ESG・SDGs

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

Basic concepts and current status of internal control systems

Ferrotec has established a basic policy for the establishment of an internal control system and has formulated various rules for all business operations, including “Compliance Guidelines”, “Rules on Duties and Authorities”, “Rules on Division of Duties”, “Internal Information Management Rules”, “Rules on Disclosure of Important Information”, “Rules on Management of Trade Secrets”, “Rules on Management of Confidential Information on Business Partners”, “Basic Rules on Protection of Personal Information”, “Policy on Response to Antisocial Forces”, “Rules on Business Continuity Management in the Event of Disasters”, “Security Export Management Rules”, “Risk Management Rules”, and “Internal Reporting Rules” to clarify the roles and responsibilities of each organization. Furthermore, in accordance with the amendment to the Corporation Law enacted on May 1, 2015, Ferrotec has revised its basic policy for the establishment of internal control systems, implemented internal checks based on the management control organization and other corporate governance systems for business execution and supervision, and developed a risk management system. With the legal advisory contract with Goto Law Office, we receive legal advice as necessary in the course of business. We also undergo accounting audits from EY Ernst & Young ShinNihon LLC, our accounting auditor, based on the audit contract, and receive reports on matters that are pointed out during and after the audit.

Chronological table of corporate governance

Director Auditor
Fiscal year Term Item Inside Outside Total Outside
%
Foreign Foreign
%
Female Female
%
Inside Outside Total
FY2002/3 22nd ・First Foreign National Appointed as Director 6 0 6 0% 1 17% 0 0% 1 3 4
FY2003/3 23rd 6 0 6 0% 1 17% 0 0% 0 3 3
FY2004/3 24th 6 0 6 0% 1 17% 0 0% 0 3 3
FY2005/3 25th 7 0 7 0% 1 14% 0 0% 0 3 3
FY2006/3 26th ・First Outside Director Appointed 6 1 7 14% 1 14% 0 0% 0 3 3
FY2007/3 27th ・Established Basic Policy on Internal Control System 6 1 7 14% 2 29% 0 0% 1 2 3
FY2008/3 28th ・Abolished the Retirement Benefit Plan for Officers
・Introduced a Liability Limitation Agreement System for Non-Executive Directors and Auditors
7 1 8 13% 2 25% 0 0% 1 2 3
FY2009/3 29th ・Established Compliance Guidelines
・Established the Internal Control Committee and Formulated Its Regulations
7 1 8 13% 1 13% 0 0% 0 3 3
FY2010/3 30th ・Introduced a One-Year Term of Office for Directors
・Established the Compensation Committee
7 2 9 22% 1 11% 0 0% 0 3 3
FY2011/3 31st 4 3 7 43% 1 14% 0 0% 0 3 3
FY2012/3 32nd ・First Female Appointed as Executive Officer 4 3 7 43% 1 14% 0 0% 0 4 4
FY2013/3 33rd 4 3 7 43% 1 14% 0 0% 0 4 4
FY2014/3 34th ・Established Criteria for Election of Independent Officers 4 3 7 43% 1 14% 0 0% 0 3 3
FY2015/3 35th 6 3 9 33% 1 11% 0 0% 0 3 3
FY2016/3 36th ・Submitted the Corporate Governance Report 7 2 9 22% 1 11% 0 0% 0 4 4
FY2017/3 37th 7 2 9 22% 1 11% 0 0% 0 3 3
FY2018/3 38th ・Introduced Board Effectiveness Evaluation by an External Organization 5 2 7 29% 1 14% 0 0% 0 3 3
FY2019/3 39th 6 2 8 25% 1 13% 0 0% 0 3 3
FY2020/3 40th ・Introduced the Restricted Stock Compensation Plan 6 2 8 25% 1 13% 0 0% 1 2 3
FY2021/3 41st ・Established the Risk Management Committee and Formulated Its Regulations 6 2 8 25% 1 13% 0 0% 1 2 3
FY2022/3 42nd ・First Female Appointed as Director 6 3 9 33% 1 11% 1 11% 1 2 3
FY2023/3 43rd 6 3 9 33% 1 11% 2 22% 2 2 4
FY2024/3 44th 6 3 9 33% 1 11% 2 22% 1 2 3
FY2025/3 45th ・Abolished the Restricted Stock Compensation Plan
・Introduced the Post-Delivery-Type Stock Compensation Plan
6 3 9 33% 1 11% 1 11% 1 2 3
FY2026/3 46th 6 3 9 33% 1 11% 2 22% 1 2 3
FY2027/12 47th 5 3 8 38% 1 13% 1 13% 1 2 3