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.” The main organizations in place to realize these basic policies include the Board of Directors and the Audit and Supervisory Committee, both in accordance with the Companies Act of Japan, and executive organs of the Executive Management Meeting (Keiei-kaigi) and the Management Committee.
Board of Directors and the Audit and Supervisory Committee
Nidec’s Board of Directors makes decisions on important business management matters, while supervising the execution of business operations. The Audit and Supervisory Committee, which audits the members of the Board of Directors for the execution of their duties, receives audit reports from the Accounting Auditor. We have onboard people with no special relationship with the company and who are highly independent of it as Outside Directors, to enhance the supervisory function of the company’s business management, and its transparency and objectivity. Pursuant to the resolution from a meeting of the Regular General Meeting of Shareholders held in June 2021, the company’s Board of Directors comprises nine members, five of whom are Outside Directors.
The amount of the compensation, etc., for members of the Board of Directors and members of the Audit and Supervisory Committee is decided based on the company’s financial performance, and the total amount of the remuneration for the members of the Board of Directors is decided within the limit resolved in the Regular General Meeting of Shareholders, and disclosed.
Attendance of the members of the Board of Directors to the meetings of the Board of Directors and individual committee meetings（FY2020）
|Number of times of attendance / the meeting held (attendance rate)|
|Meetings of the Board of Directors||Audit and Supervisory Committee||Remuneration Committee|
|Shigenobu Nagamori||22/22 (100.0%)||-||1/1 (100.0%)|
|Jun Seki||17/17 (100.0%)||-||1/1 (100.0%)|
|Kazuya Murakami||22/22 (100.0%)||15/15 (100.0%)||-|
|Hiroyuki Ochiai||22/22 (100.0%)||15/15 (100.0%)||-|
|Teiichi Sato||22/22 (100.0%)||-||1/1 (100.0%)|
|Osamu Shimizu||20/22 (90.9%)||-||1/1 (100.0%)|
|Takeshi Nakane||22/22 (100.0%)||15/15 (100.0%)||-|
|Aya Yamada||16/17 (94.1%)||10/10 (100.0%)||-|
|Takako Sakai||17/17 (100.0%)||10/10 (100.0%)||1/1 (100.0%)|
|Hiroyuki Yoshimoto||5/5 (100.0%)||-||-|
|Hiroshi Kobe||5/5 (100.0%)||-||-|
|Mikio Katayama||5/5 (100.0%)||-||-|
|Akira Sato||5/5 (100.0%)||-||-|
|Toshihiko Miyabe||5/5 (100.0%)||-||-|
*For Mr. Jun Seki, Ms. Aya Yamada, and Ms. Takako Sakai, the record of their attendance to Audit and Supervisory Committee meetings since June 17, 2020, when the three were appointed to serve as members of the company’s Board of Directors, is shown. Messrs. Hiroyuki Yoshimoto, Hiroshi Kobe, Mikio Katayama, Akira Sato, and Toshihiko Miyabe left office as members of the Board of Directors on June 17, 2020.
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 Management Committee, an advisory organ to Representative Director and Chairman, is held twice a month in principle. Chaired by Representative Director and President, the Committee deliberates the company’s overall business execution policies, plans, and various important issues.
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
We instituted the Nidec Group's basic policies on its internal control in a “Nidec Policy Manual,” and have Corporate Audit & Internal Control Department conduct audits to maintain and improve the efficacy of the internal control in financial reports, as so requested by Article 24-4-4-1 of Japan's Financial Instruments and Exchange Act.
Additionally, under our Board of Directors, we have in place a Compliance Committee, a Risk Management Committee, an Information Security Management Committee, and a CSR Committee, for each of which Legal & Compliance Department, Risk Management Office, Information Security Management Office, and IR-CSR Promotion Department serve as secretariats respectively, to build a corporate culture that promotes internal control, and reinforce its management 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.