Corporate Governance and Internal Control
With conscience and integrity, Nidec aims to earn society’s trust, and increase corporate value sustainably based on the motto, “high growth, high profit, and high share price”
Purpose of the Nidec Group’s corporate governance system
By exercising corporate governance, the Nidec Group intends to become a conscientious and principled company that earns society’s trust, and to increase corporate value sustainably based on the motto, “high growth, high profit, and high share price.” It is to this end that we maintain and enhance our internal control, run our business healthily and efficiently, and disclose information appropriately to increase the transparency of the company’s business operations.
Corporate governance system
Nidec’s basic policy is to exercise the motto, “high growth, high profit, and high share price” to enhance its business management and management system based on “the Aim of the Nidec Corporation” and the “Three Principles of Our Operations.” Working to realize these principles are, among other organizations, the Board of Directors, the Audit & Supervisory Board, and members of the Audit & Supervisory Board that are required based on the Companies Act of Japan, as well as the Management Meeting and the Meeting of Management and Managing Directors.
Board of Directors, members of the Audit & Supervisory Board, and the Audit & Supervisory Board
Nidec’s Board of Directors makes decisions on important business management matters, while supervising the execution of business operations. The members of the Audit & Supervisory Board and the Audit & Supervisory Board audit the duties executed by the Board of Directors, and perform accounting audits. The members of the Board of Directors and of the Audit & Supervisory Board respectively have on board highly independent external members who have no particular relationships with the company, to enhance the function of auditing and supervising the company’s business management. The company’s nine-member Board of Directors, with two external members, uses its members’ abundant experience and high-level expertise to make decisions on important business matters, while supervising the execution of duties. Three out of the five members of the Audit & Supervisory Board are external members, and the Board audits and supervises the company’s business management based on the members’ abundant experience and high-level expertise and also by taking an objective and neutral stance.
The remuneration amount of the members of the Board of Directors and the Audit & Supervisory Board is decided based on the company’s business performance results, and the aggregate remuneration amount of the members of the Board of Directors and the Audit & Supervisory Board is decided within the limit adopted in the General Meeting of Shareholders, and disclosed.
Attendance record of the members of the Board of Directors to the meetings of the Board of Directors (FY2017)
|Member||Number of meetings members to attend||Number of the times the members attended the meetings||Attendance ratio|
*Member(s) of the Board of Directors who resigned from their posts in the Regular General Meeting of Shareholders in June 2018
The Management Meeting is held monthly to: summarize the company’s financial performance results for the month; consider important company-wide matters involving administrative departments, group companies, Business Units, and other organizations; understand the status of executed duties; and determine business directions.
The Executive Management Meeting with Senior Vice Presidents and Above (Jomu-kai), an advisory body to Chairman, is held weekly. Chaired by President, this meeting deliberates overall business executive policies as well as important matters.
Vice Presidential system
The company is managed based on a Vice Presidential system, in which the roles of the members of the Board of Directors, who are required by law to be responsible for managing and supervising the company, are clearly defined and differentiated from those of the Vice Presidents, who are responsible for executing duties. The Vice Presidential system expedites discussion by concentrating the focus of the Board of Directors on the company’s overall business decisions, while promoting prompt decision making by transferring authority from the members of the Board of Directors to the Vice Presidents.
Nidec’s corporate governance organization
Internal control system
The company has compiled the basic policies of the Nidec Group’s internal control as the “Nidec Policy Manual,” With the establishment of and execution of duties by the Corporate Administration & Internal Audit Department, the company maintains and improves the effectiveness of the internal control system in financial statements, as required by Article 24-4-4, Paragraph 1 of the Financial Instruments and Exchange Act of Japan.
The company has a Compliance Committee, a Risk Management Committee, and a CSR Committee under the Board of Directors, with a Compliance Office, a Risk Management Office, and a IR and CSR Promotion Department respectively serving as their secretariats to nurture a corporate culture of acceptance of internal control, and rigorous strengthening of the company’s internal control system.
Nidec Group companies’ corporate governance
Nidec Group companies act based on the Nidec Corporation’s business philosophies and policies, and are part of the Nidec Corporation’s internal control system. The company seconds its officers and employees to group companies, but individual group companies try to maintain their independence, especially by taking into account the opinions of the external members of their Audit & Supervisory Board, experts, etc., and thoroughly discussing matters before making business decisions based on the respective group companies’ circumstances.
*For more about Nidec’s corporate governance and internal control systems, see the Corporate Governance page.