Corporate Governance

Our Basic Approach

Based on our Corporate Vision and Mission, we aim for continuous growth and enhancement of corporate value over the medium and long term as well as co-existence and co-prosperity with every stakeholder. To win the struggle to survive in the global semiconductor industry, with its rapid and extreme changes and competition, and continue to satisfy the expectations of all the stakeholders and to grow with the expansion of profits, we aim to secure a firm footing as global semiconductor company by honing edge technology and supplying excellent semiconductor products and optimized solutions through elaborate marketing and sales activities. To achieve this, we recognize that it is important to build a corporate governance structure and system that enables transparent and fair decision-making as well as quick and resolute decision-making. We will continue to enhance its corporate governance system and system through various measures such as dialogue and cooperation with our stakeholders including shareholders, appropriate information disclosure, and ensuring appropriate delegation of authority and highly effective oversight functions.

Outside / Independent Directors and Corporate Auditors

We proactively appoint 3 outside directors (out of 5 directors) and 3 outside corporate auditors (out of 3 corporate auditors) who have a great variety of experience and expertise to incorporate outside perspective and multilaterally deal with management issues. Furthermore, we search for superior human resources, and appoint 3 outside directors as independent directors and 2 out of 3 outside corporate auditors as independent corporate auditors. They have no conflict of interests and can provide appropriate and objective advice to improve our business performance as well as corporate governance.

Internal Control System

We made resolution and put into practice of the basic policies for the establishment of structures, as set forth in Item 6, Paragraph 4, Article 362 of Japan’s Companies Act and Paragraphs 1 and 3, Article 100 of Japan’s Ordinance for Enforcement of the Companies Act ("Internal Control System"). In addition, we periodically hold Internal Control Promotion Committee to discuss topics, and decide and promote our Group's policies with respect to internal control stipulated in Japan’s Companies Act and Financial Instruments and Exchange Act.