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Corporate Governance

Corporate Governance

Corporate GovernanceCorporate Governance

Public Relations Section

Basic Approach

Policy
Basic Approach

Under our corporate mission of “illuminating a more affluent tomorrow” and our corporate philosophy of providing the value “for customer peace of mind and satisfaction,” our group of companies takes the basic stance that we maintain fair and steady business activities with respect for people and the global environment, operate businesses focusing on profit while constantly pursuing new technology and high quality, and endeavor to contribute to prosperity of society. In order to implement this basic stance, we formulated the “Basic Policy to Improve the Governance to Secure Fair Business Practices” at the regular Board of Directors meeting held in May 2006. (This basic policy was revised at the regular Board of Directors meeting held in June 2020 to reflect the transition to a company with an Audit & Supervisory Committee and further enhancement of the internal control promotion system.)

The Company will work to further improve the efficiency and fairness of management by promoting initiatives to enhance corporate governance in accordance with the Corporate Governance Code.

Public Relations Section

Corporate Governance Structure and Initiatives

Organization and Initiatives
Corporate Governance Structure and Initiatives

The Company transitioned from the former institutional structure of a company with an Audit & Supervisory Board to a company with an Audit & Supervisory Committee at the Ordinary General Meeting of Shareholders held on June 26, 2020.
The main purpose of transitioning to a company with an Audit & Supervisory Committee is as follows.

(a) In order for the Directors who are members of Audit & Supervisory Committee having right to vote in the Board of Directors as well as having the right to express position statement on nomination and remuneration at shareholder’s meetings to further enhance the supervisory function by utilizing the legal authority.

(b) In order to further enhance discussions on management strategies, etc. by transferring the Board of Directors meeting to a monitoring type, since a substantial portion of the Board of Directors' authority to make decision on business execution can be transferred to the Executive Director.

(c) In order to further promote the separation of supervision and execution with regard to the executive officer system introduced in June 2003, in combination with transition of authority mentioned in the previous section (b).

Corporate Governance Structure: Supervision and Management and Internal Control System

Corporate Governance Structure: Supervision and Management and Internal Control System

Outline of Corporate Governance Structure

Form of Organization Company with an Audit & Supervisory Committee
Directors Number of directors (outside directors): 9 (2)
Directors (Audit & Supervisory Committee Members) Number of directors (outside directors): 5 (3)
Number of Independent Officers 5 (2 outside directors and 3 outside directors (Audit & Supervisory Committee members))

(1) The Company’s Board of Directors

In principle, the Board of Directors convenes on a regular monthly basis and holds ad-hoc meetings as necessary, to discuss major executive matters, business issues, and management issues related to the Company's business execution. In fiscal 2019, the Board of Directors held 13 meetings, and attendance rate of all Directors was 100%.

① Composition of Board of Directors

The Company's Board of Directors consists of 14 Directors, including five directors who are Audit & Supervisory Committee members, and five Outside Directors, including three Audit & Supervisory Committee members.
In order to ensure the effectiveness of the supervisory functions of outside directors, the Company attempt to ensure that at least one-third of the Board of Directors meets the Company's Criteria for Determining the Independence of outside directors.
Meidensha’s outside directors satisfy the requirements of independent directors as stipulated in the rules of the Tokyo Stock Exchange.

② Policy for Appointment of Candidates for Director and Appointment/Dismissal Process

The basic policy of the appointment of Directors of the Company is to ensure the diversity of the Board of Directors as a whole and to balance the knowledge, experience, or abilities.
The basic policy of the appointment of Directors who are Audit & Supervisory Committee members is to balance the accounting, finance, and legal knowledge. The number of directors is stipulated as a number that is sufficient to fully deliberate on management issues, with an upper limit of 15 members.
Based on the above, we conduct a nomination of candidates for director that will contribute to the enhancement of the Board of Directors decision-making function and oversight function, by resolution of the Board of Directors, with advice from the Nomination and Remuneration Committee* (voluntary committee), which is chaired by an independent outside director. The candidates are then presented at the General Meeting of Shareholders.
Furthermore, with regard to the dismissal of directors, if it is discovered that a director has breached the law or the Articles of Incorporation, or committed acts that flagrantly breach the director’s nomination policy, the Board of Directors will take the necessary steps to dismiss said director with the advice of the Nomination and Remuneration Committee.

*Meidensha established a voluntary Remuneration Committee in December 2017. In December 2018, the Committee took on the functions of a voluntary nomination committee to become the Nomination and Remuneration Committee. The Nomination and Remuneration Committee is chaired by an independent outside director and is comprised of two outside directors, the chairman of the Board of Directors, and the president of the Board of Directors.

③ Executive Officer System and Executive Structure

Meidensha introduced an executive officer system in June 2003 in order to streamline the Board of Directors, as well as to accelerate management decision-making and to enhance supervisory functions. At the same time, we sought to reinforce the functions of the Board of Directors by promoting the separation of the decision-making authority and supervisory function from the business performance function held by the Board of Directors.
Executive officers selected by the Board of Directors assume responsibility for the execution of specified tasks within the scope of authority transferred by the representative directors, and nimbly perform executive functions under the supervision of the representative directors, in accordance with the Meiden Group’s management policies determined by the Board of Directors.
The executive committee, which comprises executive directors and executive officers with specific roles, is created for executive decision-making, and decides matters based on the rules of internal approval, as well as matters for which consultation from a full-company perspective is required.
Furthermore, apart from the meeting body to make decisions, we established advisory and internal bodies such as review and strategy meetings, and with regard to important management matters, we created a system wherein thorough discussion and deliberation are conducted prior to decision-making, and follow-up strategy and planning and improvement initiatives are conducted following decision-making.
The outline and main points of the proceedings at the Executive Committee and other internal meetings are reported as the status of business execution at the Regular Board of Directors meetings to ensure and improve the effectiveness and supervisory functions of the Board of Directors. As to execute business, executive directors and executive officers with the authority are taking attempt initiatives agilely by making resolutions and settlements. In this way, we are working to conduct executive functions autonomously and nimbly.
With the significant transfer of the authority for business execution from the Board of Directors to the executive officers, officers and executive officers must submit a business execution status report to the Board of Directors at least once every three months in order to ensure the effectiveness of functional supervision by the Board of Directors.

(2) Effectiveness Evaluation of the Board of Directors

Meidensha has a mechanism in place to conduct an analysis and evaluation of the effectiveness of the Board of Directors in order to strengthen the supervisory function of the Board of Directors.
With regard to the activities of the Board of Directors in fiscal 2019, all members of the Board of Directors, including outside officers, conducted self-evaluations of the effectiveness of the Board of Directors, and the following discussions took place at the meeting of the Board of Directors in May 2020.

i. Items Evaluated

Composition and operation (resolution and deliberation methods, etc.) of the Board of Directors, self-evaluations concerning effectiveness of the Board of Directors, other opinions

ii. Outline of Analysis and Evaluation Results

The results of the evaluation of each director and Audit & Supervisory Board Member were collected, and after deliberation by the Board of Directors, it was determined that the quality of operation and deliberation is sufficient, sufficient opinions and advice have been received from outside directors and outside Audit & Supervisory Board Members, and the effectiveness of the Board of Directors is currently secure.
In addition, through the establishment of a system in line with the transition to a company with an Audit & Supervisory Committee, we confirmed our evaluation that there is a trend to promote further deliberation and enhancing of the supervisory function of the Board of Directors.We will also improve understanding of Meidensha’s business environment and strategy and provide ongoing opportunities for discussion such as through explanations in advance, meetings to exchange opinions, and explanatory programs outside of the initiatives of the Board of Directors referred to below.

Composition of the Board of Directors, Nomination & Remuneration Committee, and Audit & Supervisory Board and FY2019 Attendance (Period: April 1, 2019 to March 31, 2020)

Name Position (as of March 31, 2020) Board of Directors Nomination & Remuneration Committee Audit & Supervisory Board
Yuji Hamasaki Representative Director, Chairman
Member of Nomination and Remuneration Committee
(13 / 13)
(4 / 4)
Takeshi Miida Representative Director, President
Member of Nomination and Remuneration Committee
(13 / 13) (4 / 4)
Masamichi Kuramoto Representative Director, Executive Vice President (13 / 13)
Shosuke Mori Director, Executive Vice President (13 / 13)
Nobutoshi Ohashi Director, Senior Managing Executive Officer (13 / 13)
Norio Takekawa Director, Senior Managing Executive Officer (13 / 13)
Nobuaki Tamaki Director, Senior Managing Executive Officer (13 / 13)
Hiroyuki Takenaka Outside Director
Member of Nomination and Remuneration Committee
(13 / 13) (4 / 4)
Junji Yasui Outside Director
Member of Nomination and Remuneration Committee
(13 / 13) (4 / 4)
Taketora Ito Audit & Supervisory Board Member (13 / 13) (6 / 6)
Seiji Kato Audit & Supervisory Board Member (13 / 13) (6 / 6)
Yoshiaki Shin Outside Audit & Supervisory Board Member (12 / 13) (6 / 6)
Mitsuru Nawata Outside Audit & Supervisory Board Member (13 / 13) (6 / 6)

Note 1: Refers to the chair of the Board of Directors, Audit & Supervisory Board, and each committee
Note 2: Attendance of each type of meeting is market as XX out of XX

Training for Officers

Legal training is conducted for officers on an annual basis, for the purpose of improving the effectiveness of the Board of Directors and internal control.
In fiscal 2019, we conducted training for our officers by outside instructors, relating to compliance and risk management, as part of internal control activities conducted at all companies.
The Meiden Group conducted trainings on the Companies Act for new officers of Meidensha and affiliated companies.

(3) Initiatives to Utilize Outside Directors

Meidensha seeks active participation in management by outside officers, in order to enhance the supervisory function of the Board of Directors. As such, we are conducting the following initiatives to ensure free and active debates.

① Initiatives at the Board of Directors

i. Advance Explanation of Agendas of the Board of Directors

We give explanations in advance so that directors are able to confirm the content of agenda items prior to participating in meetings of the board of directors. Our system allows us to accept questions, etc., relating to the content of agendas in advance and prepare an explanation to be given at the meeting of the Board of Directors, and this revitalizes and enriches deliberations.

ii. Timely and Appropriate Sharing of Information

Besides the agenda for the meeting, Meidensha provides briefings on current topics relating to the company at meetings of the Board of Directors, with the aim of timely and appropriate sharing of information with outside directors, so that they can share the status of the Company in a timely fashion.

② Initiatives Outside of the Board of Directors

i. Introductory Sessions

We create opportunities to explain the Company’s business and structures, primarily to aid the understanding of newly appointed outside officers.
The officers or general managers in charge of each business explain their business and Meidensha’s governance system to the outside officers, answer their questions and exchange opinions with them.

ii. Meeting for Exchange of Opinions

Apart from legally-required board meetings, we hold monthly discussion meetings in order to best utilize the knowledge of the outside directors and outside audit & supervisory board members.
In these meetings, participants vigorously exchange opinions, mainly concerning matters relating to corporate governance and the Company’s management issues and strategy. The meetings also serve as preliminaries to discuss matters prior to passing resolutions at the Board of Directors.

(4) Auditing System

The Company transitioned from the prior institutional structure of a company with an Audit & Supervisory Board to a company with an Audit & Supervisory Committee at the Ordinary General Meeting of Shareholders held on June 26, 2020.
The Audit and Supervisory Committee consists of five directors, including three outside directors, who are Audit & Supervisory Committee members, and there is also a Support Department for the Audit and Supervisory Committee has been established as a staff organization to support the Audit and Supervisory Committee.The committee communicates with directors, the Internal Auditing Division, and other related divisions, while adhering to the auditing policies, allotted duties, and auditing rules, etc., for Audit & Supervisory Committee members stipulated by the Audit & Supervisory Committee. Committee members attend meetings of the Board of Directors and other important meetings, and audit the execution of directors’ duties through investigations of business and financial conditions.
Directors who are Audit & Supervisory Committee members are granted new authority, such as voting rights at meetings of the Board of Directors and the right to present a position statement at meetings of the Board of Directors relating to nomination and remuneration of officers. We are therefore promoting the establishment of an auditing framework and the enhancement of various initiatives to further strengthen the supervisory function of the Board of Directors, which is the aim of altering our institutional design, through new activities such as monitoring and auditing, etc. of the transfer of authority to executive directors and the status of the governance that guarantees it, in addition to the auditing activities previously undertaken, and by further strengthening cooperation with outside directors, etc.

(5) Internal Auditing System

The Internal Auditing Division conducts internal audits to check the effectiveness and efficiency of business operations, the reliability of financial reporting, the status of compliance with laws and regulations, and the maintenance of assets, covering the Company and all Group companies at home and abroad.
Since fiscal 2016, we have conducted risk management using control self assessment (CSA) at each Meidensha factory and each Japanese subsidiary in order to enhance internal control and increase the efficiency of risk audits at each business unit.
In fiscal 2019, we engaged in activities under the three basic policies of “promoting the three lines of defense and CSA (Control Self Assessment),” “strengthening prevention of faults and misconduct,” and “improving audit quality and thoroughly following up audits.” We conducted new initiatives such as external evaluation of risk management and individual audit reports for officers in charge of specific functions, and we enhanced internal control functions.
In April 2020, we improved the framework to promote internal control by establishing the Internal Control Promotion Headquarters comprising the Management Auditing Division and the newly established Risk Management Division. We will further promote internal control functions by monitoring internal control systems through internal audits in conjunction with the Audit & Supervisory Committee and having a full-time department develop a risk management structure that covers the entire Group.

Public Relations Section

Officers’ Remuneration

Officers’ Remuneration

Directors remuneration policy

i. Level of Remuneration

The level of remuneration of Meidensha’s directors is determined based on external objective remuneration market data, economic conditions, industry trends, and Meidensha’s business circumstances, etc., and it is confirmed by the Nomination and Remuneration Committee referred to above.

ii. Composition of Remuneration

Remuneration of directors is performance-based annual remuneration, and comprises basic remuneration and incentive remuneration according to each role. Of these types of remuneration, incentive remuneration comprises remuneration that is linked to business performance as a short-term incentive and stock remuneration as a medium to long-term incentive.

Target Proportion of Each Type of Remuneration (assuming targets were 100% achieved)

Target Proportion of Each Type of Remuneration (if 100% of targets were achieved)
iii. Incentive Remuneration System

Performance-linked remuneration, which is a short-term incentive, varies from 0 to 140 depending on the degree of achievement of targets, with perfect achievement of targets counting as 100. We use operating income, which is also used for our financial targets in Medium-term Management Plan 2020, as a performance evaluation indicator, and also give consideration to revisions according to operating conditions and changes to the roles of each officer, etc.

Calculation Formula

Calculation Formula

Stock remuneration, which is a medium to long-term incentive, grants shares to the Officers’ Shareholders Association for the purpose of further promoting sharing of profit and loss with shareholders.

iv. Remuneration Determination Procedures

The Nomination and Remuneration Committee confirms and considers the content of the remuneration system and the amount of remuneration from an objective perspective prior to determination by the Board of Directors.

FY2019 Results

Classification Total Amount of Remuneration, etc.
(millions of yen)
Total Amount of Each Type of Remuneration, etc.
(millions of yen)
Number of People
Basic remuneration Incentive remuneration
Directors
(excluding outside directors)
320 268 52 9
Outside directors 14 14 - 2
Corporate auditors
(excluding outside audit & supervisory board members)
43 43 - 2
Outside audit & supervisory board members 11 11 - 2
Total 391 338 52 15

1. The amount paid to directors includes performance-based remuneration for fiscal 2019.
2. The amount of remuneration paid to directors that concurrently serve as employees does not include the amount of remuneration paid to them as employees.

Tax

Tax Policy

The Meiden Group is aware that ensuring transparency of tax matters and payment of tax is its corporate social responsibility, and understands and complies with the principles of the taxation law of each country and region in which it conducts its global business activities. We contribute to the prosperity of each country and region by paying tax appropriately according to the application of a preferential tax system that avoids double taxation through normal procedures and complies with the aims of each system.
Furthermore, our policy is to refuse to engage in international tax avoidance, such as by complying with the OECD Transfer Pricing Guidelines for Multinational Enterprises and Tax Administrations and refusing to use tax havens according to business circumstances.
Going forward, we will work to build friendly and healthful relationships with tax agencies through timely and appropriate provision of information and responding sincerely in the event of advance rulings and tax audits.

Public Relations Section

Dialogues with Shareholders and Investors

Dialogues with Shareholders and Investors

Basic Approach and IR System

When any shareholders wish a dialogue with the Company that will contribute to medium to long-term improvement of the Company’s corporate value, it is Meidensha’s policy that the Company’s management conducts the dialogue to the extent reasonably possible.
A system is in place where an executive officer is placed in charge of IR matters and an IR-specialist department conducts activities to enhance constructive dialogue with shareholders, including institutional investors and strengthens external communication.

Results Briefings

We hold results briefings twice a year in May and November. In addition, we have also commenced briefings for individual investors since fiscal 2018.
We will continue to work to ensure an even fuller disclosure of information through results briefings, individual IR sessions, conferences, the website, and this report, etc., and continue to engage in dialogue with shareholders and investors.

Main IR Activities in Fiscal 2019

Individual Sessions Number
Japanese Investors 105
Foreign Investors 54
Total 159

The materials for the results briefings are available for viewing. Please visit “Fact Sheet for Account Settlement Briefing Session” under “Investors” on the Corporate website.

Fact Sheet for Account Settlement Briefing Session

Public Relations Section

Board of Directors & Executive Officers as of July, 2020

Board of Directors & Executive Officers as of July, 2020

Director Yuji Hamasaki Representative Director, Chairman

Yuji Hamasaki

Representative Director, Chairman
Nomination & Remuneration Committee Member

Reason for Selection

Yuji Hamasaki served as president since 2013, and since 2018, he has overseen all aspects of the Group’s management as chairman. He has extensive experience and results, and as chairman of the Board of Directors, he has worked to enhance the supervisory function of the Board of Directors in order for the Group to take appropriate risks.
He has been selected as he is expected to further enhance the corporate governance of the entire Group by reflecting the aforementioned experience and achievements at meetings of the Board of Directors.

Career Summary

June 2004 – Executive officer of Sumitomo Electric Industries, Ltd.
June 2005 – Managing executive officer of Sumitomo Electric Industries, Ltd.
June 2006 – Managing director of Sumitomo Electric Industries, Ltd.
April 2010 – Senior managing executive officer of Meidensha
June 2010 – Director of Meidensha
April 2011 – Executive vice president of Meidensha
June 2013 – President of Meidensha
June 2018 to present – Chairman of Meidensha

Takeshi Miida Representative Director, President

Takeshi Miida

Representative Director, President
Nomination & Remuneration Committee Member

Reason for Selection

Takeshi Miida has been involved with drafting and implementing group-wide management plans, and since 2018, he has been responsible group-wide management and Medium-term Management Plan 2020 as president.
Based on the aforementioned experience and achievements, he has been selected as he is expected to enhance the decision-making and oversight functions of the Board of Directors through his involvement in management as a promoter of Medium-term Management Plan 2020.

Career Summary

April 1978 – Joined Meidensha
April 2008 – Executive officer in charge of the Corporate Policy Planning Group and the Corporate Policy Planning Division
April 2011 – Managing executive officer in charge of the Corporate Policy Planning Group and head of the Corporate Policy Planning Division
June 2012 – Director
April 2015 – Executive vice president
June 2018 to present – President

Masamichi Kuramoto Representative Director, Executive Vice President

Masamichi Kuramoto

Representative Director, Executive Vice President

Reason for Selection

Based on his extensive experience and achievements as an engineer in the Research and Development Business Unit, Masamichi Kuramoto is working to expand the scale of all of the Company’s business, environmental initiatives, and the automobile-related business, which is one of the growth business under Medium-term Management Plan 2020.
Based on the aforementioned experience and achievements, he has been selected as he is expected to enhance the decision-making and oversight functions of the Board of Directors through his involvement in management.

Career Summary

April 1980 – Joined Meidensha
April 2013 – Executive officer in charge of the Research & Development Group
April 2014 – Managing executive officer in charge of the Research & Development Group
April 2015 – Senior managing executive officer in charge of the Research & Development Group
June 2015 – Director
April 2018 to present – Executive vice president

Shosuke Mori Director, Executive Vice President

Shosuke Mori

Director, Executive Vice President

Reason for Selection

Since assuming his position in June 2019, Shosuke Mori has been responsible for new businesses, business alliances, and overseas businesses, etc. He is working to strategically enhance the social infrastructure systems business and the maintenance and servicing business, which are positioned as earnings-base businesses under Medium-term Management Plan 2020.
Based on the aforementioned experience and achievements, he has been selected as he is expected to enhance the decision-making and oversight functions of the Board of Directors through his involvement in management.

Career Summary

April 2011 – Executive officer in charge of the 1st Headquarters Sales Division of Sumitomo Mitsui Banking Corporation
April 2013 – Executive officer in charge of the General International Division of Sumitomo Mitsui Banking Corporation
April 2014 – Managing executive officer in charge of the General International Division of Sumitomo Mitsui Banking Corporation
April 2015 – Managing executive officer in charge of the Asia Pacific Division of Sumitomo Mitsui Banking Corporation
April 2017 – Senior managing executive officer, second in command of the International Division of Sumitomo Mitsui Banking Corporation
April 2018– Senior managing executive officer in charge of the Corporate Advisory Division of Sumitomo Mitsui Banking Corporation
April 2019 – Executive officer and vice president of Meidensha
June 2019 to present – Executive vice president of Meidensha

Nobutoshi Ohashi Director, Senior Managing Executive Officer

Nobutoshi Ohashi

Director, Senior Managing Executive Officer

Reason for Selection

Based on his experience of HR and general affairs-related operations, in recent years, Nobutoshi Ohashi has contributed to the improvement of corporate governance as the manager of the HR and General Affairs Business Unit, and since 2018, he has worked to promote the Smart Work 2020 work-style reform action plan.
Based on the aforementioned experience and achievements, he has been selected as he is expected to enhance the decision-making and oversight functions of the Board of Directors through his involvement in management as a promoter of initiatives to leverage the personnel of the entire Meiden Group and further improve corporate governance.

Career Summary

April 1979 – Joined Meidensha
April 2013 - Executive officer in charge of the HR & General Affairs Group and the HR Planning Division
April 2015 – Managing executive officer in charge of the HR & General Affairs Group
April 2018 – Senior managing executive officer in charge of the HR & General Affairs Group
June 2018 to present – Director
April 2020 to present – Senior managing executive officer in charge of the HR & General Affairs Group

Norio Takekawa Director, Senior Managing Executive Officer

Norio Takekawa

Director, Senior Managing Executive Officer

Reason for Selection

Norio Takekawa has extensive on-site experience as an engineer in the Construction Business Unit. He is currently leveraging this experience to improve Meidensha’s production and quality management systems, and working to implement production process reforms and invest in streamlining equipment as work-style reforms, from the perspective of production.
With an outlook, perspective, and sense of balance based on the aforementioned diverse experience and achievements, he has been selected as he is expected to enhance the decision-making and oversight functions of the Board of Directors through his involvement in management.

Career Summary

April 1981 – Joined Meidensha
April 2015 – Executive officer in charge of the Plant Construction & Engineering Business Group
April 2017 – Managing executive officer in charge of the Production Engineering and Management Group
April 2018 – Senior managing executive officer
June 2018 to present – Director
April 2020 to present – Senior managing executive officer in charge of the Plant Construction & Engineering Business Group

Nobuaki Tamaki Director, Senior Managing Executive Officer

Nobuaki Tamaki

Director, Senior Managing Executive Officer

Reason for Selection

Based on his experience as an engineer who worked on T&D products, which are Meidensha’s core products, and as top management of an overseas subsidiary, Nobuaki Tamaki is working to expand the scale of the overseas business, which is positioned as a growth business under Medium-term Management Plan 2020.
With aforementioned perspective as an engineer and a global perspective, he has been selected as he is expected to enhance the decision-making and oversight functions of the Board of Directors through his involvement in management.

Career Summary

April 1982 – Joined Meidensha
April 2015 – Head of the T&D Business Unit
April 2016 – Executive officer
April 2017 – Managing executive officer
April 2018 – Senior managing executive officer
June 2018 to present – Director
April 2020 to present – Senior managing executive officer in charge of the Overseas Business Strategic Management Group

Hiroyuki Takenaka Outside Director

Hiroyuki Takenaka

Outside Director
Nomination & Remuneration Committee Member

Reason for Selection

Hiroyuki Takenaka uses his extensive management experience spanning many years and broad knowledge to tirelessly work to improve the Group’s corporate governance. At present, he is serving as chair of the voluntary Nomination and Remuneration Committee and contributing to improved transparency of management.
He has been selected as he is expected to further enhance the supervisory function of the Board of Directors by continuing to reflect the aforementioned experience and knowledge at meetings of Meidensha’s Board of Directors.

Career Summary

June 2001 – Director of Sumitomo Electric Industries, Ltd.
June 2003 – Executive officer of Sumitomo Electric Industries, Ltd.
June 2004 – Managing director of Sumitomo Electric Industries, Ltd.
June 2007 – Senior managing director in charge of the Electrical Cable, Materials, and Energy Business Headquarters and the Production Technology Headquarters of Sumitomo Electric Industries, Ltd.
June 2008 – Senior managing director in charge of the electrical cable, materials, and energy business headquarters oof Sumitomo Electric Industries, Ltd.
May 2010 – Senior managing director of Sumitomo Electric Industries, Ltd.
June 2010 – Executive vice president of Sumitomo Electric Industries, Ltd.
June 2013 to present – Director of Meidensha

Junji Yasui Outside Director

Junji Yasui

Outside Director
Nomination & Remuneration Committee Member

Reason for Selection

Junji Yasui uses his extensive management experience spanning many years and broad knowledge to tirelessly work to improve the Group’s corporate governance. At present, he is serving as a member of the voluntary Nomination and Remuneration Committee and contributing to improved transparency of management.
He has been selected as he is expected to further enhance the supervisory function of the Board of Directors by continuing to reflect the aforementioned experience and knowledge at meetings of Meidensha’s Board of Directors.

Career Summary

April 2004 – Executive officer in charge of the Third Solutions and Sales Business Headquarters of NEC Corporation
April 2005 – Executive officer in charge of the Fourth Solutions Business Headquarters of NEC Corporation
April 2008 – Executive vice president of NEC Corporation
June 2008 – Director and executive vice president of NEC Corporation
April 2010 – Director and managing executive vice president of NEC Corporation
July 2011 – Director, managing executive vice president, and chief supply chain officer of NEC Corporation
April 2012 – Representative director, senior executive vice president, and chief supply chain officer of NEC Corporation
April 2016 – Representative director and senior executive vice president of NEC Corporation
June 2016 to present – Director of Meidensha

Tadayoshi Machimura Director and Audit & Supervisory Committee Member (Full-time Audit & Supervisory Committee Member)

Tadayoshi Machimura

Director and Audit & Supervisory Committee Member (Full-time Audit & Supervisory Committee Member)

Reason for Selection

Until March 2019, Tadayoshi Machimura served as a representative director of Meidensha. Until March 2020, he was involved with management as the president of Meiden O&M, which is the core of the Group’s maintenance and servicing business, and he has extensive experience and achievements.
He has been selected as he is expected to further enhance audit and supervisory functions by reflecting his perspective on management of the entire Meiden Group, including affiliates, in Meidensha’s audits and meetings of the Board of Directors based on the aforementioned experience and achievements.

Career Summary

April 1977 – Joined Meidensha
April 2012 – Executive officer and supervisor of electric power conversion products of Meidensha
April 2014 – Managing executive officer, supervisor of electric power conversion products, and supervisor of power generation products of Meidensha
April 2015 – Senior managing executive officer of Meidensha
June 2015 – Director of Meidensha
April 2018 – Executive vice president of Meidensha
April 2019 – President of Meiden O&M Corporation
April 2020 – Adviser at Meidensha
June 2020 to present – Director (Audit & Supervisory Committee Member)

Taketora Ito Director and Audit & Supervisory Committee Member (Full-time Audit & Supervisory Committee Member)

Taketora Ito

Director and Audit & Supervisory Committee Member (Full-time Audit & Supervisory Committee Member)

Reason for Selection

Taketora Ito has been involved with the Manufacturing Business Unit for many years. He has extensive experience and knowledge relating to manufacturing, production, and factory operation, etc. He has served as an Audit & Supervisory Board Member of Meidensha since June 2017.
He has been selected as he is expected to further enhance audit and supervisory functions by reflecting the aforementioned experience and knowledge in Meidensha’s audits and at meetings of the Board of Directors.

Career Summary

April 1981 – Joined Meidensha
September 2011 – General Manager of Rotating Machinery Factory, Energy Systems Business Unit
April 2014 – Head of the Power Generation Products Planning Division
October 2015 – General Manager for Special Task of the Power Generation Products Business Unit
April 2017 – Manager of the Internal Auditors Office
June 2017 – Audit & Supervisory Board Member
June 2020 to present – Director (Audit & Supervisory Committee Member)

Yoshiaki Shin Director and Audit & Supervisory Committee Member (Outside Director)

Yoshiaki Shin

Director and Audit & Supervisory Committee Member (Outside Director)

Reason for Selection

Yoshiaki Shin has extensive management experience and high-level knowledge spanning many years, and has experience as an auditor of Meidensha. He has been selected as he is expected to further enhance audit and supervisory functions by reflecting the aforementioned experience and knowledge in Meidensha’s audits and meetings of the Board of Directors.

Career Summary

April 2008 – Director and chair of Mitsui Sumitomo Insurance Group Holdings, Incorporated
April 2010 – Director of Mitsui Sumitomo Insurance Co., Ltd.
April 2010 – Consultant at MS & AD Insurance Group Holdings, Inc.
April 2011 – Standing consultant at Mitsui Sumitomo Insurance Co., Ltd.
June 2012 – Outside auditor of Meidensha
June 2012 – Director of DSB Co., Ltd.
April 2014 to present – Senior advisor to Mitsui Sumitomo Insurance Co., Ltd.
June 2020 to present – Director (Audit & Supervisory Committee Member) of Meidensha

Mitsuru Nawata Director and Audit & Supervisory Committee Member (Outside Director)

Mitsuru Nawata

Director and Audit & Supervisory Committee Member (Outside Director)

Reason for Selection

Mitsuru Nawata has extensive management experience and high-level knowledge spanning many years, and has experience as an auditor of Meidensha. He has been selected as he is expected to further enhance audit and supervisory functions by reflecting the aforementioned experience and knowledge in Meidensha’s audits and meetings of the Board of Directors.

Career Summary

June 2007 – Managing executive officer of The Sumitomo Trust and Banking Co., Ltd. (currently Sumitomo Mitsui Trust Bank, Limited)
May 2008 - Managing executive officer in charge of the credit division of The Sumitomo Trust and Banking Co., Ltd.
January 2009 - Managing executive officer in charge of the first credit division of The Sumitomo Trust and Banking Co., Ltd.
May 2009 – Managing executive officer of The Sumitomo Trust and Banking Co., Ltd.
June 2010 – Director and chair of Life Housing Loan Co., Ltd.
June 2010 – Director and chair of First Credit Corporation
October 2010 – President of Sumishin Real Estate Loan & Finance, Limited (currently Sumitomo Mitsui Trust Loan & Finance Co., Ltd.)
April 2015 – Director and chair of Sumitomo Mitsui Trust Loan & Finance Co., Ltd.
April 2016 – Standing auditor of Sumitomo Mitsui Trust Panasonic Finance Co., Ltd.
June 2016 – Outside auditor of Meidensha
June 2020 to present – Director (Audit & Supervisory Committee Member) of Meidensha

Keiko Hayashi Director and Audit & Supervisory Committee Member (Outside Director)

Keiko Hayashi

Director and Audit & Supervisory Committee Member (Outside Director)

Reason for Selection

Keiko Hayashi has a high-level of expertise and extensive experience as an accountant spanning many years. She has gained wide-ranging views and knowledge through organizational diversity promotion initiatives. She has been selected as she is expected to further enhance audit and supervisory functions by reflecting the aforementioned expertise, experience, views, and knowledge in Meidensha’s audits and meetings of the Board of Directors.

Career Summary

April 1986 – Joined the Tokyo Regional Taxation Bureau
October 1990 – Joined Tohmatsu & Co. (currently Deloitte Touche Tohmatsu LLC)
March 1994 – Registered as a certified public accountant
July 2006 – Partner of Tohmatsu Audit Corporation (currently Deloitte Touche Tohmatsu LLC)
July 2013 – Director of The Japanese Institute of Certified Public Accountants
October 2013 - Deloitte Tohmatsu Group diversity promotion officer
July 2016 to present – Managing director of The Japanese Institute of Certified Public Accountants
November 2018 – Representative director of Tohmatsu Challenged Co., Ltd.
January 2019 to present – Member of Acquisition, Technology and Logistics Agency Defense Procurement Council
June 2019 - Deloitte Tohmatsu Group D & I committee advisor
August 2019 – Chair of The Japanese Institute of Certified Public Accountants Audit Practice and Review Committee
October 2019 to present – Chair of The Japanese Institute of Certified Public Accountants Audit and Discipline Investigation Committee
June 2020 to present – Director (Audit & Supervisory Committee Member) of Meidensha

Senior Managing Executive Officer Kazumi Ikarashi
Managing Executive Officers Michihiko Kato
Masayuki Iwao
Tatsuki Mochizuki
Kuniake Yasukawa
Masahiko Suzuki
Akio Inoue
Executive Officers Noritaka Matsushita
Hiroshi Toke
Minoru Kaneda
Hisahiro Murashima
Satoshi Momenya
Norio Mizutani
Hideki Miyazawa
Akio Ikemori
Takashi Furuta
Takeo Suzuki
Katsunori Suzuki
Munekazu Shiratori
Kuniteru Yamaoka
Katsuyuki Watanabe
Public Relations Section