Corporate Governance Report
Last Update: June 04, 2021
TAIYO YUDEN CO., LTD. Shoichi Tosaka President and Chief Executive Officer Contact: 03-6757-8310 Securities Code: 6976
https://www.yuden.co.jp/ut/
The corporate governance of TAIYO YUDEN CO., LTD. (the "Company") is described below.
- Basic Views on Corporate Governance, Capital Structure, Corporate Profile and
Other Basic Information
1. Basic Views | Update |
Basic Policy for corporate governance
The management philosophy of the TAIYO YUDEN Group consists of "employee well-being," "betterment of local communities" and "responsibility to provide returns to shareholders," and the vision of the Group is "to be an excellent company that enjoys the trust and highest regard from all stakeholders". To put into practice the management philosophy and realize the vision, we are committed to corporate social responsibilities and the mission of management to develop businesses on an ongoing basis while fulfilling sociality, public interest and public nature of the Company from a global viewpoint.
With an emphasis on transparency and fairness of corporate management, the Company is making efforts to enhance corporate governance under the supervision of the Board of Directors, including the development of structures and mechanisms that enable timely and appropriate information disclosure, thorough compliance, and speedy decision making and execution of duties.
Basic Policy for Corporate Governance https://www.yuden.co.jp/ut/ir/management/governance/
[Reasons for Non-compliance with the Principles of the Corporate Governance Code]
The company shall abide by all principles of the Corporate Governance Code.
[Disclosure Based on the Principles of the Corporate Governance Code] | Update |
[Principles 1-4:Cross-Shareholdings]
Policies for holding and reducing cross-shareholdings and standards for exercising voting rights for cross- shareholdings and individual verification of the appropriateness of holdings are listed in Chapter 2, 4-
(1).(2).(3) of the "Basic Policy for Corporate Governance."
[Principle 1-7: Create appropriate procedures and frameworks for transactions between related parties]
Our policy regarding transactions between related parties is described in Chapter 3, 3-(1)-(2) of the article "Basic Policy for Corporate Governance" found on our website.
[Principles 2-6: Roles of Corporate Pension Fund as Asset Owner] The company has no corporate pension system.
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The company shall implement a defined contribution corporate pension plan to build stable assets for employees, and shall provide education and training regarding asset management.
[Principle 3-1: Full disclosure]
1.Our corporate philosophy, vision, management strategy, business plans are disclosed in the financial statement briefing materials and integrated reports on our website.
2.Our fundamental concepts of corporate governance as well as basic policies are disclosed in the financial and corporate governance reports on our website.
3.Policies and procedures for the Board to determine director Remuneration are disclosed in the financial reports and the notice of convocation of the meeting of shareholders.
4.Policies and procedures for the nomination of candidates for directors and auditors are disclosed in the financial and corporate governance reports.
5.Individual reasons regarding the selection of candidates for directors and auditors are disclosed in the notice of convocation of the meeting of shareholders.
6. Policies and Process for Appointment and Dismissal of Officers are disclosed in the notice of convocation of the meeting of shareholders.
[Supplemental Principle 4-1-1: Scope of delegation to the management]
A synopsis of the scope of delegation to the management can be found in Chapter 5, Section 2, 2-(1).(2).(3) of the article "Basic Policy for Corporate Governance" found on our website.
[Principles 4-9: Independence Criteria and Qualification for Outside Director]
The Board of Directors shall select independent outside director candidates using the "Executive Appointment and Dismissal Criteria" and the "Independence Criteria for Outside Officers," and shall clearly state the reasons for their appointment in a notice of convocation of the meeting of shareholders when proposing candidates at a general shareholders' meeting. The standards for the independence of outside director shall be disclosed on the company's website.
[Supplemental Principle 4-11-1: Concept of balance of knowledge, diversity, and size of the board as a whole] The concepts regarding the balance of knowledge, experience, and skills of the Board (as a whole) as well as its size are described in Chapter 5, Section 2, 3-(2) of the article "Basic Policy for Corporate Governance" found on our website.
[Supplemental Principle 4-11-2: Posts held concurrently by Outside Directors and auditors]
Directors concurrently holding other positions are discussed in Chapter 5, Section 5, 2-(1).(2) of the article "Basic Policy for Corporate Governance" found on our website. Important concurrent posts held by Outside Directors are disclosed in the notice of convocation of the meeting of shareholders, financial statements, and corporate governance reports.
[Supplemental Principle 4-11-3: Analysis and assessment regarding the effectiveness of the Board as a whole] 1.Questionnaire
Method of Evaluation Self-evaluation by questionnaire survey
The Company conducts the deeper identification of issues by a multiple-choice method (to choose issues on which sufficient discussion has not been conducted at Board of Directors meetings) and a questionnaire on strengths and weaknesses of the Board of Directors.
Implementation period February 2021 Subjects
Directors and Audit & Supervisory Board Members (including Outside Officers) Evaluation items
- The operation(7 questions) and composition(1 question) of the Board of Directors, 2) Management strategies(3 questions) and sustainable growth initiatives (2 questions), 3) Corporate ethics and risk management (2 questions), monitoring (1 question), and dialogue with shareholders (1 question), 4) Nomination Committee and Remuneration Committee (3 questions), 5) Provision of information (1 question)
2. Analysis/Evaluation
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Analysis and evaluation meetings were conducted first separately by Operating Officers and Non-operating Officers based on the results of the questionnaire with Directors and Audit & Supervisory Board Members, and then a discussion is conducted at a Board of Directors meeting based on the results of those meetings.
We employed an external organization and received advice on the question design, analysis, possible response measure, etc. to improve the objectivity and the transparency of evaluation.
3. Evaluation results
The external organization commented favorably that the Company is working seriously on the evaluation of the effectiveness of the Board of Directors and is striving to improve its corporate value further by steadily identifying issues and implementing measures to address them. In particular, the external organization's evaluation improved significantly on items on which the Company implemented measures based on issues identified in the previous year, and the external organization commented that the measures have been effective. Regarding "Mediumterm plan and long-term management strategies (what we should become in 10
years)" and "Human resource development and strategies," which were among the issues identified in the
previous year, the Company held discussion forums of Directors including Outside Directors separately from Board of Directors meetings and has formulated a new medium-term management plan based on the discussion there. Regarding "Revision of the risk map," the Company modified the corporate governance structure to establish the Risk Management Subcommittee, which is responsible for the management of risk map, under the Internal Control Committee in order to revamp and strengthen the risk management structure itself.
The effectiveness of the Board of Directors has generally been ensured. 4. For Further Improvement of Effectiveness
The following three issues were identified as a result of the effectiveness evaluation of the Board of Directors in the current fiscal year. The Board of Directors will endeavor to enhance the effectiveness of the Board of Directors and further strengthen corporate governance by continuing to address these matters systematically.
- "Enhancement of opportunities for corporate officers to acquire knowledge and skills"
- "Effective use of digital technologies"
- "Initiatives on sustainability"
[Supplementary principles 4-14-2: Principles for Training of Directors and Audit & Supervisory Board Members]
Principles for training of directors and audit & supervisory board members are listed in Chapter 5, Section 5, 3-(4) of the "Basic Policy for Corporate Governance" found on the company website.
[Principles 5-1: Policies for Constructive Dialogue with Shareholders]
The company shall designate a director in charge of IR and conduct IR activities to promote a constructive dialogue with shareholders and investors.
The company shall also report to the Board of Directors any opinions and requests from shareholders and investors collected through IR activities.
Specifically, the following activities are to be included in the company's organizational structure.
- Strengthening collaboration between the management of the IR department and other departments through the director responsible for IR.
- Results briefings with securities analysts and institutional investors (quarterly).
- Handling group meetings and individual meetings with major foreign and domestic individual investors.
- Explanations to major investors regarding general shareholders' meeting proposals.
- Publishing consolidated reports to enhance the understanding of the company's mid- and long-term value creation.
- Conducting investigations of shareholder findings through external survey organizations.
For fairness in the disclosure of information and to prevent leaks of inside information, the information disclosed in dialogues with major shareholders and investors shall be within the bounds previously determined for disclosure.
2. Capital Structure
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Foreign Shareholding Ratio | From 20% to less than 30% | ||||||||||||||
[Status of Major Shareholders] | Update | ||||||||||||||
Name / Company Name | Number of Shares | Percentage (%) | |||||||||||||
Owned | |||||||||||||||
The Master Trust Bank of Japan, Ltd. (Trust Account) | 29,390,900 | 23.41 | |||||||||||||
Custody Bank of Japan, Ltd. (Trust Account) | 13,854,300 | 11.03 | |||||||||||||
Custody Bank of Japan, Ltd. (Securities Investment Trust Account) | 3,026,500 | 2.41 | |||||||||||||
The Iyo Bank, Ltd. | 3,000,100 | 2.39 | |||||||||||||
Sumitomo Mitsui Banking Corporation | 2,000,000 | 1.59 | |||||||||||||
Sato Traffic Orphan Welfare Fund | 1,916,640 | 1.52 | |||||||||||||
JP MORGAN CHASE BANK 385632 | 1,787,639 | 1.42 | |||||||||||||
BBH BOSTON CUSTODIAN FOR NEXT GENERATION | 1,734,300 | 1.38 | |||||||||||||
CONNECTIVITY FUND A SERIES TRUST 620818 | |||||||||||||||
Nippon Life Insurance Company | 1,666,450 | 1.32 | |||||||||||||
STATE STREET BANK WEST CLIENT - TREATY 505234 | 1,577,800 | 1.25 | |||||||||||||
Controlling Shareholder (except | for Parent | ― | |||||||||||||
Company) | |||||||||||||||
Parent Company | None | ||||||||||||||
Supplementary Explanation Update
- The information above concerns large shareholders as of March 31, 2021.
- The company holds 4,702,096 shares of treasury shares (3.61% of total shares outstanding) but is excluded from the major shareholders listed above.
- The following Statement of Large-Volume Holdings (including the Change Report) is available for public inspection. However, the table above does not include the portion of the Company's actual holdings that cannot be confirmed as of March 31, 2021.
Large holder | Submitted | submission | number of | share certificate | ||||||||||||
documents | date | share | holding ratio | |||||||||||||
certificates, | ||||||||||||||||
etc. held | ||||||||||||||||
Asset Management One Co., Ltd. | Change report | May 12, 2021 | 8,055,700 | 6.19%( | as | of | ||||||||||
and 1 other company | April 30, 2021) | |||||||||||||||
Sumitomo Mitsui DS Asset | Change report | May 12, 2021 | 5,632,725 | 4.33%( | as | of | ||||||||||
Management Company, Limited | April 30, 2021) | |||||||||||||||
and 2 other companies | ||||||||||||||||
3. Corporate Attributes | ||||||||||||||||
Listed Stock Market and Market Section | Tokyo Stock Exchange | First Section | ||||||||||||||
Fiscal Year-End | March | |||||||||||||||
Type of Business | Electric Appliances | |||||||||||||||
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Number of Employees (consolidated) as of the
End of the Previous Fiscal Year
Sales (consolidated) as of the End of the
More than 1000
Previous Fiscal Year
Number of Consolidated Subsidiaries as of the
End of the Previous Fiscal Year
From ¥100 billion to less than ¥1 trillion /
From 10 to less than 50
- Policy on Measures to Protect Minority Shareholders in Conducting Transactions with Controlling Shareholder
― - Other Special Circumstances which may have Material Impact on Corporate Governance
None
II. Business Management Organization and Other Corporate Governance Systems regarding Decision-making, Execution of Business, and Oversight in Management
1. Organizational Composition and Operation
Organization Form | Company with Kansayaku Board | ||||||||
[Directors] | |||||||||
Maximum Number | of Directors | Stipulated in | |||||||
Articles of Incorporation | 10 | ||||||||
Term of Office | Stipulated in | Articles | of | One year | |||||
Incorporation | |||||||||
Chairperson of the Board | President and Chief Executive Officer | ||||||||
Number of Directors | 8 | ||||||||
Number of Outside Directors | 3 | ||||||||
Number of Independent Directors | 3 | ||||||||
Outside Directors' Relationship with the Company (1)
Name | Attribute | Relationship with the Company* | |||||||||||||||||||||||||||||||||||||||
a | b | c | d | e | f | g | h | i | j | k | |||||||||||||||||||||||||||||||
Masashi Hiraiwa | Attorney | ||||||||||||||||||||||||||||||||||||||||
Seiichi Koike | From another company | ||||||||||||||||||||||||||||||||||||||||
Emiko Hamada | Scholar | △ | |||||||||||||||||||||||||||||||||||||||
- Categories for "Relationship with the Company"
- "○" when the director presently falls or has recently fallen under the category; "△" when the director fell under the category in the past
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Taiyo Yuden Co. Ltd. published this content on 04 June 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 04 June 2021 02:36:02 UTC.