Basic Views

The Company is enhancing its corporate governance by seeking sustainable growth and striving to improve its corporate value over the medium/long-term through the establishment of systems that facilitate transparent, fair, rapid, and resolute decisions and the demonstration of entrepreneurial spirit based on the Management Philosophy, all without losing sight of its fiduciary responsibility as an entity entrusted by its shareholders with business management in addition to its responsibilities to them as well as its employees, customers, business partners, creditors, local communities, and other stakeholders.

System

Board of Directors

In Nippon Denko, the Board of Directors, which is composed of 10 Directors (including 5 Outside Directors), makes important decisions about overall business administration and supervises overall business execution.
So that the Board of Directors could make decisions appropriately from diverse viewpoints and strengthen the supervising function, 5 Outside Directors were appointed at the 126th Annual General Meeting of Shareholders held on March 27, 2026, and all of them were registered as independent officers at Tokyo Stock Exchange. We believe that corporate governance can be tightened by enhancing the supervising and overseeing functions of independent Outside Directors.

Audit and Supervisory Committee

The Audit and Supervisory Committee monitors the economic activities of Directors and the status of governance from neutral and fair perspectives, to secure the sound growth of the Nippon Denko Group based on an appropriate corporate governance system. The Audit and Supervisory Committee is composed of 3 Directors, all of whom are Outside Directors. All of them were registered as independent officers at Tokyo Stock Exchange.

Roundtable Discussion among Outside Directors

Skills matrix

Evaluation of the Effectiveness of the Board of Directors

In FY2025, the Company examined the effectiveness of the Board of Directors by holding individual dialogues between independent Outside Directors and the Representative Director, the exchange of opinions among Inside Directors, talkfests involving all directors, etc.
As a result, we confirmed that the operation of the Board of Directors, resolved and reported items, and deliberation time are all appropriate. In particular, the supervisory functions for compliance, governance, etc. have improved in recent years in the wake of the shift to a company with an Audit and Supervisory Committee in March 2024, and more open, livelier discussions have been held from diverse viewpoints of Inside and Outside Directors. Accordingly, it has been recognized that the effectiveness of the Board of Directors of the Company was secured.
Meanwhile, the following issues have been pointed out for making the Board of Directors more effective.

Issues identified for the fiscal year ended December 2025

Corporate Governance Report