Corporate Governance
Latest Update :
Jul.1, 2011
Basic Policy and System
Basic Policy for Corporate Governance
Minebea has adopted the five principles as its basic policy for management, which are Minebea shall "be a company where our employees are proud to work", "earn and preserve the trust of our valued customers", "respond to our shareholders' expectations", "work in harmony with the local community", and "promote and contribute to global society". Under this basic management policy, Minebea's business objective is to fulfill its social responsibilities to the various stakeholders, such as shareholders, customers, the local community, global society, and employees, and maximize its corporate value. In order to achieve this business objective, Minebea has approached the enhancement and reinforcement of corporate governance as a key management theme. Also, in order to ensure the health of the management of the company and strengthen corporate governance, we are promoting the establishment, maintenance and expansion of an internal control system.
Basic Explanation of Company's Organization
We have a ten-member Director system in response to the need for highly strategic business judgments and timely action. At the same time, by having an executive officer system, we delegate significant authority from the Board of Directors to Executive Officers, and clearly divide the role of management / supervision functions from execution functions.
Moreover, aimed at obtaining advice on all aspects of our corporate management and strengthening the Board of Director's functions to supervise the organizations of execution, we include two independent board members in the ten Board of Directors.
Furthermore, regarding the Board of Corporate Auditors, in order to strengthen and enhance its auditing functions, we have three external corporate auditors (including one standing external corporate auditor) out of the four Board members.
In addition to holding the Board of Corporate Auditors' meetings and attending the Board of Directors' meetings and other important meetings, the corporate auditors, in conjunction with the Independent Auditors, and the Internal Audit Department, audit domestic offices, subsidiaries, and overseas subsidiaries, to carry out auditing the activities of directors.
Summary of Management Decisions, Supervision and Various Functions and reasons to use these systems
(a) Supervision of Management
Minebea's supervision of management is done by the ten-member Board of Directors who will make significant strategic business judgments that can facilitate prompt and highly strategic decision making. We have included two independent members in the Board of Directors aimed at obtaining advice of our corporate management and strengthening the Board of Directors' functions to supervise the organizations of execution.
(b) Execution Function of Management
The executive officer system delegates operational management authority to Minebea's executive officers to ensure the efficient performance and enhancement of business operations.
(c) Monitoring of Management
Minebea has built a monitoring system made of four corporate auditors, of which three are external corporate auditors.
Also, there are no titles for the members in the Board of Directors in order to enhance the monitoring of each Board member.
(d) Summary of each organization
| Board of Directors Meeting | A meeting of Minebea's ten-member Board of Directors is held on basically a monthly and as-needed basis to facilitate a swift and strategic decision-making process. Significant business matters related to our domestic and overseas group companies are discussed and resolved by the Board of Directors. |
|---|---|
| Senior Executive Officer Council | This is the President and Chief Executive Officer's advisory panel. Matters related to business operations are discussed by the Senior Executive Officer Council in basically a monthly meeting or in extraordinary Senior Executive Officer Council meetings when necessary. |
| Executive Officers Meeting | Business operations of domestic and overseas group companies are reported on at quarterly Executive Officers Meetings as well as other Executive Officers Meetings held on an as-needed basis in order to enhance interdivisional cooperation. |
| Board of Corporate Auditors Meeting | Discussing and adequately analyzing specific issues at the Ordinary Board of Corporate Auditors Meeting held basically once every month and Corporate Auditors Preliminary Meeting held accordingly. Also, an informal meeting with the Representative Director, President and Chief Executive Officer is held every quarter. |
| Other Committees | Committees are established for specific matters necessary for adequate business operations, such as Compliance, Risk Management, Information Security, etc. |
(e) Overview of Operational Functions, Business Supervision and Internal Controls
The following section provides an overview of Minebea's operational and oversight functions as well as internal controls.
Number of Directors
The Articles of Incorporation state that Minebea shall have no more than 10 Directors.
Necessary Resolutions for Selecting Directors
Minebea stipulates in its Articles of Incorporation that Directors shall be selected by a majority of those shareholders holding voting rights at shareholder meetings at which one-third or more of the shareholders holding voting rights are in attendance.
The Articles of Incorporation stipulates that Board members shall not be elected via cumulative voting.
Bodies Deciding Issues Such as Surplus Dividends
In order to maintain mobility of capital policy, Minebea stipulates in its Articles of Incorporation that surplus as defined by Company Law Article 454, Paragraph 5, can be distributed as dividend (interim dividend) upon resolution of the Board of Directors.
Bodies Deciding Treasury Stock Acquisition
In order to quickly address change in the management environment, and pursuant to Company Law Article 165, Paragraph 2, Minebea stipulates in its Articles of Incorporation that it has the right to acquire treasury stock when so decided at a Board of Directors meeting.
Requirements for Special Resolutions at General Shareholders Meetings
In order to ensure that the will of shareholders with voting rights is reflected in proposals requiring special resolutions, Minebea stipulates in its Articles of Incorporation these proposals shall be passed by a two-thirds majority of those shareholders holding voting rights at shareholder meetings defined by Company Law Article 309, Paragraph 2, attended by one-third or more of the shareholders holding voting rights.
