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 11 Directors (including 6 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, 6 Outside Directors were appointed at the 125th Annual General Meeting of Shareholders held on March 27, 2025, 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.

Main Topics of Discussion and Activities

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 5 Directors, all of whom are Outside Directors. All of them were registered as independent officers at Tokyo Stock Exchange.

Main Topics of Discussion and Activities

Roundtable Discussion among Outside Directors

Skills matrix

Evaluation of the Effectiveness of the Board of Directors

Analysis and evaluation process

1. January All directors fill out questionnaires
2. January to February Analysis based on collected results
3. February Exchange of opinions and evaluation at the Board of Directors meeting
4. August to December Formulation of future tasks

Through the above analysis and evaluation process, it was confirmed that all of the operation of the Board of Directors, resolutions, reports, and deliberation time were appropriate. With the transition to a company with an Audit and Supervisory Committee in March 2024, open and lively discussions based on diverse perspectives from both internal and external directors have deepened even further. Apart from the Board of Directors, we have established an executive roundtable forum for more in-depth discussions on issues.

Issues identified for the fiscal year ended December 2024

Corporate Governance Report