Corporate Governance

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 Companies and Service 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 eight 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.

Group Executive Officers’ Committee/ Business Companies Management Meetings

The Group Executive Officers’ Committee is composed of five fulltime Directors (excluding Outside Directors of the Board) from MISUMI Group Inc., and Representative Corporate Officers from Business Companies and Service Platforms. As a rule, they hold regular meetings once a month to reinforce both supervision and execution. “Business Company” oversees MISUMI Group’s business side, and “Service 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 Companies Management Meetings, take place within MISUMI Group’s respective Business Companies and Service 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 Auditing Team to improve the effectiveness and efficiency of the auditing process.

Compensation Committee

The Compensation Committee comprises two Outside Directors, the Representative Director & Chairman, and the Representative Director & President as an arbitrary advisory body to the Board of Directors. The Committee’s appointed Chairperson is an Outside Director. The Compensation Committee deliberates and makes decisions regarding appropriate standards for compensation of Directors and other officers.

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 eight 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 FY2019 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.

Scroll horizontally to see this table.

(As of June 16, 2020)
Outside
Director
Reason for Appointment Number of Board of Directors’ Meetings
Attended in the Fiscal
Year Ended March 2020
Takehiko Ogi Extensive experience and wide-ranging knowledge as a person with a long career in business management 14 out of 14
Yoichi Nakano Extensive experience in various industries on a global basis, namely, finance, consulting and executive search, and possessing ample experience and broad knowledge of Management personnel development 11 out of 11
Arata Shimizu * Ample experience and broad knowledge through extensive career in strategic consulting and business management -
Outside
Corporate
Auditor
Reason for
Appointment
Number of
Board of Directors’
Meetings Attended
in the Fiscal
Year Ended
March 2020
Number of
Auditors Committee
Meetings Attended
in the Fiscal
Year Ended
March 2020
Juichi Nozue As an attorney, possesses legal expertise and experience 13 out of 14 19 out of 20
Nanako Aono As a certified public accountant, possesses expertise in financial accounting and extensive insight as a manager and an auditor 14 out of 14 20 out of 20
* Appointed by resolution of the General Meeting of Shareholders held on June 16, 2020
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