ESG

Corporate governance

Basic approach to corporate governance

To increase the value of the company and gain the trust and support of the stakeholders including shareholders, customers, clients, and local communities, it is essential to establish a management structure that emphasizes sound management and allows for prompt and precise response to sudden changes in the management environment.

Corporate governance structure

Ferrotec Holdings is a company with a board of company auditors. As of August 1, 2020, the company has 8 directors, two of which are independent directors. To ensure prompt response to changes in the business environment, the terms of directors are one year. In addition to monthly regular board meetings, an extraordinary board meeting is held flexibly as an important matter arises.

As of August 1, 2020, 10 executive officers (consisting of 9 males and 1 female, including 5 directors (4 males)) are assigned as the persons responsible for their respective duties and/or department for a clear division of roles in the execution of operations. Ferrotec Holdings is a company with a board of company auditors. As of August 1, 2020, the board of company auditors consists of three auditors (including one full-time auditor), all of which are external auditors for enhanced corporate governance.

The company receives legal advice as needed in the course of business based on a legal advisory agreement with Gotoh Law Office. The company is also audited by an accounting auditor, Ernst & Young ShinNihon LLC, based on an audit agreement. As a firm listed on Tokyo Stock Exchange JASDAQ Standard, it makes every effort to disclose information without delay in the case of an event as specified in the disclosure rules.

Basic concepts and current status of internal control systems

The company has established a variety of rules related to all operations, such as the Rules for Administrative Authority, Rules for Division of Duties, Rules for Internal Information Management, Rules for Whistle-Blowing, Basic Rules for Personal Information Protection, Policy on Dealing with Anti-Social Forces, and Rules for Disaster Recovery and Business Continuity Management, clearly defined the roles and responsibilities of each organization, implemented internal control based on the corporate governance structure including business management organs related to the execution and supervision of operations, and implemented risk control systems.

Chronological table of corporate governance

Board member Auditor
Fiscal year Item In-house External Foreign nationality Total Ratio of external member In-house External
2001Jun22ndA foreigner takes up a post as a board member50160%13
2006May27thThe basic policy of the internal control system is established511714%12
2007Jun28thRetirement bonuses system for directors is abolished Contracts for Limitation of Liability conclusion system for non-executive directors and auditors is introduced611813%12
2008Apr29thCompliance guideline is established611813%03
2008Oct29thInternal control committee is established, provision is established611813%03
2009Jun30th1 year of director's term of office is introduced Compensation committee is established621922%03
2011Jun32ndA woman takes up a post as a corporate officer for the first time331743%04
2013May34thIndependent officer assignment standard is established331743%03
2015Jul36thThe corporate governance report is submitted621922%03
2018Mar38thEffectiveness of the board is evaluated by an external agency521825%03
2019Jun40thShare-based payment system with restriction on transfer is introduced521825%12
2020Jan40thRisk management commission is set up, provision is established521825%12