Corporate Governance

Governance Structure

Corporate Management Body and Organization

Corporate Management Body and Organization

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

Board of Directors

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 ten Directors, including four 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 and Skill Matrix of the Board of Directors and Board of Corporate Auditors

Composition and Skill Matrix of the Board of Directors and Board of Corporate Auditors

(9 males / 5 females, and 12 Japanese/ 2 foreign-national )

*1

Overseas business management, Management of regional subsidiaries

*2

Logistics, Customer services

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

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.

Board of Corporate Auditors

Board of Corporate Auditors

The Board of Corporate Auditors comprises four Corporate Auditors including two Outside Corporate Auditors. The Board of Corporate Auditors 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

Nomination and Compensation Committee

Our Company bolsters the Board of Directors’ supervisory role and improves the transparency of its decision-making process with a Nomination and Compensation Committee. This committee is led by an Independent Outside Director and consists of a majority (60%) of Independent Outside Directors.
The Nomination and Compensation Committee acts as an advisory body, deliberating and submitting proposals to the Board of Directors on evaluation and remuneration matters, the election and dismissal of Directors, including Representative Directors, and succession planning for these roles to ensure the Company’s sustainable growth as a global entity. Additionally, the Committee objectively discusses and considers important issues, such as nominations and compensation, from various perspectives, including diversity and skills.

Members of Nomination / Compensation Committee

Outside Director

Yoichi Nakano (Chairperson)

Representative Director and Chairman

Kosuke Nishimoto

Representative Director and President

Ryusei Ono

Outside Director

Tomoharu Suseki

Outside Director

Keiko Yano

Outside Directors and Outside Corporate Auditors

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 ten Directors, four of whom are Outside Directors, and of the four 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 FY2024 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 Board of Corporate Auditors meetings and ask questions and provide advice regarding proposals and deliberations from the standpoint of having expert knowledge and experience.

(As of June 20, 2025)

Outside
Director
Reason for AppointmentNumber of Meetings
Attended in FY2024
Board of Directors'
Meeting
Yoichi Nakanohas proactively provided opinions and advices and has supervised MISUMI Group’s management from independent perspective as Outside Director since June 2019. He has extensive experience in various industries on a global basis, namely, finance, consulting and executive search, as well as broad knowledge of Management personnel development. It is expected that, with his experience and knowledge, he will continue to provide appropriate advices and supervision to strengthen our group management.14 out of 14
Tomoharu Susekihas proactively provided opinions and advices and has supervised MISUMI Group’s management from independent perspective as Outside Director since June 2021. He has held management positions of various global companies primarily in electronics field for many years and has extensive experience and broad knowledge in business management. It is expected that he will provide appropriate advices and supervision to strengthen our group management based on his experience and knowledge.14 out of 14
Keiko
Yano
has served in various capacities in cars and automotive components industry as an executive in several global companies including joint venture formed by a Japanese company and an American company. She has ample experience and broad knowledge from her extensive career. It is expected that, with her experience and knowledge, she will provide appropriate advice and supervision to strengthen our group management.

11 out of 11

※Since assuming office on June 13, 2024

Figen
Ulgen
has demonstrated outstanding leadership in the fields of data science and data governance at several global companies, including major U.S. IT companies. She has ample experience and broad knowledge regarding the business application of information technology including AI. We nominate Ms. Ulgen as a candidate for Outside Director, as it is expected that, with her experience and knowledge, she will provide appropriate advice and supervision to strengthen the Group’s management base.

 

Outside
Corporate
Auditor
Reason for AppointmentNumber of Meetings
Attended in FY2024 
Board of
Directors'
Meeting
Board of
Corporate Auditors'
Meeting
Nanako Aonohas a considerable degree of knowledge concerning financial accounting. She also has extensive insight, cultivated through her career as a business manager and Corporate Auditor. She utilizes her knowledge and insights for enhancing and strengthening the audit structure of the Company and fulfills her roles for fair and objective audit from an independent viewpoint. It is expected that she will continue to carry out the duties of that position appropriately going forward.14 out
of 14
24 out of24
Shizuyo ichikawahas expertise and experience in legal affairs as a lawyer and ample experience as an Outside Corporate Auditor of another company. Ms. Ichikawa has been nominated as a candidate for an Outside Corporate Auditor in the expectation that she will fulfill her role of a fair and objective auditor from an independent viewpoint using her experience and knowledge.

 

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