Corporate Governance

Basic Policies

Guidelines for Corporate Behavior and Thorough Observance of Behavioral Guidelines

To ensure appropriate operations and transparent management, NGK has set its sights on establishing and maintaining an organization capable of swiftly responding to changes in the business environment, and a fair and open management system emphasizing the interests of shareholders. These components make up NGK's basic approach to corporate governance.
To put this approach into practice, NGK has chosen a corporate governance structure anchored by an Audit & Supervisory Board. In addition to the General Meeting of Shareholders, the Board of Directors, and the Audit & Supervisory Board, NGK corporate governance includes the Executive Committee and several other committees established to assist the president in management decision-making. These bodies help to enhance governance efficacy by deliberating and reviewing important matters.
In recognition of needs to execute swift and optimal decision making and respond promptly to changes in the operating environment, NGK introduced an executive officer system, thus separating the management decision-making and supervision functions from business execution functions, and clearly defining the responsibilities of both.
Furthermore, to strengthen the supervision and monitoring functions of the Board of Directors, major committees among those tasked with mitigating the various risks surrounding NGK are obligated to report to the Board of Directors. NGK has also established a committee scheme, including a Nomination and Compensation Advisory Committee, a Corporate Council, a Conference of Outside Directors and Outside Audit & Supervisory Board Members, and a Business Ethics Committee to ensure the effectiveness of the Corporate Governance Code.
NGK will continue working toward developing a more comprehensive corporate governance scheme.

Corporate Governance Report

Corporate Governance Enhancement

Ongoing structural enhancements aimed at strengthening corporate governance include the introduction of an executive officer system and an outside director system to improve the management supervision and monitoring functions and facilitate recommendations with respect to overall management.

April 1999 Formulated Guidelines for Corporate Behavior
April 2003 Revised NGK Group Guidelines for Corporate Behavior
June 2005 Introduced an executive officer system
Introduced a stock option
Introduced an outside director system
July 2005 Established the CSR Committee
April 2007 Established the CSR Office
June 2010 Appointed independent directors
July 2011 Major revision to NGK Group Guidelines for Corporate Behavior
April 2015 Signed on to UN Global Compact
June 2015 Established the Global Compliance Office
December 2015 Established committees for corporate governance
June 2017 Appointed one additional outside director