Governance Structure

To continue sound business activities, we are developing systems for further improving governance.

Basic Stance on Corporate Governance

We aim to maintain sound management and increase corporate value from the medium- to long-term perspective by developing management organizational structures and mechanisms and implementing the necessary measures.
To achieve this, we have adopted the following five basic policies.

Basic Policies for Corporate Governance

  1. We ensure the rights and equality of our shareholders and strive to create an environment in which they can exercise their rights appropriately.

  2. We work to sustain good relationships by fulfilling our responsibility as a company to stakeholders, such as our shareholders, customers, partners, local communities, and employees.

  3. We appropriately conduct disclosure based on the law while also independently striving to provide information other than that required by law.

  4. The Board of Directors will intensively deliberate on agenda items, determine the supreme management policy, and supervise business management trends based on each member's knowledge and experience underpinned by a thorough understanding of the business. In addition, the Board will actively discuss management issues derived from the agenda items in order to fulfill its appropriate roles and responsibilities.

  5. We will endeavor to engage in constructive dialog with shareholders, and strive to disseminate and share information by providing feedback to management and members of the Board on the opinions and other information collected through such dialog.

Governance Structure (as of June 28, 2023)

Nomination and Compensation Committee

To strengthen the independence and objectivity of decisions on nominations and compensation of Members of the Board, the Board of Directors has established a voluntary Nomination and Compensation Committee, an advisory body to the Board of Directors, consisting of a majority of independent external directors, to consider matters related to personnel matters and compensation for Members of the Board.

Composition of the Nomination and Compensation Committee

As of April 2024

Post
Name
Nomination and Compensation Committee
Chairman & Representative Member of the Board, CEO

Takashi Kayamoto

◎
Representative Member of the Board, President & COO

Kazuhisa Uemura
○
Executive Vice President and Representative Member of the Board

Kiyohiko Kanmei

Executive Vice President and Representative Member of the Board

Hidefumi Yoshimura

Member of the Board

Shunsuke Sasaki

Member of the Board (External)

Keiichiro Sue

○

Member of the Board (External)

Katsuko Tanaka

○

Member of the Board (External)

Hiromi Tamakoshi

○
Percentage pie chart showing the breakdown of the 60% ratio of outside directors on the nomination and compensation committee

Board of Directors

NHK Spring clearly distinguishes the roles of the Board of Directors, which is responsible for corporate management and supervision, and the Corporate Officers, who are in charge of business execution. This will enable the Board of Directors to intensively discuss important management judgments, make important management decisions, and supervise the execution of operations by Corporate Officers, thereby further maintaining and improving management efficiency and continuously increasing corporate value over the medium to long term under the corporate governance system.
In addition, External Members of the Board are appointed for the purpose of receiving advice based on their knowledge regarding management policies and management improvement, as well as to seek their active involvement in management supervision through decision-making on important matters of the Board of Directors.

取締役会における平均在任期間、年齢、独立性比率、女性比率

Audit & Supervisory Board

The responsibility for auditing the Company's management execution rests with the Audit & Supervisory Board, which is independent of the Board of Directors.
In addition, the Company ensures a sufficient support system to assist the monitoring of management by corporate auditors, and takes necessary measures from the viewpoint of strengthening the functions of corporate auditors, including the appointment of independent external auditors and auditors endowed with high levels of knowledge and expertise in finance and accounting.

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