Governance
Basic stance and policy
Based on the Aisin Group Philosophy, we aim to build firm relationships with all stakeholders to maximize corporate value and achieve stable growth and evelopment over the long term.
To realize this goal, it is important for management to act in a fair and highly transparent manner to ensure the Company is regarded as a corporate citizen trusted by the international community. We are, therefore, working to enhance corporate governance based on the following fundamental policies. The policy described herein is codified and executed under the AISIN Group Charter of Sustainability.
Corporate governance structure
CxO: Reporting directly to the President, the Internal Audit Department conducts preliminary reviews of management decisions and drives management activity spanning the entire company.
Related materiality issues
| Materiality issues | Goal (KGI) | Indicator (KPI) | FY2026 results | 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 |
12.5% | 30% or more |
Under the Audit & Supervisory Board system, the Company is strengthening supervision of its business execution by directors and senior executive officers. The Board of Directors, of whose members at least one-third must be independent outside directors, provides oversight. Meanwhile the Audit & Supervisory Board, half of whose members are independent outside auditors, conducts audits while leveraging features of the Audit & Supervisory Board system, such as the independence of Audit & Supervisory Board members ("corporate auditors"), independent appointment procedures, and the appointment of full-time corporate auditors. Furthermore, to enhance the independence and objectivity of the Board of Directors, the nomination and remuneration of directors and senior executive officers are reviewed and discussed by the Executive Nomination and Compensation Committee, chaired by an independent outside director and consisting of a majority of independent outside directors, before being submitted to the Board of Directors.
We have adopted the current system because we believe it is important to assure timely and accurate management execution based on business circumstances and conditions on the factory floor, as well as to establish protocols for constantly monitoring whether such management decision-making is supported by and meets the expectations of our diverse stakeholder community.
Regarding our organization approach to business execution, from FY2026 we appointed two executive vice presidents to serve as the ultimate decision-makers on thematic matters and other tasks delegated to them by the president, which is expected to further accelerate business execution and drive companywide strategic discussion and implementation. In addition, we are increasing the number of CxOs and expanding their roles. Under the direct supervision of the President, these officers pre-screen management decisions and drive management priorities across the entire company.
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 - | |
|---|---|---|---|---|
| Board of Directors | 13-14 | 9 | 8 | |
| Of which vindependent 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% | ||
Under the Companies Act, three of the auditors were classified as outside auditors
Key Initiatives
| June 2014 | Appointed independent outside directors |
| January/March 2016 | Established the Executive Nomination Committee and the Compensation Committee |
| April 2022 | Eliminated vice president-level oversight and transferred authority to division heads and other leadership and established the CxO positions |
| June 2023 | Selected the Chair of the Executive 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 |
| April 2026 | Appointed executive vice presidents and expanded and increased the number of CxOs to accelerate companywide strategic discussion and execution |
Board of Directors
The Board of Directors, which consists of eight directors, including three independent outside directors, meets once a month in principle. The meeting of the Board of Directors 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 the Board of Directors and others by receiving reports from the Business Ethics Committee, the Risk Management Committee, and other committees.
In FY2026, as described in the section “Evaluating the effectiveness of Board of Directors' meetings,” the appointment of outside directors with acquired expertise in management transformation and sustainability resulted in increasingly multifaceted discussions that contributed to more substantive deliberations on management issues and sustainability.
Key agenda items for resolution or reporting at the FY2026 Board of Directors meeting
| Management strategy | Management strategy, medium-term business plan, Group management policy, earnings and investment budgets, cross-shareholdings |
|---|---|
| Business strategy and portfolio review |
Strategies for each region and business, alliances, progress reports on new businesses |
| Sustainability | Progress of activities toward sustainability management, human capital strategy, economic security, compliance, risk management and the results of the Board effectiveness evaluation[Y |
| Capital markets | Results of dialogue with capital markets |
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 evaluates 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) and corporate auditors (4)
ⅱ)Evaluation method:
(a) Third-party questionnaire-driven evaluation
(b) Interviews based on the results of the questionnaire
(c) Issues and future measures discussed by the Governance Roundtable and the Board of Directors based on the analysis results
ⅲ)Evaluation criteria:
Size and composition of the Board of Directors; its operations; support systems for outside directors; composition and operations of the Executive Nomination and Compensation Committee; and the degree of improvement regarding issues identified in the previous fiscal year’s evaluation, etc.
| Issues identified in FY2025 | Results of initiatives for FY2026 |
|---|---|
| Enhancement of discussions at the Board of Directors |
To enrich dialogue among our Board of Directors on realizing our Vision for 2030, we welcomed two outside directors with strong, relevant skills (business transformation and sustainability). Our discussions have become more multidimensional and our deliberation on management issues and sustainability further enriched. * |
| Strengthening of the Board of Directors’ supervisory function |
Enhanced supervision by outside directors based on reports from various meetings and committees (the Sustainability Conference, the Business Ethics Committee, the Economic Security Committee, the Risk Management Committee, and the Environmental Committee) and from the internal audit department.* |
| Linking necessary knowledge and skills with the succession plan |
To enrich Board of Directors discussions, we reviewed the skills required of directors and invited directors who possess those skills, and we held study sessions linked to management issues so that directors can acquire necessary knowledge and refine it through appropriate updates and other efforts. |
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.
[Overall assessment for FY2026] Overall, we are moving in a good direction. We will accelerate the shift so that the Board of Directors becomes a “forum for supervision” that sets the direction of management, evaluates it, and supports execution.
| Topics identified in FY2026 | Plan of action |
|---|---|
| Strategy discussions |
〈Key points〉Building consensus on growth trajectory
|
| Supervisory function |
〈Key points〉Understanding risks across the entire Group and strengthening Group management
|
| Composition and function of the Board of Directors |
〈Key points〉Considering a composition and form that accelerates the shift to a forum for supervision
|
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 Executive 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, and 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 | ○ | ○ | ○ | ○ | ○ | ○ | ◎ | ○ | |||||
| Yoshihisa Yamamoto | ○ | ○ | ○ | ○ | ○ | |||||||||
| Masahiro Nishikawa | ○ | ○ | ○ | ○ | ○ | |||||||||
| Daisuke Kondo | ○ | ○ | ○ | ○ | ○ | ○ | ||||||||
| Yoichi Miyazaki | ○ | ○ | ○ | ○ | ○ | ○ | ○ | ○ | ||||||
| Tsuguhiko Hoshino |
Outside
Independent
|
○ | ○ | ○ | ○ | ○ | ◎ | |||||||
| Yasuhito Hirota |
Outside
Independent
|
○ | ○ | ○ | ○ | ○ | ○ | ○ | ||||||
| Keiko Tatsuwaki |
Outside
Independent
|
○ | ○ | ○ | ○ | ○ | ○ | ○ | ||||||
| Audit & Supervisory Board Members | Shintaro Ito | ○ | ○ | ○ | ○ | ○ | ○ | ◎ | ||||||
| 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 / 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 capital strategy | This skill is considered necessary to motivating individual employees and providing them with a sense of fulfillment. |
| Governance / Compliance / 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, and 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 / 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 / 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 design and implementation of our internal controls are audited primarily by dedicated internal control functions in line with preestablished management indicators. Through regular monthly meetings with the Internal Audit Department, information is shared, and audits are collaboratively 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
In FY2026, in addition to self-evaluation by the Audit & Supervisory Board members, the scope of individual interviews was expanded to include accounting auditors, the internal audit department, subsidiary auditors, and inside and outside directors, with the aim of gathering a wide range of opinions on Audit & Supervisory Board activities (business audits, accounting audits, and improvement of audit effectiveness).
The results were discussed at a meeting of the Audit & Supervisory Board, and it was determined that effective audits were being conducted. The Company will continue strengthening cooperation between corporate auditors and independent outside auditors to further improve the effectiveness of the Audit & Supervisory Board.
Major activities for FY2026
| Audit & Supervisory Board meetings held |
15 times |
|---|---|
| Attendance at Board of Directors meetings and other key forums (Board of Directors meetings, management meetings, the Sustainability Conference, etc.) |
212 times |
| Meetings and hearings with executives and departments (President, directors, CxOs, executive officers, department heads, etc.) |
115 times |
| Onsite inspections of domestic and overseas subsidiaries (14 overseas companies, 10 domestic companies) |
24 companies |
Aisin Group audit coordination status
The Aisin Group consists of many companies: 69 domestic and 117 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.
FY2026 Aisin Group audit coordination results
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: 9
2 Collaboration 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:
23 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: 22
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 shares[YH1.1] the auditors' monthly reports. Furthermore, in FY2026, Audit & Supervisory Board members and outside directors continued to jointly inspect subsidiaries onsite. Through direct observation of various locations and assets, they were able to exchange opinions from the perspective of their distinct 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 and sustainability. 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.
To further motivate performance in line with the basic policy above, effective from FY2027 we have revised our policy on performance benchmarks and ratios used to determine variable compensation and how these are used to calculate performance-linked remuneration.
Executive compensation structure
As Directors (other than non-executive 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. The remuneration of non-executive directors, such as outside directors and of Audit & Supervisory Board members consists solely of a monthly salary and does not include a bonus or stock-based remuneration, which is in keeping with their operationally non-executive function. These officers are independent of business execution and are responsible for overseeing and advising management or auditing business execution.
Remuneration structure for Directors (excluding Outside Directors)*
Excluding outside directors and other non-executive officers. Depending on earnings performance, remuneration may differ from the above.
Policy of remuneration by type
Fixed remuneration (monthly remuneration)
- 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, ROIC, and the degree of progress toward sustainability KGIs 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 evaluation result.
Benchmark Evaluation weight Evaluation method Consolidated operating profit 40% Evaluated on the basis of the degree of achievement in each fiscal year of the standard profit set for the sustainable growth of the Company ROIC 40% Evaluated on the basis of the degree of achievement in each fiscal year of the annual forecast Degree of progress
toward sustainability
KGIs20% Evaluated on the basis of the degree of progress through initiatives in each fiscal year toward all KGIs established by the Group - The FY2026 bonus was calculated using the pre-revision calculation benchmarks, namely consolidated operating profit and sustainability KPIs.
Benchmark Evaluation weight Evaluation method Consolidated
operating profit90% Evaluated on the basis of the degree of achievement in each fiscal year of the standard profit set for the sustainable growth of the Company Sustainability KPI 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.
Selection criteria for FY2026* “Rate of reduction in CO2 emissions from production activities” and “Job satisfaction” (5% each)In line with the revision of our materiality definitions, the selection criteria have been calibrated and evaluated as follows: “Rate of reduction in CO2 emissions from production activities”: Scope 1 and 2 emissions (compared to FY2020) “Job satisfaction”: Positive response rate for employee engagement and for an empowering environment for employees
- 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 of the system, please refer to page 79 of the Annual Securities Report. For details of the system, please refer to page 79 of the Annual Securities Report.
Executive compensation standards
In order to verify objectivity and validity, the levels of total remuneration for Directors by position are determined each year by reference to the remuneration levels of manufacturers similar to the Company in size, industry, and business profile, as reported in 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 reviews the executive remuneration system and determines the individual remuneration amounts based on the policy for determining the remuneration for each Director established by the Board of Directors, taking into account factors such as company performance, job responsibilities, and achievements.
Furthermore, the monthly remuneration for each Audit & Supervisory Board Member is determined through discussions among the members, within the remuneration limit resolved at the General Meeting of Shareholders.
Remuneration amounts for directors and auditors
| Executive category | Total amount of remuneration, etc. (Million Yen) |
Totals for each type of remuneration, etc. (Million Yen) |
Number of applicable executives |
||
|---|---|---|---|---|---|
| Fixed remuneration |
Performance-linked remuneration |
||||
| Monthly remuneration |
Bonus | Stock-based remuneration |
|||
| Director | 608 | 268 | 164 | 175 | 10 |
| (of which, Outside Director) | (57) | (57) | (－) | (－) | (6) |
| Audit & Supervisory Board Member |
116 | 116 | ー | ー | 4 |
| (of which, Outside Audit & Supervisory Board Member) |
(24) | (24) | (－) | (－) | (2) |
| Total | 724 | 384 | 164 | 175 | 14 |
The table includes two Directors (including two Outside Directors) who retired at the conclusion of the 102nd Ordinary General Meeting of Shareholders held on June 17, 2025.
The amount of performance-linked remuneration is based on the resolution of the Board of Directors meeting held on May 20, 2026.
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 times attended | |
|---|---|---|---|---|
| Board of Directors meeting |
Audit & Supervisory Board meeting |
|||
| 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. |
16/16 (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 at the vice-president level and currently holds the positions of director, executive vice president, chief digital officer, and chief technology officer. He possesses extensive experience and broad insight with regard to general management and the advancement of technology development strategy. | 16/16 (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, senior executive officer, and chief carbon neutral officer. He brings extensive experience and wide-ranging insight into overall management and manufacturing both domestically and internationally. | 16/16 (100.0%) |
- |
| Member of the Board of Directors
Newly appointed
|
Daisuke Kondo | Mr. Kondo has worked primarily in corporate planning and strategy functions at the Company. He has served as an executive officer since 2024 and currently holds the positions of executive vice president, chief financial officer, and chief strategy officer. He offers extensive experience and broad insight in general management as well as external affairs, public relations, and the advancement of management strategy. | - | - |
| Member of the Board of Directors
Newly appointed
|
Yoichi Miyazaki | Mr. Miyazaki has for many years worked in management at Toyota Motor Corporation. In addition to the advanced expertise in regional, business, and sales strategy cultivated throughout his career, he possesses extensive experience and broad insight into overall management. | - | - |
| 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. | 16/16 (100.0%) |
- |
| Member of the Board of Directors
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. | 13/13 (100.0%) |
- |
| Member of the Board of Directors
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. | 13/13 (100.0%) |
- |
| Audit & Supervisory Board Member
Newly appointed
|
Shintaro Ito | Mr. Ito has mainly performed corporate management functions at the Company, including serving as a director and executive vice president. He brings strong knowledge of finance and accounting as well as extensive experience and broad insight as a manager. | - | - |
| 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. | 16/16 (100.0%) |
15/15 (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. | 15/16 (93.75%) |
15/15 (100.0%) |
| Audit & Supervisory Board Member
Outside
Independent
|
Katsuhiro Kashiwagi | Mr. Kashiwagi has worked for many years as a certified public accountant, including serving as a partner at KPMG AZSA LLC. In addition to the advanced expertise in finance and accounting cultivated throughout his career, he brings extensive experience in auditing and broad insight into corporate management. | 15/16 (93.75%) |
15/15 (100.0%) |