Directors

Corporate Governance

Profile, Reason for Designation, and Activity of Board of Directors

Board of Directors

Name Position Birth Date Profile Reason for Designation Number of Shares Held(Thousand Shares)
Tadanobu Fujiwara President Oct. 1, 1953 Sep. 1983 Joined the Company
Jun. 2009 Director of the Company, General Manager of Eastern Japan Sales Headquarters
Feb. 2013 Director of the Company, General Manager of Japanese Sales Headquarters
Apr. 2017 Managing Director of the Company, in charge of Sales
Jun. 2018 President (Representative Director) (Current Position)
He has attained an abundant knowledge and negotiation ability through the experience of sales operations towards a wide variety of customers in the electronics market where globalization progresses, and he contributes to new customer development and sales improvement. 2
Katsumi Azuma Senior Managing Director, In charge of Discrete/Optical Module Nov. 10, 1964 Apr. 1989 Joined the Company
Jun. 2013 Director of the Company, General Manager of Discrete Production Headquarters
Mar. 2017 Managing Director of the Company, General Manager of Discrete Production Headquarters and in charge of Optical Module Production Headquarters (Current Position)
He has attained an abundant knowledge and experience through the duties in production sections of semiconductors or electronic components, and he has superior ability in improvement of Discrete Semiconductor Devices and Modules' quality and the production engineering. 1
Isao Matsumoto Director, LSI Jan. 25, 1961 Apr. 1985 Joined the Company
Jun. 2013 Director of the Company, General Manager of LSI Production Headquarters
Jun. 2016 Director of the Company, General Manager of LSI Production Headquarters and LSI Product Development Headquarters (Current Position)
He has attained an abundant knowledge and experience through the duties in domestic and foreign ICs production and engineering divisions, and he has superior ability in improvement ICs' quality and production engineering. 1
Masahiko Yamazaki Director, General Manager of Administrative Headquarters, General Manager of Accounting & Finance Headquarters, General Manager of CSR Headquarters Jul. 27, 1959 Mar. 1982 Joined the Company
Jun. 2010 Director of the Company, General Manager of Administrative Headquarters
Aug. 2016 Director of the Company, General Manager of Administrative Headquarters, General Manager of CSR Headquarters (Current Position)
He has attained an abundant knowledge and experience through the duties in the administration sections such as general affairs and legal affairs, and he has superior ability in managing administration sections of the whole group. 5
Yoshiaki Suenaga Director, Corporate Marketing Strategy Jan. 1, 1959 Apr. 1985 Joined the Company
May. 2017 Group General Manager of Corporate Marketing Strategy (Current Position)
He has attained an abundant knowledge and experience through the duties of ICs development and design, product strategy, and he has superior ability in promoting product development and marketing strategy. 0
Kunion Uehara Group General Manager of Accounting & Finance Headquarters May. 8, 1960 Mar. 1983 Joined the Company
May. 2017 Group General Manager of Accounting & Finance Headquarters (Current Position)
He has attained highly specialized expertise and abundant experience through the duties of the accounting and finance, and he has superior ability in carrying out the strategic financial operations of the ROHM Group. 1
Shinichi Yoshimi General Manager of Human Resources Headquarters Aug. 27, 1966 April. 1990 Joined the Company
April. 2018 General Manager of Human Resources Headquarters (Current Position)
He has attained highly specialized expertise and abundant experience through the human resources and others, and he has superior ability in strategically developing and managing human resources on a global scale. 0
Kenichiro Sato Director Mar. 8,1931 Dec. 1954 Established Toyo Electronics Industry, the antecedent of the Company
Sep. 1958 Established Toyo Electronics Industry Corporation. (Currently ROHM Co., Ltd.)
President (Representative Director)
Feb. 1991 Chairman of Rohm Music Foundation (Current Position)
Apr. 2010 Chairman Emeritus of the Company
Jun. 2016 Director of the Company (Current Position)
As the Company's founder, he has a wealth of knowledge and experience gained through corporate management over the years, helps to strengthen the unity of the Board of Directors, and can contribute to rapid management decisions and the improvement of ROHM's corporate value. 2,405

Outside Directors

Name Position Birth Date Profile Reasons of Appointment Main Activity Number of Shares Held (Thousand Shares)
Hachiro Kawamoto Director Oct. 18, 1934 Nov. 1995 Chairman of the Board of Trustees, The Ritsumeikan Trust
Apr. 2007 Senior Advisor and Trustees, The Ritsumeikan Trust
Jun. 2008 Director of the Company (Current Position)
Apr. 2013 Honorary Executive of The Ritsumeikan Trust (Current Position)
May. 2013 Honorary Advisor of The Ritsumeikan Trust (Current Position)
His designation is based on his vast knowledge and long involvement in management of an academic institution and how this knowledge and experience could help in reinforcing the management system of the Company. Attended all 14 meetings of Board of Directors during the fiscal year ended March 31, 2018 (including participation in 1 resolution deemed to have been made in writing.) 1
Koichi Nishioka Director May. 11, 1946 Apr. 1971 Reporter working at the Editorial Office of Nikkei, Inc.
Mar. 1991 Editorial Writer & Member of Nikkei, Inc.
Apr. 2003 Columnist of Nikkei, Inc.
Apr. 2008 Professor of Senshu University (Current Position) and Visiting Columnist of Nikkei, Inc.
Jun. 2011 Director of the Company (Current Position)
His designation is based on his vast knowledge and experience as a longstanding economic and financial journalist and columnist and contribution of his expertise to reinforce the management system of the Company.
Since, he meets the requirements of the independent officer the Tokyo Stock Exchange established and "Independence Standards for Outside Officers" ROHM established, and there is no risk of conflicts of interest with general shareholders, we have appointed him as an independent officer.
Attended all 14 meetings of Board of Directors during the fiscal year ended March 31, 2018 (including participation in 1 resolution deemed to have been made in writing.) -
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    We have appointed the two outside auditors as independent officers, because they meet the requirements of the independent officer the Tokyo Stock Exchange established and "Independence Standards for Outside Officers" ROHM established, and there is no risk of conflicts of interest with general shareholders.

Outside Auditors

Name Position Birth Date Profile Reasons of Appointment Main Activity Number of Shares Held (Thousand Shares)
Hiroyuki Nii Company Auditor (Full-Time) Aug. 16, 1957 Apr. 1981 Joined The Daiwa 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 (Current Position)
Hiroyuki Nii has been designated as Outside Company Auditor because the Company was certain that he would contribute to the Company in terms of management and other affairs by sharing expertise and knowledge based on his excellent experience and knowledge as a long-time administrator at a financial institution and other organizations through auditing. Attended all 14 meetings of Board of Directors during the fiscal year ended March 31, 2018 (including participation in 1 resolution deemed to have been made in writing.) 1
Yoshiaki Shibata Company Auditor (Full-Time) Aug. 17, 1944 Apr. 1968 Joined The Daiwa Bank Co., Ltd.
Apr. 1997 General Manager of Inspection Div. of the bank above
Jun. 1998 Company Auditor of the Company (Full Time) (Current Position)
Yoshiaki Shibata has been designated as Outside Company Auditor because the Company was certain that he has been carrying out his duties appropriately by providing opinions regarding corporate management and other affairs from a comprehensive point of view based on his expertise as the full-time Company Auditor of the Company. Attended 93% of the 14 meetings of Board of Directors during the fiscal year ended March 31, 2018 (including participation in 1 resolution deemed to have been made in writing.) 3
Hidero Chimori Company Auditor May. 24, 1954 Apr. 1983 Attorney at law (Member of Osaka Bar Association) Joined Miyake & Partners
May. 2002 Managing Partner of Miyake & Partners (Current Position)
Hidero Chimori has been designated as Outside Company Auditor because the Company was certain that he would contribute to the Company in terms of management and other affairs by sharing expertise and knowledge he gained as a lawyer through auditing. Attended 93% of the 14 meetings of Board of Directors during the fiscal year ended March 31, 2018 (including participation in 1 resolution deemed to have been made in writing.) -
Shinya Murao Company Auditor Jan. 26, 1957 Sep. 1986 Joined Tohmatsu & Co. (Osaka Office)
Mar. 1990 Registered as CPA
Sep. 1992 Founded Murao Accounting Office
Jun. 2001 Company Auditor of the Company (Current Position)
Shinya Murao has been designated as Outside Company Auditor because the Company was certain that he would contribute to the Company in terms of management and other affairs by sharing expertise and knowledge he gained as a certified public accountant through auditing. Attended all 14 meetings of Board of Directors during the fiscal year ended March 31, 2018 (including participation in 1 resolution deemed to have been made in writing.) 0
Haruo Kitamura Company Auditor Aug. 21, 1958 Sep. 1983 Joined Arthur Anderson CPA Joint Office
Mar. 1987 Registered as CPA
Aug. 2002 Founded Kitamura Accounting Office
Jun. 2004 Company Auditor of the Company (Current Position)
Dec. 2005 Outside Director of Sumisho-Grainger Co., Ltd. (Current MonotaRO Co., Ltd.) (Current Position)
Haruo Kitamura has been designated as Outside Company Auditor because the Company was certain that he would contribute to the Company in terms of management and other issues by sharing expertise and knowledge he gained as a public certified accountant through auditing. Attended all 14 meetings of Board of Directors during the fiscal year ended March 31, 2018 (including participation in 1 resolution deemed to have been made in writing.) -
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    We have appointed all outside auditors as independent officers, because they meet the requirements of the independent officer the Tokyo Stock Exchange established and "Independence Standards for Outside Officers" ROHM established, and there is no risk of conflicts of interest with general shareholders.

Supporting System for Outside Directors and/or Company Auditors

Outside officers hold their meetings on a regular basis to exchange information, views and ideas on business operations or corporate governance.
Outside directors and company auditors may, at any time when they deem it necessary or appropriate, request directors and employees to provide explanations or reports or to submit internal documents, and may also, if they deem it necessary, consult with external specialists at the expense of the Company. ROHM Group has established and published the "Independence Standards for Outside Officers".

Balance, diversity and scale for the Board of Directors, and policies and procedures for election of the Directors

There are no committee equivalents to nomination committee, but the following procedures about nomination of directors and auditors are established.

  • We take into consideration the diversity of the members of the Board of Directors and the Board of Company Auditors in establishing selection criteria for directors and company auditors.
  • A majority of new director candidates are nominated by the Board of Directors after discussion involving independent directors, in accordance with the preceding Paragraph.
  • A majority of new company auditor candidates are nominated by the Board of Directors after discussion involving independent directors and with the consent of the Board of Company Auditors, in accordance with the first Paragraph.

Assessment and Evaluation for Effectiveness of the Board of Directors

Assessment procedure:

At ROHM, each Director and Corporate Auditor is given a questionnaire evaluating the effectiveness of the Board of Directors, and the Board of Directors holds discussions based on these questionnaires' results to analyze and assess the effectiveness of the Board.

Overview of results and future actions:

The Board of Directors as a whole is evaluated as being largely effective, with the adequate dates and held frequency, in that it sets aside sufficient time for deliberations, makes an adequate decision through the decision of the important management of business, exchanges information and opinions with outside directors and auditors, and takes steps to ensure the appropriate information can be obtained. However, the consensus is that there is room for improvement in terms of the timing to distribute the handout and the manner in which deliberations are carried out.
The Board of Directors will take steps to heighten its effectiveness based on the results of this evaluation. The Board of Directors will take steps to heighten its effectiveness based on the results of this evaluation.

Training policy for Directors and Auditors

Based on the Basic Policy for Education and Training, directors and company auditors must always and proactively collect information on and endeavor to familiarize themselves with the Company's financial condition, legal compliance, corporate governance, and any other issues, in order to perform their respective roles.

Remuneration

Regarding executive compensation, limits on total remuneration for all Directors and Auditors are established at the General Shareholders Meeting.
Remuneration for each director is determined by the Board of Directors on the basis of the report of the Directors Compensation Committee, and the amount of remuneration for each auditor is determined through deliberations by the Auditors Compensation Committee.
Remuneration for Directors consists of performance-based remuneration that changes according to performance attainment level, which uses the ROHM Group's consolidated ordinary income as an index, and fixed remuneration, which is a fixed amount intended to identify management responsibilities. However, the amount of remuneration for outside directors is fixed, in light of the importance of their adopting an independent stance toward supervisory functions.
Regarding remuneration for Auditors, given the nature of audit business, each Auditor receives only fixed remuneration, with no performance-based compensation.
In addition, our company does not provide stock options to Directors, and has abolished the executive retirement benefits system.

Director and Auditor Category Total Remuneration (¥Million) Total Remuneration by Type (¥Million) Number of Directors and Auditors (Target)
Basic Remuneration Bonus
Director (Excluding Outside Directors) 354 257 97 9
Outside Director and Auditor 82 82 - 7
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    The amount of remuneration paid to Directors does not include the amount of employee salaries paid to employee Directors.
  • *
    The 48th general shareholders' meeting on June 29, 2006 resolved that the maximum amount of annual remuneration for Directors should be within ¥600 million.