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Corporate GovernanceBusiness Foundation

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Our Basic Policy

ROHM constantly pursues the best corporate governance in order to realize its objectives and policies, such as the Company Mission and the Basic Management Policy. Based on the recognition that ROHM is supported by all stakeholders, we believe that corporate operations and actions must be rooted in fairness, soundness, and transparency.
Based on our basic policy of maximizing sustainable corporate growth and medium- to long-term corporate value based on an accurate understanding of our company's capital costs from the standpoint of our stakeholders, we are working to enhance corporate governance.

    Basic Policy

  • 1. To properly cooperate with all stakeholders, including shareholders, and appropriately consider and respond to issues in sustainability management, including ESG (Environmental, Social, and Governance) factors.
  • 2. 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.
  • 3. To disclose corporate information in a timely and appropriate manner as a part of ensuring our transparency.
  • 4. 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, We have established and published the Corporate Governance Policy and Corporate Governance Report.

Reforming and Enhancing Governance

ROHM considers corporate governance to be one of the most important management issues and has been working to reform and strengthen it. In 2019 we transitioned to a company with the Audit and Supervisory Committee system and introduced the Executive Officer System to strengthen supervisory functions and create an organization that enables flexible decision-making. In addition, we have established the EHSS General Committee, which oversees the operations of eight management systems related to sustainability, and are building an executive governance system. Furthermore, to ensure objectivity and transparency while promoting diversity on the Board of Directors, we are striving to strengthen governance by having the majority of the Board composed of independent outside directors.

Change through Governance Reform

Medium-term Targets and Achievements

Enhancing Corporate Governance
[Background and Challenges for Activities] For corporate activities to comply with the rules of society and meet the expectations of diverse stakeholders, it is necessary to enhance corporate governance with the aim of strengthening competitiveness while ensuring management transparency. To this end, it is essential to clarify the roles and responsibilities of the Board of Directors and other bodies, to make swift decisions, and to promote the separation of management execution and supervision by utilizing outside directors from an independent and objective standpoint, thereby strengthening the monitoring and supervisory functions of the Board of Directors.
ROHM Group aims to strengthen corporate governance, achieve sustainable growth, and increase corporate and shareholder value.
Theme Targets
(Target Year: FY2025)
Targets for FY2022 FY2022 Actual Targets for FY2023
Secure diversity of the Board of Directors Increase the female or foreign national officer ratio at Head Office to 10% Increase the percentage of women and non-Japanese directors on the Board of Directors
(At the time, female officer ratio: 9%、foreign national officer ratio: 0% Total: 9%)
Increase by 14% (female officer ratio: 15%、foreign national officer ratio: 8% Total: 23%) Increase or maintain the percentage of women and non-Japanese directors on the Board of Directors
Review of compensation system to improve medium-to long-term corporate value
  • 1. Increase the number of independent outside directors to a majority of the board of directors
Increase the percentage of independent outside directors on the Board of Directors(45% at the time) Increase by 9% (Actual 54%) Increase or maintain the percentage of independent outside directors on the Board of Directors
  • 2. Introduce a compensation system linked to the Medium-term management plan (financial and non-financial targets)
Introduce a compensation system linked to the medium-term management plan (financial and non-financial targets) Completed introduction of Performance-linked restricted stock unit (PSRSU) Conduct a comprehensive review of the balance and level of the compensation structure, including the directors' shareholding ratio and the holding period of the Company's shares
Secure the effectiveness of management Evaluate the effectiveness of the Board of Directors once every three years Plans to introduce external support for effectiveness assessment Introduced support by an external organization for evaluation and analysis of the results of the effectiveness evaluation conducted in March 2023 Continue to provide support by an external organization for the effectiveness evaluation.

Corporate Governance System

ROHM has established an appropriate governance system based on the ROHM Corporate Governance Policy to ensure fairness and transparency in management. The Officer Nomination Council and the Director Remuneration Council have been established as advisory bodies to the Board of Directors to enhance independence, objectivity, and transparency. We are also strengthening governance through the reinforcement of the executive side through the Executive Meeting, which serves as a supporting body for the President's decision-making, and through the coordination between the management side (the Board of Directors and the Sustainability Management Committee) and the executive side (the EHSS Management Committee) and the clarification of roles.

Corporate Governance System
Corporate Governance System

Initiatives to Enhance the Board of Directors

We believe it is important for the Board of Directors to fully fulfill its functions and strengthen governance in order to sustainably increase ROHM‘s corporate value.

Since 2016, when we introduced the Evaluation of the Board of Directors' Effectiveness, we have conducted an annual survey of all directors on the effectiveness of the Board of Directors. The results of the survey are used by the Board of Directors to analyze and evaluate the effectiveness of the Board of Directors.

In FY2022, we introduced the analysis and evaluation of third-party assessments utilizing an external organization in order to ensure both objectivity and effectiveness of the evaluation. Based on the results of the evaluation, the Board of Directors discusses future initiatives to improve effectiveness.

Initiatives to Enhance the Board of Directors
Initiatives to Enhance the Board of Directors

Remuneration

Policy for Determining Remuneration

ROHM's basic policy is to make the remuneration of directors a system that shares value with shareholders, and to set the remuneration of individual directors at an appropriate level based on their respective responsibilities, in order to clarify their management responsibility and fully function as a sound incentive for the company's sustainable growth and enhancement of corporate value over the medium to long term. ROHM’s basic policy is to set the remuneration of individual directors at an appropriate level based on their respective responsibilities.

Specifically, the compensation for executive directors consists of a fixed monetary compensation, performance-linked remuneratuib, and stock-based remuneration as non-monetary remuneration. The remuneration for independent outside directors and non-executive directors is fixed remuneration only, from the perspective of assuming a supervisory function independent from the execution of business.

In addition, ROHM has established the Director Remuneration Council, in which the majority of members are independent outside directors and which serves as an advisory body to the Board of Directors to discuss the remuneration system for directors and the remuneration of each director based on this system, thereby enhancing independence, objectivity, and transparency.

Policy on Determination of Details and Amount and others of Non-monetary Remuneration and others (including Determination of Time of Granting Remuneration and others)
Policy on Determining the Percentage of Remuneration and others by Individual

Total Amount of Remuneration for Directors in FY2022

Category Total Remuneration
(Million JPY)
Total Remuneration by Type (Million JPY) Number of Directors (Target)
Fixed Remuneration Performance-linked Remuneration Non-monetary Remuneration
Director
(Outside Directors)
454
(32)
229
(32)
191
(-)
33
(-)
8
(3)
Directors (Audit Committee Members)
(Outside Directors)
96
(66)
96
(66)
-
(-)
-
(-)
5
(4)
Total
(Outside Directors)
550
(98)
325
(98)
191
(-)
33
(-)
13
(7)

The amount of remuneration, etc. of Directors does not include the amount of employee salaries of Directors who concurrently serve as employees.

Total amount of remuneration of directors whose total amount of remuneration is over 100 million yen

Name Total amount of compensation (Millions of yen) Total Remuneration by Type (Million JPY)
Fixed Remuneration Performance-linked Remuneration Non-monetary Remuneration
Isao Matsumoto 126 60 56 9
Katsumi
Azuma
100 48 45 7

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