Corporate Governance System

More than one third (three) of the eight members of the Board of Directors are outside directors, which increases management transparency and objectivity. Inside directors, familiar with business operations and circumstances within the company, and outside directors, who have extensive experience, knowledge, abilities, and insights, discuss issues from various perspectives, so that decisions can be appropriately made and monitored regarding strategies and policies for increasing medium and long-term corporate value. The diverse composition of outside directors includes a lawyer, global business executive, and woman executive with extensive global marketing knowledge.

A system of corporate auditors is used to audit the legality and appropriateness of management operations, with two internal and two outside Audit & Supervisory Board members. The Audit & Supervisory Board and its members attend Board of Directors meetings, where they proactively execute auditing functions, such as by expressing their opinions or exchanging views with directors or administrative corporate executive officers.

The President, administrative corporate executive officers, and the Executive Committee are designated as the institutions for appropriately and quickly executing administrative processes based on decisions made by the Board of Directors.

Reasons for Appointing Outside Directors and Audit & Supervisory Board Members and Description of Main Activities

Outside Director and Audit & Supervisory Board Member Category Independent Director and Audit & Supervisory Board Member Name Reasons for Appointment and Description of Main Activities Attendance during FY 2019
Outside Directors Reappointed Minoru Sawaguchi Appointed due to his extensive experience related to corporate law and corporate governance and his significant ability to offer insights and oversee business management.
At Board of Directors meetings and Appointment and Compensation Committee meetings, he has actively offered his opinions and suggestions and has been instrumental in increasing the transparency and fairness of director appointment/removal and compensation decisions.
・Attended 12 of 13 Board of Directors meetings
Reappointed Independent director Hiroko Wada Appointed due to diverse management experience, such as from being a corporate director of a multinational company and a chief executive officer of a Japanese subsidiary of a foreign company, and broad knowledge about global marketing. At Board of Directors meetings and Appointment and Compensation Committee meetings, she has actively offered her opinions and suggestions from a perspective of marketing and promoting women’s initiatives. ・Attended 13 of 13 Board of Directors meetings
Newly appointed Independent director Nobuo Hanai Appointed due to his extensive management experience and broad knowledge acquired through many years as a researcher and manager involved in research and development of pharmaceuticals and corporate management at a leading pharmaceutical company in Japan.
Outside Audit & Supervisory Board Members Retained Independent Audit & Supervisory Board member Masahiro Nishio Appointed due to his extensive accounting experience and insight acquired through many years as a certified public accountant and accounting auditor for publicly listed companies, and also due to his experience as an outside corporate auditor for other companies. He has been fulfilling his role and responsibilities as an Audit & Supervisory Board member by actively offering his opinions from an accounting perspective and frequently exchanging views with internal control departments at Board of Directors and other committee meetings. ・Attended 13 of 13 Board of Directors meetings
・Attended 17 of 17 Audit & Supervisory Board meetings
Newly appointed Independent Audit & Supervisory Board member Tsuyoshi Nishimoto Appointed due to his highly specialized knowledge and extensive experience as a lawyer in corporate law in general and particularly in fields such as foreign law, company acquisition, system development, and crisis management.
Notes: 1 Shimadzu did not notify the Tokyo Stock Exchange when Director Sawaguchi was appointed as an independent director, but he satisfies all requirements for independent directors specified by the stock exchange and the independent standards specified by Shimadzu, so we are confident there are no problems with his independence.
  2 The above information represents the status of outside directors and Audit & Supervisory Board members after the Annual Shareholders’ Meeting in June 2020. However, the reasons for appointing the outside directors and Audit & Supervisory Board members that resigned during the June 2020 meeting and a description of their main activities are provided below.
 
Outside Director and Audit & Supervisory Board Member Name Reasons for Appointment and Description of Main Activities Attendance during FY 2019
Outside Director Taketsugu Fujiwara Appointed due to extensive management experience and broad knowledge acquired through many years of managing a global company. At Board of Directors meetings and Appointment and Compensation Committee meetings, he actively offered his opinions and suggestions regarding the CEO succession plan, CEO compensation, and other issues from a management perspective.。 ・Attended 13 of 13 Board of Directors meetings
Outside Audit & Supervisory Board Member Takashi Iida Appointed due to extensive specialized knowledge and experience from practicing law for many years, from managing a law office, and from serving as an outside director or outside corporate auditor for various companies. He fulfilled his role and responsibilities as an Audit & Supervisory Board member by actively offering his opinions regarding risk management, compliance, and other issues at Board of Directors Meetings and other committee meetings. ・Attended 13 of 13 Board of Directors meetings
・Attended 17 of 17 Audit & Supervisory Board meetings

Corporate Governance System

 

Internal Control System

To further improve and strengthen the internal control system, corporate ethics, compliance, and risk management operations in the Shimadzu Group function as a single system, with the effectiveness of that system verified as appropriate. Based on that understanding, an internal control system has been established to ensure the duties of executives are executed in accordance with applicable laws/regulations and our Articles of Incorporation, and to ensure business processes within Shimadzu Corporation and Shimadzu Group companies are performed appropriately and efficiently.

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