We strive to pursue the best possible corporate governance in order to achieve our mission and policy as described in the Company Mission and the Basic Management Policy.
We recognize that a company is supported by all of its stakeholders including its customers, business partners, employees, shareholders, investors, and local communities. We believe that the management and conduct of a company must be based on fairness, integrity, and transparency. Our basic view on corporate governance is to achieve sustainable corporate growth and maximize corporate value over the mid- to long-term from the stakeholders' perspective. We strive to improve corporate governance in accordance with the following guidelines.
- To properly cooperate with all stakeholders including shareholders into consideration, and properly address and deal with ESG (environmental, social, and governance) issues.
- To respect the rights of shareholders, secure their equal treatment, and engage in constructive dialog with shareholders who share the mid-to-long term perspective.
- To disclose corporate information in a timely and appropriate manner as a part of ensuring our transparency.
- To make the roles and responsibilities of the Board of Directors clear, hold meetings of the Board of Directors in a timely and appropriate manner, facilitate decision-making processes, and ensure that outside officers proactively express their views from an independent and objective standpoint and that the Board of Directors oversees the execution of business.
Based on these views, the "Corporate Governance Policy" and "Corporate Governance Report" are established and published.
Corporate Governance System
In the semiconductor and electronic component industry, the most effective way of making prompt and accurate decisions is to retain a small number of directors who are versed in operations and technologies, and have extensive experience in executive authorities and supervision. Therefore, first and foremost, to maintain such a policy and be audited by outside auditors who represent the frank opinions of outsiders or shareholders, executing policies will be suspended in some cases. For this reason, ROHM has strictly maintained a system in which all company auditors are outside auditors. Consequently, individual systems have mutually interacted in a good manner, and internal control has functioned very effectively. In addition, because of recent changes in the business environment and frequent misconduct within other companies, ROHM started to welcome outside directors in June 2008. Currently, the board directors' meeting is attended by two outside directors. Ever since, discussions within board directors have been active and much more considerate of business status. Thus, ROHM would like to strengthen these policies in the future as well.
Board of Directors
ROHM believes that an agile and effective management and corporate system can be established so Directors familiar with ROHM Group's businesses and technologies have executive power and supervise each other.
In order to facilitate the agile decision-making process, the number of Directors is limited to ten or fewer. Moreover, at least two of whom must be independent Outside Directors who are not involved in the execution of business in order to ensure effective and objective oversight of the management and enhance mutual supervision among the Directors.
In order to secure transparency and objectivity in the company management, the five auditors that make up the Board of Auditors are all independent external auditors. The auditors audit the execution of the duties of the directors through the investigation of the work performed and attendance at major meetings such as the Board of Directors' meetings. They also coordinate with the Accounting Auditor and Internal Audit Division to improve the accuracy of the audits.
Internal Audit Division
An Audit Division has been established as the Internal Audit Division. The Audit Division examines the work of the ROHM Group overall. It implements duties such as interviews of executives and employees and inspections of documents and forms. It also coordinates with the Auditors and Accounting Auditor to audit matters such as the conformity of internal regulations and the soundness of assets.
CSR Committee and various specialist committees
The ROHM Group considers CSR to be a key point for sustainable management and has had a CSR Committee chaired by the President since 2011. The objective of this committee is to achieve rapid decision-making in response to both the long-term outlook and the present problems and to the demands from the wide variety of stakeholders. The CSR Committee is comprised of all the directors, including the external directors, and also the heads of the departments with equivalent authority. The various specialist committees beneath the CSR Committee report and discuss the CSR related activity situation and activity plans in order to rotate the PDCA cycle for the CSR management and strengthen the CSR management system.