- Business Foundation
- Corporate Governance
- Member of the Board and Corporate Officer
Member of the Board and Corporate Officer
Corporate Governance
Directors
as of June 24th, 2022
| Name | Position | Profile | Reason for Designation |
|---|---|---|---|
| Isao Matsumoto | President, CEO (Representative) | Apr. 1985 Joined the Company Jun. 2013 Member of the Board, Director of LSI Production Headquarters Jun. 2016 Member of the Board, Director of LSI Production Headquarters and LSI Product Development Headquarters Sep. 2017 Member of the Board, in charge of LSI Sep. 2018 Member of the Board, in charge of Wafer Process Jun. 2019 Member of the Board, Director of WP Production Headquarters Sep. 2019 Member of the Board, Managing Executive Officer, in charge of Quality, Safety and Production May. 2020 President (Representative), Chief Executive Officer Jun. 2020 President, CEO (Representative) (Current Position) |
Isao Matsumoto has attained an abundant knowledge and experience through the duties in Business Unit, as well as the global perspective through the experience overseas, contributes to improve corporate value of the whole group by strong leadership as the President. |
| Katsumi Azuma | Member of the Board, Senior Managing Executive Officer, COO | Apr. 1989 Joined the Company Jun. 2013 Member of the Board, Director of Discrete Production Headquarters Feb. 2014 Member of the Board, Director of Discrete Module Production Headquarters Jan. 2017 Managing Director, Member of the Board, Director of Discrete Production Headquarters and in charge of Module Production Headquarters Mar. 2017 Managing Director, Member of the Board, Director of Discrete Production Headquarters and in charge of Optical Module Production Headquarters Jul. 2017 Senior Managing Director, Member of the Board, in charge of Discrete and Optical Module Sep. 2018 Senior Managing Director, Member of the Board, in charge of Manufacturing Feb. 2019 Senior Managing Director, Member of the Board, in charge of Development, Production and Corporate Marketing Strategy Jun. 2019 Senior Managing Director, Member of the Board, in charge of Business and Strategy Sep. 2019 Member of the Board, Senior Managing Executive Officer, in charge of Business and Strategy Jan. 2020 Member of the Board, Senior Managing Executive Officer, LSI Business Management Jun. 2020 Member of the Board, Senior Managing Executive Officer,COO, Senior Director of Sales Jan. 2021 Member of the Board, Senior Managing Executive Officer, COO, Senior Director of Production・Quality・Sales Jun. 2021 Member of the Board, Senior Managing Executive Officer, COO (Current Position) |
Katsumi Azuma has attained an abundant knowledge and experience in quality improvement and production engineering primarily through the duties in production sections of semiconductors or electronic components, and he has superior ability in controlling and promoting business strategically. |
| Kazuhide Ino | Member of the Board, Managing Executive Officer, CSO and Director of Accounting & Finance Headquarters | Apr. 1999 Joined the Company Sep. 2019 Corporate Officer, Director of Power Device Production Headquarters Jan. 2020 Corporate Officer, Director of Power Device Business Unit Jun. 2020 Member of the Board, CSO and Senior Director of Power Device Business Jan. 2021 Member of the Board, Senior Corporate Officer, CSO Jun. 2021 Member of the Board, Managing Executive Officer, CSO and Director of Accounting & Finance Headquarters (Current Position) |
Kazuhide Ino has attained an abundant knowledge and experience through the duties in technology development sections of Power device and electronic components and he has superior ability in carrying out ROHM Group’s business strategically as CSO (Chief Strategy Officer). |
| Tetsuo Tateishi | Member of the Board, Senior Corporate Officer, CTO | Jul. 2014 Joined the Company Jun. 2019 Member of the Board, Director of LSI Development Headquarters Sep. 2019 Member of the Board, Senior Corporate Officer, Director of LSI Development Headquarters Jan. 2020 Member of the Board, Senior Corporate Officer, Director of LSI Business Unit Jun. 2020 Member of the Board, CTO and Senior Director of LSI Business Jan. 2021 Member of the Board, Senior Corporate Officer, CTO (Current Position) |
Tetsuo Tateishi has attained highly specialized expertise and abundant experience as a developer, and he is familiar with a broad range of LSI technologies and he has superior ability in carrying out ROHM Group’s business strategically as CTO (Chief Technology Officer). |
| Koji Yamamoto | Member of the Board, Senior Corporate Officer, CAO and in charge of Promoting Sustainability | Apr. 1985 Joined the Company Sep. 2019 Corporate Officer, Director of LSI Production Headquarters and in charge of Development of ATP Rationalization Jun. 2020 Corporate Officer, Director of Supply Chain Management Headquarters Jun. 2021 Member of the Board, Senior Corporate Officer, Director of Supply Chain Management Headquarters, Director of Administrative Headquarters and in charge of Sustainability Jun. 2022 Member of the Board, Senior Corporate Officer, CAO and in charge of Promoting Sustainability (Current Position) |
Koji Yamamoto has superior ability in carrying out about Supply Chain Management (SCM), Risk Management and Environmental Conservation based on an abundant knowledge and experience through the duties in development and production sections. |
| Tadanobu Nagumo | Member of the Board (Outside) | Apr. 1969 Joined The Yokohama Rubber Co., Ltd. Jun. 1999 Director of The Yokohama Rubber Co., Ltd. Jun. 2004 President and Representative Director of The Yokohama Rubber Co. Ltd. Jun. 2011 Chairman and CEO and Representative Director of The Yokohama Rubber Co., Ltd. Jun. 2011 Outside Company Auditor of The Zeon Corporation Jun. 2015 Outside Director of The Zeon Corporation (Current Position) Mar. 2016 Chainman and Representative Director of The Yokohama Rubber Co., Ltd. Mar. 2019 Senior Advisor of The Yokohama Rubber Co., Ltd. (Current Position) Jun. 2021 Member of the Board (Outside) (Current Position) |
Tadanobu Nagumo has attained an abundant knowledge and experience acquired as a top executive of a listed company that operates globally and he has a proven track record of aggressively promoting global strategies. Additionally, as an engineer he has a high level of insight in the field of manufacturing. He is expected to contribute to further strengthening oversight of ROHM’s execution of business from an independent standpoint, and to provide advice on the management of ROHM’s business on a wide range of issues from an international and practical perspective. |
| Peter Kenevan | Member of the Board (Outside) | Jun. 1995 Admitted to California Bar Sep. 1995 Joined The McKinsey & Company, Inc Jun. 2000 Partner of The McKinsey & Company, Inc. (Tokyo office) Jun. 2012 Senior Partner of The McKinsey & Company, Inc. (Tokyo office) Apr. 2021 VP, Head of Japan of The PayPal Pte. Ltd. (Tokyo branch)(Current Position) Jun. 2022 Member of the Board (Outside) (Current Position) |
Peter Kenevan has extensive knowledge and abundant experience in corporate finance, mergers and acquisitions (M&As), among other fields, nurtured over the years through working for a consulting firm. He also has a proven track record serving as the Japan Country Manager of a company that operates globally. He is expected to contribute to further strengthening oversight of the ROHM’s execution of business from an independent standpoint, and to provide advice on the management of the ROHM’s business on a wide range of issues from an international and practical perspective. |
| Muramatsu Kuniko | Member of the Board (Outside) | Oct. 1983 Joined The Texas Instruments Japan Limited Nov. 2003 Head of Corporate Ethics Office and Officer in charge of Diversity Promotion of The Texas Instruments Japan Limited Oct. 2009 Chief Researcher of The Business Ethics Research Center Jan. 2010 Representative Director of The Wellness Systems Institute(Current Position) Apr. 2016 Representative Director of The GEWEL Jun. 2016 Outside Director of The YOKOWO Co., Ltd. (Current Position) Apr. 2018 Senior Researcher of The Business Ethics Research Center(Current Position) Jun. 2019 Outside Director of The NEC Networks & System Integration Corporation (Current Position) Jun. 2020 Outside Director of The Kyusyu Railway Company (Current Position) Jun. 2022 Member of the Board (Outside) (Current Position) |
Kuniko Matsumura has real-world work experience at a foreign semiconductor company. In addition, she has a wide range of knowledge and insight, nurtured through establishing and managing her own company aiming to build a foundation for a sustainable society, as well as through an extensive track record and background as an advisor in enhancing corporate ethics and promoting sustainability and diversity. She is expected to contribute to further strengthening oversight of the ROHM’s execution of business from an independent standpoint, and to provide advice on the sustainability-focused management, which is the ROHM Group’s primary focus. |
| Masahiko Yamazaki | Member of the Board, Audit and Supervisory Committee Member (Full Time) (Current Position) | Mar. 1982 Joined the Company Jun. 2010 Member of the Board, Director of Administrative Headquarters Aug. 2016 Member of the Board, Director of Administrative Headquarters and CSR Headquarters Jul. 2017 Member of the Board, Director of Administrative Headquarters, Accounting & Finance Headquarters and CSR Headquarters Jun. 2018 Member of the Board, in charge of General Affairs, Environment and CSR Jun. 2019 Member of the Board, Director of Administrative Headquarters and CSR Headquarters Sep. 2019 Member of the Board, Senior Corporate Officer, Director of Administrative Headquarters and CSR Headquarters Apr. 2020 Member of the Board, Senior Corporate Officer, Director of Administrative Headquarters and in charge of CSR Jun. 2021 Member of the Board, Audit and Supervisory Committee Member (Full Time) (Current Position) |
Masahiko Yamazaki has attained an abundant knowledge and experience through the duties in the administration sections such as general affairs, human resources and legal affairs and he has a proven track record of overall management of ROHM Group's Administration sections for many years. The Company requests election for a Director who is an Audit and Supervisory Committee Member to strengthen audit and supervisory functions of management. |
| Hiroyuki Nii | Member of the Board (Outside), Audit and Supervisory Committee Member (Full-time) | Apr. 1981 Joined The Daiwa Bank (The Resona Bank）Co., Ltd. Apr. 2006 Group Leader of Real Estate Division of Resona Bank, Ltd. Apr. 2011 Senior Managing Director of The Resona Foundation for Asia and Oceania Jun. 2016 Company Auditor of the Company (Full Time) Jun. 2019 Member of the Board, Audit and Supervisory Committee Member (Full Time) (Current Position) |
Hiroyuki Nii will be expected to be able to utilize knowledge and insight through long-time experience at a financial institution and abundant experience as the full-time Company Auditor of the Company to coordination with the Internal Audit Department and to strengthen audit and supervisory functions of the Board of Directors from an independent perspective. |
| Hidero Chimori | Member of the Board (Outside), Audit and Supervisory Committee Member | Apr. 1983 Attorney at law (Member of Osaka Bar Association) Joined Miyake & Partners May. 2002 Managing Partner of Miyake & Partners Jun. 2016 Outside Director of Kobe Steel, Ltd. and Company Auditor of the Company May. 2019 Partner of Miyake & Partners (Current Position) Jun. 2019 Member of the Board, Audit and Supervisory Committee Member (Current Position) |
Hidero Chimori will be expected to be able to utilize professional knowledge and experience, wide insight as an attorney-at-law to ensuring the proper decision-making of the Board of Directors and to strengthen audit and supervisory functions of the Board of Directors from an independent perspective. |
| Toshiro Miyabayashi | Member of the Board (Outside), Audit and Supervisory Committee Member | Jul. 1985 Joined Eiwa Audit Corporation (Currently KPMG AZSA LLC) Sep. 1990 Registered as CPA Jun. 2007 Partner of KPMG AZSA LLC Aug. 2016 Founded Miyabayashi Accounting Office Jun. 2019 Member of the Board, Audit and Supervisory Committee Member (Current Position) |
Toshiro Miyabayashi will be expected to be able to utilize professional knowledge and experience, wide insight as a certified public accountant to strengthen decision-making functions and audit and supervisory functions of the Board of Directors from an independent perspective. |
| Kumiko Tanaka | Member of the Board (Outside), Audit and Supervisory Committee Member | Jan. 1994 Joined KPMG Century Audit Corporation (Currently KPMG AZSA LLC) Apr. 1997 Registered as CPA May. 2008 Partner of KPMG AZSA LLC Sep. 2017 Joined Midosuji Audit Corporation Feb. 2018 Partner of Midosuji Audit Corporation Jun. 2019 Member of the Board, Audit and Supervisory Committee Member (Current Position) Jun. 2019 Managing Partner of Midosuji Audit Corporation (Current Position) |
Kumiko Tanaka will be expected to be able to utilize professional knowledge and experience as a certified public accountant as well as a global perspective nurtured through overseas assignments to strengthen decision-making functions and audit and supervisory functions of the Board of Directors from an independent perspective. |
- *Tadanobu Nagumo, Peter Kenevan,Muramatsu Kuniko,Hiroyuki Nii, Hidero Chimori, Toshiro Miyabayashi and Kumiko Tanaka are Members of the Board (Outside), and the Company has designated them as Independent Directors pursuant to the rules of the Tokyo Stock Exchange.
Board Composition After Being Appointed and Skill Matrix
If Proposal 2 and Proposal 3 are approved, the Board of Directors of the Company will consist of six Internal Directors and five Outside Directors (of whom one will be female) and the share of Outside Directors in the Board of Directors is 45.5%.
Based on ROHM’s Company Mission, which we have embraced since its foundation, we have identified the skill sets (such as knowledge, experience, and ability) that the Board of Directors needs to achieve sustainable growth of the ROHM Group and enhance the Group's corporate value over the medium to long term.
The following skill sets are especially expected of the candidates for the Directors.
Corporate Officer
In order to complement functions of the Board of Directors and establish a more flexible management structure which can
appropriately and swiftly respond to the rapidly, ROHM have introduced corporate officer system since Sep. 2019.
Corporate Officers not holding “Member of the Board” are listed below.
| Name | Position |
|---|---|
| Motohiro Ando | Corporate Officer, Director of Corporate Strategy Headquarters |
| Masayuki Yagi | Corporate Officer, Director of System Solutions Engineering Headquarters |
| Akio Fujikawa | Corporate Officer, Director of LSI Business Unit |
| Sumihiro Takashima | Corporate Officer, LAPIS Technology Co., Ltd., President |
| Tetsuhiro Tanabe | Corporate Officer, Director of Module Business Unit |
| Syoji Higashida | Corporate Officer, Director of WP Production Headquarters |
| Shinji Mikami | Corporate Officer, in charge of Japan ・ International Sales Headquarters and Director of Japan Sales Headquarters |
| Tetsuo Aoki | Corporate Officer, Director of Sales Management Headquarters |
| Takashi Miki | Corporate Officer, Director of Corporate Quality Headquarters |
