Governance Structure

Corporate Management Body and Organization

MISUMI Group directs and audits its business practices through its Board of Directors, Group Executive Officers’ Committee and Auditors Committee.

Board of Directors

The Board of Directors determine the strategic direction of MISUMI Group and decide upon important business executional matters. Concurrently, they are responsible for supervising and instructing Corporate Officers and Representative Corporate Officers in charge of the Business Divisions, Business Companies and Platforms, as well as for putting in place suitable internal control systems.
The Board of Directors also regularly review MISUMI Group’s operation pertaining to the Internal Control System and Code of Conduct, as well as the Internal Reporting System, making evaluations and changes as required. The Board of Directors comprise nine Directors, including three Outside Directors. As a rule, they hold regular meetings once a month, as well as Extraordinary Board Meetings as deemed necessary, during which they make important decisions regarding management and business and supervise operational execution.

Composition of the Board of Directors

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Group Executive Officers’ Committee/ Business Divisions, Business Companies and Platforms Management Committee

The Group Executive Officers’ Committee is composed of six fulltime Directors (excluding Outside Directors of the Board) from MISUMI Group Inc., and Representative Corporate Officers from Business Divisions, Business Companies and Platforms. As a rule, they hold regular meetings once a month to reinforce both supervision and execution. "Business Divisions" and “Business Company” oversees MISUMI Group’s business side, and “ Platforms” was established for business support and service functions.
Authority and responsibility have been delegated to these entities. In so doing, MISUMI Group has attempted to realize integrated management of manufacturing and sales with SURUGA Production Platform, thereby expediting the decision-making process. To clarify the decision-making process, meetings such as Business Divisions, Business Companies and Platforms Management Meetings, take place within MISUMI Group’s respective Business Divisions, Business Companies and Platforms.

Auditors Committee

The Auditors Committee comprises three Corporate Auditors including two Outside Corporate Auditors. The Auditors Committee audit Directors’ execution of their duties and closely cooperate with the Independent Auditor and the Internal Audit Department to improve the effectiveness and efficiency of the auditing process.

Nomination and Compensation Committee

To strengthen the supervisory function of the Board of Directors and increase the transparency of the decision-making process, the Company has established a Nomination and Compensation Committee in which the majority comprises independent Outside Directors. It serves as an advisory body, making deliberations and submission of proposals to the Board of Directors on evaluation/remuneration matters and election/dismissal of Directors, including Representative Directors, and succession planning of Representative Directors.

Members of Nomination / Compensation Committee

Outside Directors and Outside Corporate Auditors

Functions and Roles of Outside Directors and Outside Corporate Auditors in Corporate Governance
MISUMI Group Inc.’s Board of Directors have the function of supervising management, decision-making and operational execution by the Executive Directors and Corporate Officers. The Board of Directors comprise nine Directors, three of whom are Outside Directors, and of the three Corporate Auditors, two are Outside Corporate Auditors. With respect to corporate governance, MISUMI Group Inc. believes that the function of management monitoring by an external and neutral party with an objective viewpoint is important and has determined that the current system of supervision and checking of management by Outside Directors and independent auditing by Outside Corporate Auditors allows for sufficient monitoring from the outside.

Standards or Policies Related to Autonomy from Submitting Company in the Appointment of an Outside Director or Outside Corporate Auditor
MISUMI Group’s standards for appointment as an Outside Director or Outside Corporate Auditor are the same as those of an independent executive as stipulated by the Tokyo Stock Exchange rules. MISUMI Group’s reasons for the appointment of respective Outside Directors and Outside Corporate Auditors and their record of attendance at Board of Directors’ meetings in FY2020 are as indicated in the table below. We determine that these individuals can carry out the role of supervising and checking MISUMI Group’s management and carry out the role of auditing fairly and objectively from an independent standpoint on the basis of their expert knowledge and experience.

Supervision or Auditing by Outside Directors and Outside Corporate Auditors
Outside Directors participate in the monthly Board of Directors’ meetings and primarily ask questions and provide advice regarding proposals and deliberations from an objective standpoint independent from the management team that is engaged in operational execution.
Outside Corporate Auditors attend the monthly Board of Directors’ meetings and the Auditors Committee meetings and ask questions and provide advice regarding proposals and deliberations from the standpoint of having expert knowledge and experience.

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