Governance
Basic stance and policy
Guided by our Group management philosophy, we aim to maximize corporate value by building sound relationships with all stakeholders and ensuring stable, long-term growth and development.
To achieve this, we must make certain to manage our business fairly and transparently as is expected of a corporate citizen to be trusted by the international community. We have established the following basic policy and are working to enhance our corporate governance.
Corporate governance framework
CxOs: A chief executive responsible for driving key management initiatives in a particular domain across the entire organization. CxOs are chosen from among our executive officers and assist the president from the broad perspective of the entire Group.
Related materiality issues
| Materiality issues | Goal (KGI) | Indicator (KPI) | FY2031 target value |
|---|---|---|---|
| Laying a solid management foundation | Achieved enhanced management transparency and internal controls by transitioning the Board of Directors to a Monitoring Board structure, thereby separating oversight and execution | Ratio of female directors | 30% or more |
Under our Audit & Supervisory Board system, we are strengthening oversight of business execution by our directors and executive officers. We leverage the strengths of this system, namely: supervision by a Board of Directors at least one-third of which consists of independent outside directors, the independence and sole authority of the audit function, and the presence of full-time members of the Audit & Supervisory Board, while auditing the business through an Audit Committee half composed of independent outside auditors. Moreover, to enhance independence and objectivity, the nomination and compensation of directors and executive officers are reviewed and deliberated by the Executive Nomination and Compensation Committee, chaired by an independent outside director and majority composed of independent outside directors, before being submitted to the Board of Directors.
We believe it is critical to establish a system that facilitates timely and accurate management decisions based on the nature of each business characteristics as well as onsite conditions, while also regularly verifying whether those decisions are supported by a diverse body stakeholders and ensuring their expectations are met. It is for these reasons that we have adopted our current structure.
Regarding operational execution under this structure, in April 2022, we eliminated the areas of responsibility for the Vice President level and transferred authority to the heads of divisions. This was done to trim the number of decision-making layers within the executive structure in the interest of increased speed as well as superior management decision-making and operational execution. What is more, we appointed CxOs from among our executive officers to serve as C-level officers responsible for driving key management initiatives across the entire Company and assisting the president gain a clear overview of the entire Group. Currently, five CxOs are in office.
We will continue to strive for a more effective corporate governance structure to enhance corporate value.
Evolution of our corporate governance structure
| 2015-2018 | 2019-2020 | 2021 | 2022-2024 | |
|---|---|---|---|---|
| Board of Directors | 13-14 | 9 | 8 | |
| Of which independent outside directors | 2-3 | 3 | 3 | |
| Of which female members | 1 (since 2016) | 1 | 1 | |
| Ratio of independent outside directors | 14.3-23.1% | 33.3% | 37.5% | |
| Auditors | 5 | 4 | ||
| Of which independent outside auditors | 2* | 2 | ||
| Of which female members | 0 | 2 | ||
| Ratio of independent outside auditors | 40.0% | 50.0% | ||
In accordance with the Companies Act, there must be 3 outside auditors
Key Initiatives
| June 2014 | Appointed independent outside directors |
| January/March 2016 | Established the Executive Nomination and Compensation Committee |
| April 2022 | Eliminated vice president-level oversight and transferred authority to division heads and other leadership |
| June 2023 | Selected the Chair of the Nomination and Compensation Committee from among the independent outside directors |
| November 2024 | Established a Governance Roundtable as an offsite meeting of the Board of Directors |
Board of Directors
The Board of Directors, which consists of eight directors, including three independent outside directors, meets once a month in principle. The Board deliberates on and resolves important elements of management strategy, such as group management policy, earnings and investment budgets, capital policy, strategies for each business segment, and management infrastructure to provide support in such fundamental corporate domains as sustainability, human capital, and corporate governance. The Board of Directors also supervises the execution of duties by directors and other officers by way of reports received from the Business Ethics Committee, the Risk Management Committee, and other committees.
In FY2025, as described in the “Board Effectiveness Assessment,” sustainability discussions were conducted in parallel with management and business strategy discussions, and oversight was strengthened based on reports from executive-level committees.
Key agenda items for resolution or reporting at the FY2025 Board of Directors meeting
| Management strategy | Management strategy, medium-to-long-term business strategy, Group management policy, earnings and investment budgets, shareholder composition |
|---|---|
| Business strategy and portfolio review | Strategies for each region and business segment and alliances and progress report on new businesses |
| Sustainability | Aisin Group Charter of Sustainability, materiality elements, climate change, human capital strategy, status of internal controls, compliance, and risk management, status of the Board of Directors, results of the Board of Directors’ effectiveness evaluation and issues |
| Other | Report on matters deliberated on by the Executive Management Committee |
Additionally, in November 2024, we established a Governance Roundtable as a special meeting of the Board of Directors an offsite format. Directors, including outside directors, discuss governance issues and direction and review matters such as the Board's monitoring function and succession planning based on the skills matrix.
The scope of Board deliberations, including such offsite meetings, has been expanded year by year.
Independent outside directors: expectations and function
The Company expects its independent outside directors to fulfill the following roles and responsibilities:
- To raise risk warnings and advice at important decision-making forums, such as Board meetings, from a position independent of management, and to oversee the Company's management through deliberations on the nomination, reappointment, and compensation of management executives
- To avail the Company's management of the specialized knowledge and broad experience they have gained throughout their professional careers.
- To adjudicate conflicts of interest between the Company and its management, controlling shareholders, and other parties.
- To properly ensure the voices of shareholders and other stakeholders are heard by the Board of Directors.
The Company considers it crucial that outside directors and outside auditors be empowered to effectively fulfill their roles and responsibilities from an independent, objective standpoint. To this end, we are implementing the following measures:
- To ensure sufficient time for deliberation at board meetings, we periodically review the criteria for board agenda items and streamline matters to be discussed.
- To enable meaningful discussions at board meetings, we provide outside directors and outside auditors with individual advance explanations from officers and others regarding board agenda items and share the minutes from important internal meetings.
- To enhance outside directors' and outside auditors' understanding of our business and facilitate the sharing of information, we provide opportunities for onsite visits to key locations and explanations of our business operations upon their appointment. Annually, we hold briefings and discussions on our business strategy and environment as well as operational risks both inside and outside the Board of Directors. We also arrange onsite visits to factories and proving grounds, informal meetings with executive officers, and management issue study sessions linked to relevant challenges.
- To provide information required by outside directors and outside auditors, designated staff responsible for liaising and coordinating with them are assigned to departments such as the Corporate Planning Department and the Audit & Supervisory Board Office.
Evaluating the effectiveness of Board of Directors meetings
Each year, the Company analyzes and assesses the effectiveness of the Board of Directors in order to improve the impact of its meetings. The results of FY2025 Evaluation are as follows:
(i) Subjects:
All directors (8 members) and corporate auditors (4 members)
(ii) Evaluation method:
(a) Third-party questionnaire-driven evaluation
(b) Interviews based on questionnaire results
(c) Discussion of issues and future measures at Board of Directors meeting based on the results of analysis
(iii) Evaluation topics:
Include the size, composition, and operation of the Board of Directors, support system for independent outside directors, composition and operation of the Executive Nomination and Compensation Committee for directors, and the status of improvement in regard to issues flagged during the previous fiscal year’s evaluation.
| Issues identified in FY2024 | Results of initiatives for FY2025 |
|---|---|
| Enhancement of the meeting of the Board of Directors | Discussed sustainability issues (Aisin Group Charter of Sustainability, ESG materiality, climate change, human capital strategy) along with discussions on management strategy and medium-to-long-term business strategy.* |
| Strengthening of the Board of Directors’ Supervisory Functions | Regular reports were made to the Board of Directors by the Business Ethics Committee, Risk Management Committee, and other committees and with regard to internal audit results* |
| Discussion on the Company’s governance with an eye to the future | The Company has established a Governance Roundtable, where top management and corporate auditors regularly convene in an off-site meeting format, and is more precisely defining the ideal role of the Board of Directors through such measures as review of succession plans based on monitoring and the Board’s skills matrix. |
Agenda items submitted to the Board of Directors are listed in the preceding section, Key agenda items for resolution or reporting at the FY2025 Board of Directors meetings.
| Topics identified in FY2025 | Action plan |
|---|---|
| Enhancement of the meeting of the Board of Directors’ discussions | Hold multifaceted discussions on management strategies and sustainability to achieve the Vision for 2030 targets announced at the 2023 Medium-to-Long-Term Business Strategy Briefing. |
| Strengthening the supervisory function of the Board of Directors | Enhance the perspective of internal controls and the risk response measures across the Group via reporting by various committees. |
| Improving links between necessary knowledge and skills and succession planning | To enhance discourse at the Executive Management Committee leading toward the realization of the Vision for 2030 plan, the skills required of directors are being reviewed, a succession plan based on the review is to be discussed. Directors with the required skills will be nominated, and study sessions are planned in conjunction with pending management issues. |
Policies and procedures for nominating directors and auditors
Regarding the nomination of candidates for directors and auditors of the Company, to achieve sustainable growth and enhance corporate value over the medium-to-long-term, we appoint multiple highly specialized individuals as outside directors—both from inside and outside the industry, to ensure accurate, prompt, and fair decision-making and appropriate management oversight. Furthermore, with management of the Group in mind, we appoint directors with extensive experience and broad insight gained at domestic and international subsidiaries. Thus, we are thoroughly investigating various measures we can take to achieve the optimal balance of knowledge, experience, and capability.
As one action plan based on the Board Effectiveness Evaluation results, our Board of Directors reviewed the skills required of directors to further advance and strengthen business portfolio transformation and sustainability management towards realizing the Vision for 2030 initiative announced at our medium-to-long-term business strategy briefing in September 2023. As a consequence, we nominated eight director candidates with these skills.
The nomination process involved deliberation and review by the Nomination and Compensation Committee, followed by the selection of director and auditor candidates for submission to the Board of Directors. For directors, the deciding votes were cast at the General Meeting of Shareholders following a nomination resolution by the Board of Directors. For members of the Audit & Supervisory Board, the ultimate decision was made at the General Meeting of Shareholders following provisional appointment by the Board of Directors after obtaining the consent of the Audit & Supervisory Board.
Skill matrix and meeting attendance members
◎Chair ○Member in attendance
| Name | Corporate management | Global business | Sustainability | Environment & carbon neutrality | Human capital strategy | Governance, compliance & risk management | Manufacturing (technology, production & quality) | Value chain (sales & procurement) | Finance & accounting | Board of Directors | Audit & Supervisory Board | Executive Nomination and Compensation Committee | ||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Members of the Board of Directors | Moritaka Yoshida | ○ | ○ | ○ | ◎ | ○ | ||||||||
| Shintaro Ito | ○ | ○ | ○ | ○ | ○ | ○ | ○ | ○ | ||||||
| Yoshihisa Yamamoto | ○ | ○ | ○ | ○ | ○ | |||||||||
| Masahiro Nishikawa | ○ | ○ | ○ | ○ | ○ | |||||||||
| Koji Kobayashi |
Outside
|
○ | ○ | ○ | ○ | ○ | ||||||||
| Tsuguhiko Hoshino |
Outside
Independent
|
○ | ○ | ○ | ○ | ◎ | ||||||||
| Yasuhito Hirota |
Outside
Independent
|
○ | ○ | ○ | ○ | ○ | ○ | ○ | ||||||
| Keiko Tatsuwaki |
Outside
Independent
|
○ | ○ | ○ | ○ | ○ | ○ | |||||||
| Audit & Supervisory Board Members | Makoto Mitsuya | ○ | ○ | ○ | ○ | ○ | ○ | ○ | ◎ | |||||
| Kiyomi Kato | ○ | ○ | ○ | ○ | ||||||||||
| Junko Ueda |
Outside
Independent
|
○ | ○ | ○ | ||||||||||
| Katsuhiro Kashiwagi |
Outside
Independent
|
○ | ○ | ○ | ||||||||||
| Skill items | Purpose of skill selection |
|---|---|
| Corporate management | This skill is considered vital to driving sustainable growth and enhancing corporate value through strategic decision-making and organizational management, as well as to discerning long-term societal shifts, backcasting from our envisioned future, and charting a growth trajectory for the business. |
| Global business | This skill is considered essential to leveraging overseas management experience or insights on the international business environment to sustainably expand our business domains globally. |
| Sustainability | This skill is considered critical to anticipating societal challenges and needs through communication with a diverse array of stakeholders, and to advancing a sustainability program that contributes to a resilient society while enhancing corporate value through business activities. |
| Environment and carbon neutrality | This skill is considered a requirement for advancing product and production initiatives on an accelerated schedule with regard to achieving carbon neutrality. |
| Human resources development | This skill is considered necessary to motivating individual employees and providing them with a sense of fulfillment. |
| Governance, compliance, and risk management | This skill is considered necessary to strengthening the internal controls and governance systems that contribute to sustainable growth and enhanced corporate value. |
| Manufacturing (technology, production, quality) | This skill is considered a prerequisite for further refining manufacturing proficiency, enhancing market competitiveness, efficiency, and productivity, and shifting toward growth areas through the creation of new businesses. |
| Value chain (sales and procurement) | We believe this skill is central to building relationships with business partners based on mutual trust and a focus on mutual interdependence and prosperity. |
| Finance and accounting | This skill is considered critical to promoting growth investment to sustain expansion and enhance corporate value, and to achieve appropriate shareholder returns while operating under an accurate financial reporting system and a solid financial foundation. |
Audit & Supervisory Board members
Duties of the Audit & Supervisory Board members
As an independent body entrusted by shareholders, the Audit & Supervisory Board member (“corporate auditor”) aims to ensure the company's sound and sustainable growth while establishing a high-quality corporate governance system that engenders societal trust through audits of directors as they execute their responsibilities. Moreover, the corporate auditor provides advice and recommendations to directors and other officers in a timely manner while taking all necessary measures to maintain independence. The corporate auditor consistently maintains an impartial and unbiased stance and performs audits based on honest convictions and adherence to the principle of onsite verification.
Activities of corporate auditors and the Audit & Supervisory Board
The Audit & Supervisory Board consists of four members: two full-time corporate auditors and two independent outside auditors and convenes once a month in principle. Each corporate auditor, based on the audit policies and plans devised by the Audit & Supervisory Board, reviews the legality and appropriateness of responsibilities executed by directors, the conduct of business by the Company and its subsidiaries, and the reliability of financial reporting. This is achieved through attendance of key meetings, including the Board of Directors, interviews with directors and department staff, and visits to domestic and overseas subsidiaries. Additionally, an Audit & Supervisory Board Office has been established that reports directly to the auditors and is staffed with personnel dedicated to assisting the auditors in the performance of their duties. Regarding audit operations, the Company is promoting the use of generative AI to support the creation of audit records and drive data analysis and risk detection in an effort to improve audit efficiency and accuracy.
The status of internal control design and implementation is audited primarily by the internal control organizations within each functional department based on preestablished management indicators. Through regular monthly meetings with the Internal Audit Department (Audit Department), information is shared, and audits are mutually supplemented as necessary to enhance their quality and effectiveness. Regular information exchanges are likewise conducted with the accounting auditor, and the appropriateness of the accounting auditor's audit methods and results is verified.
Audit system diagram
Assessing the effectiveness of the Audit & Supervisory Board
Since FY2025, we have assessed the effectiveness of the Audit & Supervisory Board. By assessing whether the Board is effectively fulfilling its roles and responsibilities, acknowledging the results, and addressing any issues identified, we work continuously to improve and enhance the effectiveness of the Audit & Supervisory Board. We conducted individual interviews with all auditors to confirm and assess their opinions on various aspects of the business. These include the Audit & Supervisory Board’s structure and operational status, its audit and supervisory activities, its interaction with the internal control and internal audit functions, collaboration with the accounting auditor, the state of the audit environment, including discussions with the representative directors and coordination with outside directors, and the understanding and response of the Board of Directors and management to the auditors' advice and proposals.
The results are discussed at the Audit & Supervisory Board meetings and used to confirm whether effective audits are being conducted. The Company will continue to further strengthen collaboration between full-time corporate auditors and outside auditors to enhance the effectiveness of the Audit & Supervisory Board.
Major activities for FY2025
| Audit & Supervisory Board meetings held | 14 times |
|---|---|
| Attendance at Board of Directors meetings and other key forums (Board of Directors meetings, management meetings, the Sustainability Conference, etc.) |
213 times |
| Meetings and hearings with executives and departments (President, directors, CxOs, executive officers, department heads, etc.) |
132 times |
| Onsite inspections of domestic and overseas subsidiaries (20 overseas companies, 8 domestic companies) |
28 companies |
Aisin Group audit coordination status
The Aisin Group consists of many companies: 72 domestic and 120 overseas. To construct a comprehensive audit system across the entire group, full-time auditors are appointed to larger subsidiaries, while part-time auditors (parent company officers or employees) are appointed to other subsidiaries.
Avenues of collaboration for the FY2025 Aisin Group audit
1Collaboration with full-time auditors of subsidiariesAisin Group auditor liaison meetings are held monthly to report on audit activities at each company and share information, and audit activity reports are submitted from each Group company to the parent's Audit & Supervisory Board twice a year. Furthermore, the Company has created an Aisin Group Auditor’s Guide to standardize audit activities across the entire Group and enhance their effectiveness.
Number of auditor liaison meetings held: 12
2Collaboration with part-time auditors of subsidiariesOrientation sessions regarding auditors’ responsibilities are provided to newly appointed part-time auditors, and audit activity reports are submitted from each company's part-time auditors to the parent's auditors.
Audit activity report submissions:
19 companies
3Collaboration with the Internal Audit DepartmentThe status of the Company’s various audits, including subsidiary audits, J SOX audits, and thematic audits, is shared and discussed monthly at regular meetings. Additional reporting sessions are held as needed to ensure close cooperation. The Audit & Supervisory Board also receives reports on audit plans and progress.
Number of sessions: 27
4Collaboration with the accounting auditorThe Audit & Supervisory Board receives regular reports on quarterly audit results and findings from subsidiary site visits, engages in discussion and, twice a year, receives reports on the planning and status of audits at Audit & Supervisory Board meetings. The evaluation of the accounting auditor is conducted by auditors (including those from subsidiaries) and the Accounting Department using a checklist. The results are fed back to the accounting auditor.
Number of sessions: 27
Collaboration among full-time auditors, independent outside auditors, and independent outside directors
Full-time auditors, outside auditors, and outside directors closely share information and exchange of opinions to ensure they can thoroughly fulfill their respective roles and responsibilities by leveraging their unique abilities. The Company holds formal semiannual exchange meetings between auditors and outside directors and share the auditors' monthly reports. Furthermore, from FY2024, joint onsite inspections of subsidiaries by auditors and outside directors were conducted in FY2025. Through direct observation of locations and assets, they exchanged opinions based on their respective roles and expertise so as to better understand the business.
Beyond tightening cooperation, the Audit & Supervisory Board and outside directors mutually verify and oversee each other's roles: The Audit & Supervisory Board ensures outside directors are appropriately executing their responsibilities, while outside directors ensure the Audit & Supervisory Board is properly performing its duties. This mutual oversight further enhances corporate governance across the entire Group.
Confirming key risk responses in light of environmental changes
In recent years, stakeholder expectations of companies have significantly changed, encompassing initiatives such as the Corporate Governance Code, sustainability, and environmental, social, and governance (ESG) efforts. While financial information has traditionally been regarded as the most important disclosure item, nonfinancial information on such matters as climate change and human capital is now considered equally important. Our auditors view these as critically important factors in enhancing corporate value and meticulously verify the Company's activities with a focused approach. Through meetings with directors and relevant departments, and also by participating in the Sustainability Conference and risk management committees, the Company’s auditors actively uncover issues, put forward proposals, and request improvements regarding challenges and concerns identified in the course of their oversight. Topics that have been addressed include increasingly sophisticated sustainability disclosure requirements, alignment of the company's growth strategy with defined materiality issues and quantifying the cost of investing sustainability initiatives and assessing their connection to enhancing corporate value.
Executive compensation
Basic policy on executive compensation
The Company’s executive remuneration system is designed according to the following principles:
- Remuneration shall motivate executives to work toward achieving our Group Philosophy and management policies.
- Remuneration shall reflect the responsibilities, achievements, etc., of each executive.
- Remuneration shall reflect the business environment and short-term and medium- to long-term performance of the Group and encourage executives to enhance corporate value and manage business from the same perspective as shareholders.
Executive compensation structure
As Directors (other than Outside Directors) are in charge of executing the operations of the Company, their remuneration comprises a fixed monthly remuneration along with performance-linked bonuses and stock-based remuneration. Specifically, the percentages of monthly remuneration, bonus, and stock-based remuneration to the base amount for Directors are set at roughly 25%, 25%, and 50%, respectively. Higher percentages for performance-linked remuneration are set, depending on the Director’s title. However, depending on the level of profits, the actual remuneration may differ from the above proportions. As Outside Directors and Audit & Supervisory Board members are responsible for providing supervision and advice on business management or auditing the performance of business from an independent standpoint, they receive only a monthly remuneration with no bonus or stock-based remuneration.
Remuneration structure for Directors (excluding Outside Directors)
Executive compensation structure
Fixed remuneration
(monthly salary)
- Remuneration for Directors reflects their responsibilities and achievements. Remuneration for Audit & Supervisory Board members reflects their responsibilities.
- Monthly remuneration is paid regularly every month during the executive’s tenure.
Performance-linked remuneration
(bonus, stock-based remuneration)
- To ensure a link with the Company’s performance and to stimulate motivation to increase corporate value over the medium to long term, consolidated operating profit and sustainability KPI are set as the calculation benchmarks.
- The evaluation weight and evaluation method of each benchmark are as follows. The payout ratio of performance-linked remuneration varies within a range of 0% to 150% depending on the results of the evaluation.
Benchmark Evaluation weight Evaluation methodology Consolidated operating income 90% Evaluated on the basis of the degree of achievement in each fiscal year of the standard profit target set for the sustainable growth of the Company Sustainability KPIs 10% Evaluated on the basis of the degree of achievement of each fiscal year’s targets for the calculation benchmarks selected from among the major KPIs that are widely related to society and employees, as defined by the Group Benchmarks selected for the fiscal year under review: Rate of reduction in CO2 emissions from manufacturing, job satisfaction (5% for each)
- The amount paid to each individual is determined on the basis of the Company’s performance in the fiscal year and the execution of duties by each executive.
- Performance-linked remuneration is paid once a year after the Ordinary General Meeting of Shareholders each fiscal year.
- Restricted stock remuneration is provided as an incentive to promote further sharing of value with shareholders and to sustainably enhance corporate value.
For details on the system, please refer to page 61 of our FY2025 Annual Securities Report.
Executive compensation standards
In order to verify objectivity and validity, total remuneration levels for directors by role are determined each year by referencing manufacturers similar in size, industry and business format to the Company, through executive compensation surveys conducted by external research organizations.
Method for determining executive compensation, etc.
To ensure objectivity and transparency in determining the amount and system of remuneration for directors, we have established the Executive Nomination and Compensation Committee, which is chaired by an independent outside director and in which independent outside directors account for the majority.
The Board of Directors has approved the policy for determining individual Director remuneration and the total amount of remuneration for the fiscal year under review, as well as resolved to entrust the determination of individual remuneration amounts to the Executive Nomination and Compensation Committee.
The Executive Nomination and Compensation Committee determines the individual remuneration amounts based on a review of the executive remuneration system and the policy for determining the remuneration for each Director established by the Board of Directors, with consideration of factors such as company performance, job responsibilities, and achievements.
Furthermore, the monthly remuneration amount for each auditor is determined through consultation among the auditors, within the remuneration range established by a resolution of the shareholders' meeting.
Remuneration amounts for directors and auditors
| Officer category | Total remuneration amount (¥ million) |
Total amount by remuneration type (¥ million) | Number of eligible officers (persons) | ||
|---|---|---|---|---|---|
| Fixed remuneration | Performance-linked remuneration | ||||
| Monthly salary | Bonus | Stock-based compensation | |||
| Directors | 559 | 251 | 132 | 176 | 9 |
| (including outside directors) | (57) | (57) | (－) | (－) | (4) |
| Auditors | 116 | 116 | ー | ー | 4 |
| (including outside auditors) | (24) | (24) | (－) | (－) | (2) |
| Total | 675 | 367 | 132 | 176 | 13 |
The above includes (excluding outside directors) one inside director who retired upon the conclusion of the 101st Ordinary General Meeting of Shareholders held on June 19, 2024.
Performance-based compensation amounts shown are those approved by the Board of Directors meeting of May 19, 2025.
Total monthly remuneration and bonus amounts for directors were resolved at the 96th Ordinary General Meeting of Shareholders held on June 18, 2019, to be within ¥600 million annually (of which the portion for outside directors is to be within ¥75 million annually). Stock-based compensation was resolved at the 101st Ordinary General Meeting of Shareholders held on June 19, 2024, to be within ¥500 million annually.
Monthly remuneration for auditors was resolved at the 87th Ordinary General Meeting of Shareholders held on June 23, 2010, to be within ¥15 million per month.
Executive Management
| Position | Name | Reason for appointment | Number of Board of Directors meetings attended | Number of Audit & Supervisory Board meetings attended |
|---|---|---|---|---|
| President, Member of the Board of Directors | Moritaka Yoshida | Mr. Yoshida served as Executive Vice President at Toyota Motor Corporation, holding positions including President of the MSV Company and President of the Vehicle Development Center. He possesses management experience at Toyota Central R&D Labs, Inc. Has served as President of the Company and Member of the Board of Directors since 2021, bringing his extensive experience and broad insight into all aspects of management. | 12/12 (100.0%) |
- |
| Member of the Board of Directors | Shintaro Ito | Mr. Ito has worked primarily in managerial and administrative roles at the Company and offers management experience gained as the head of one of our overseas holding companies. He has served as Director, Executive Vice President since 2021 and currently holds the positions of Director, Senior Executive Officer, Chief Administrative Officer and Executive Vice President. He possesses extensive experience and can provide broad insight across all aspects of management. | 12/12 (100.0%) |
- |
| Member of the Board of Directors | Yoshihisa Yamamoto | Mr. Yamamoto has been engaged primarily in powertrain technology development functions at the Company. Since 2021, he has served as Executive Vice President and currently holds the positions of Director, Executive Officer, and Chief Technology Strategy Officer. He possesses extensive experience and broad insight with regard to general management and technology development strategy. | 12/12 (100.0%) |
- |
| Member of the Board of Directors | Masahiro Nishikawa | Mr. Nishikawa work at the Company has centered primarily on production engineering for structural body components at the Company. He has served as an Executive Officer since 2019 and currently holds the positions of Director, Executive Officer, and Chief Carbon Neutrality Officer. He brings extensive experience and wide-ranging insight into overall management and manufacturing both domestically and internationally. | 10/10 (100.0%) |
- |
| Member of the Board of Directors
Outside
|
Koji Kobayashi | He has been a manager in the automotive industry for many years at companies including Toyota Motor Corporation and brings with him extensive experience and comprehensive managerial insight. | 10/12 (83.3%) |
- |
| Member of the Board of Directors
Outside
Independent
|
Tsuguhiko Hoshino | He has served as Director-General of the Tax Bureau at the Ministry of Finance and as Commissioner of the National Tax Agency. In addition to the advanced expertise in finance, banking, legal affairs, and compliance he has amassed throughout his career, he brings extensive experience and deep insight gained from his public service at overseas diplomatic missions and as an outside director at companies in other industries. | 12/12 (100.0%) |
- |
| Member of the Board of Directors
Newly appointed
Outside
Independent
|
Yasuhito Hirota | Mr. Hirota has been involved for many years in the management of Mitsubishi Corporation and ASICS Corporation. Throughout his career, he has achieved an advanced level of expertise, particularly with regard to business strategy, and also brings extensive experience and broad insight in general management. | - | - |
| Member of the Board of Directors
Newly appointed
Outside
Independent
|
Keiko Tatsuwaki | After working at Recruit Co., Ltd., Ms. Tatsuwaki worked for many years at Deloitte Tohmatsu in consulting roles related to ESG, CSR, internal controls, and related matters. Throughout her career, she has developed a high degree of expertise, particularly in regard to governance, risk management, and sustainability. Moreover, having served in outside director roles before, she offers extensive experience and broad insight in corporate management and audit. | - | - |
| Audit & Supervisory Board Member | Makoto Mitsuya | Mr. Mitsuya has served primarily in managerial and administrated roles within the Company, holding positions including Director and Executive Vice President. He possesses extensive knowledge of finance and accounting and offers his rich experience and broad insight as a manager. | 12/12 (100.0%) |
14/14 (100.0%) |
| Audit & Supervisory Board Member | Kiyomi Kato | Ms. Kato has worked primarily in accounting and auditing roles at the Company and has accumulated particular expertise in the Companies Act, finance, and accounting. She possesses extensive experience and offers broad insight based on her career experience. | 12/12 (100.0%) |
14/14 (100.0%) |
| Audit & Supervisory Board Member
Outside
Independent
|
Junko Ueda | Ms. Ueda has served as Professor at Aichi University Graduate School Department of Law and outside officer of another company. She brings a high level of expertise in the Companies Act as well as a wealth of experience and wide-ranging insights in corporate governance gained throughout her career. | 12/12 (100.0%) |
14/14 (100.0%) |
| Audit & Supervisory Board Member
Outside
Independent
|
Katsuhiro Kashiwagi | With many years of experience as a certified public accountant, Mr. Kashiwagi brings us his extensive expertise in corporate accounting and auditing, along with broad insight into corporate management. | 12/12 (100.0%) |
14/14 (100.0%) |
Shares Held
Basic Policy on Holding Policy Shares
The Company’s basic policy is to avoid cross-shareholdings unless they are deemed essential for enhancing corporate value, from the perspectives of improving capital efficiency, reducing assets, and strengthening governance. We recognize the need to promote joint technological development and business alliances through shareholdings in order to survive intense competition and achieve sustainable growth. On the other hand, we assess whether a business relationship can be maintained without holding shares, and we only retain cross-shareholdings when it is determined that such holdings are truly essential for enhancing corporate value.
Methodology for validating strategic shareholdings
The Company assesses the utility of strategically held shares from the perspective of whether business relationships could be maintained or expanded without such shareholdings. The details of validation exercises, the results of dissolving such shareholdings, and future policies for reduction are reviewed at each Board of Directors meeting.
Criteria for exercising voting rights
The Company does not exercise voting rights based on standardized, short-term criteria. Instead, we our decisions are made from a medium-to-long-term perspective, considering factors such as whether the exercise contributes to maintaining or enhancing corporate value and shareholder returns, while fully considering the management policies and strategies of the investee company. When exercising voting rights, we focus on whether the investee company’s management conduct prioritizes its development and shareholder interests, and we review each proposal individually. Furthermore, based on internal rules, we individually scrutinize and review the results of dialogue with the company before deciding whether to vote for or against a proposal.
Efforts to reduce shareholdings
When we determine that a strategic equity stake does not enhancing our corporate value, we proceed with reductions through dialogue with the respective companies. During the current fiscal year, we sold all or part of our holdings in three of 12 listed stocks involved in such arrangements.
Status of stock holdings (end of current fiscal year)
| Stock Carrying value (March 31, 2025) |
Stocks with increased share count in FY2025 | Stocks with decreased share count in FY2025 | |
|---|---|---|---|
| Unlisted stocks | 51 stocks ¥18,072 million |
2 stocks ¥256 million |
1 stock ¥6 million |
| Listed stocks | 10 stocks ¥96,738 million |
ー | 3 stocks ¥3,839 million |