," we will comply with various laws and regulations, company rules, and social norms as well as strive for thorough compliance.
Prevention of Bribery
The "Shibaura Group Standards of Conduct" stipulate that officers and employees shall refrain from receiving any personal benefits in relation to their duties from procurement partners in "3. Procurement" and that they shall not make improper payments that violate laws and regulations as well as sound business practices in "7. Bribery." We have also formulated the "Anti-Bribery Guidelines" in order to enforce these rules, calling on all officers and employees to act in accordance with the guidelines. There were no cases of violations in FY2023, including Group companies.
Export Control
The Group complies with laws and regulations related to export transactions and executes business operations in accordance with their legislative intent, in order to avoid involvement in any transaction that may impair the maintenance of international peace and safety. In addition to stipulating items related to "9.Export Control" of the "Shibaura Group Standards of Conduct,"
Report System (Hotline)
The Group has established the "Risk Consultation Hotline" as a means to prevent risks associated with compliance violations,to detect such risks at an early stage, and to ensure a prompt and appropriate response. This hotline service is operating as a consultation and reporting desk available for employees of the Group, and it can be used anonymously. It is also possible for users of the service to request a consultation with the risk and compliance supervising department, a full-time auditor, or an attorney serving as an outside director of the Company.
In case of a consultation or report, the risk and compliance supervising department will promptly and appropriately conduct an investigation and take necessary corrective actions.
In order to protect whistleblowers, the "Shibaura Group Standards of Conduct" stipulate that whistleblowers shall not suffer any disadvantages and that their names shall not be disclosed without their consent. In FY2023, we had four consultations, and we have already properly investigated them and taken corrective actions.
Risk Consultation Hotline
The risk and compliance supervising department contacts the whistleblower to confirm the details and provide feedback multiple times, as necessary (in case of an attributed report).


Implementation of Compliance Education
With the aim of increasing officers and employees' knowledge and awareness on compliance, we implement compliance training every year. Mainly, in addition to a training program to provide knowledge on compliance necessary for each position, we implement theme-based e-learning programs (on information security, the Subcontract Act, export control, etc.) in principle for all employees of the Group.