- AISIN Group respects the rights of shareholders, ensures shareholder equality and endeavors to create a suitable environment for ensuring the appropriate exercise and protection of rights.
- AISIN Group endeavors to cooperate with other stakeholders aside from shareholders (i.e., customers, suppliers, employees and members of local communities), with sincerity and integrity, based on common sense and social values.
- AISIN Group discloses information appropriately in accordance with applicable laws, and endeavors to proactively communicate information other than that disclosed in accordance with such laws, and to ensure transparency in its activities.
- In order to ensure transparency, fairness and agility in its decision making, AISIN Group endeavors to ensure appropriate execution of the roles and responsibilities of its Board of Directors.
- AISIN Group endeavors to hold constructive dialogues with its shareholders, based on a shared directionality for stable long-term growth.
Aiming to operate with fairness and transparency
AISIN Group strives to develop amicable relations with all stakeholders amid its steady growth and expansion over the long term in order to maximize its corporate value. To achieve that, we believe that maintaining fair and highly transparent management activities is of paramount importance in our role as a good corporate citizen trusted by the international community. We are committed to enhancing corporate governance through measures such as appointing three external directors and actively complying with the Corporate Governance Code, which the Tokyo Stock Exchange has brought into effect as part of a long-term strategic initiative implemented by the Japanese government.
Aisin Seiki's Board of Directors places the utmost importance on making correct, quick and fair decisions to enable sustainable growth and boost our corporate value in the medium to long term. An all-encompassing approach is taken, with measures such as 1) appointing multiple highly knowledgeable experts from inside and outside our industries as external directors, 2) being conscious of the need for efficient consolidated management and appointing the directors of our main subsidiaries as members of the AISIN Group Board of Directors to achieve this, and 3) appointing directors who have worked at our overseas subsidiaries so that we can learn from the wealth of experience and wide-ranging insights they have gained through their work. The ideal Board of Directors consists of diverse directors who bring a well-balanced pool of knowledge, experience and skills, and we are committed to ensuring that the AISIN Group receives no less. To ensure that decisions can be made quickly, no more than 15 directors are appointed at any time.
Three of these are external directors, one of whom is female. We believe that having multiple external directors enables more effective decision-making and running of meetings, and improves the effectiveness of the Board of Directors as a whole.
We meet with all of our external directors and external auditors, question them about the effectiveness of our Board of Directors and make improvements based on what we hear. As of the end of FY2017, our external experts have stated that they are satisfied with the overall work of our Board of Directors.
Improvement and strengthening of the internal control system
Aisin Seiki is strengthening measures based on the Basic Policy Concerning the Establishment of Internal Control, which was approved by a resolution of the Board of Directors.
Specifically, group-wide committees such as the Consolidated Business Ethics Committee, the Consolidated Risk Management Committee, the Consolidated Environmental Committee and the Consolidated Safety and Health Committee, which include participants from the 14 main Group companies, formulate and implement basic policies for ensuring appropriate execution of duties and minimizing risks. Employees are then made thoroughly aware of these policies and encouraged to implement them in their work duties through the use of written guides and training seminars. The committees then conduct monitoring to verify the effectiveness of these activities through genchi genbutsu (go and see for yourself).
With regard to auditing activities conducted by internal auditing departments, as of January 2018, the Group has sought to enhance its auditing structure by consolidating auditing functionality for its 14 main Group companies within Group headquarters. Moving forward, it plans to audit all of the Group’s consolidated subsidiaries on a regular basis using the genchi genbutsu approach.
Additionally, a summary of all activities geared toward improving and strengthening internal controls is reported at a meeting of the Board of Directors, held during April of each year, to verify the adequacy of these initiatives.
Establishment of an Advisory Committee
AISIN Group has established an Advisory Committee, through which it receives a range of advice from experts with extensive experience and knowledge of management and economic issues. The committee receives advice and exchanges opinions regarding topics such as the regional economic outlook, the impact that the shift toward electric-powered vehicles and restrictions such as those on fuel and exhaust gas will have on the automotive industry, along with various other local issues affecting each business region.
Corporate governance structure
Internal and external directors are appointed and dismissed each year based on our vision and management policies and we seek the opinions of independent external directors through our director screening panel, a voluntary nomination committee, to ensure that our Board of Directors always comprises the best people for the job. We also seek outside advice about remuneration. Independent external directors in our remuneration assessment panel provide input to ensure that appropriate remuneration is paid.
Both panels comprise our president, the relevant vice president and three external directors.
- Aisin Seiki has adopted the Audit & Supervisory Board system and has established a General Meeting of Shareholders, Board of Directors and Audit & Supervisory Board as statutory bodies.
- Board of Directors: The Board of Directors meets once a month and is responsible for overseeing the execution of business operations and passing resolutions on important management matters of Aisin Seiki and AISIN Group.
- Audit & Supervisory Board: The Audit & Supervisory Board is comprised of five members, including three external Audit & Supervisory Board members. Together with monitoring the execution of duties by directors, Audit & Supervisory Board members monitor the status of affairs in respective business divisions to ensure that management and the execution of business operations are being carried out properly.
External directors’ attendance of Board of Directors meetings
|Attendance of Board of Directors meetings||97||98||96|
External Audit & Supervisory Board members’ attendance of Board of Directors and Audit & Supervisory Board meetings
|Attendance of Board of Directors meetings||94||94||93|
|Attendance of Audit & Supervisory Board meetings||93||93||98|
Compensation amounts for Directors and Audit & Supervisory Board members
|Category||Total compensation amount
|Total by compensation type
|Number of applicable Directors
|Directors (External Directors)||687(36)||419(36)||268(ー)||17(3)|
|Audit & Supervisory Board members
(External Audit & Supervisory Board members)
- At the 89th ordinary shareholders' meeting held on June 19, 2012, it was approved that the maximum basic compensation for Directors is 70 million yen per month.
- At the 87th ordinary shareholders' meeting held on June 23, 2010, it was approved that the maximum basic compensation for Audit & Supervisory Board members is 15 million yen per month.
- The amount of the above-mentioned bonus was approved at the 95th ordinary shareholders' meeting of our company.
Our directors are remunerated with a monthly salary and bonuses.
Directors' monthly salary reflects their responsibilities, experience and trends in remuneration for comparable roles throughout the industry. Bonuses are awarded based on consolidated management profits for each period, taking into account a variety of factors such as dividends, employee remuneration, trends among other companies, medium- and long-term results and past payments..
External directors and Audit & Supervisory Board members do not receive bonuses, as it is important for them to remain impartial in their monitoring and direction of our management. Part-time directors and Audit & Supervisory Board members are remunerated based on their responsibilities and trends among other companies.