Sustainability

Committees on Corporate Governance

NGK has further strengthened and enhanced its corporate governance system by establishing committees to bolster the supervision and monitoring functions of the Board of Directors.

Board of Directors

The Board of Directors is composed of nine directors (eight male, one female; one third of directors are outside directors). It discusses matters designated under the Companies Act, NGK’s Articles of Incorporation and Board of Directors’ Regulations. (These matters include company-wide unified budgeting, strategic planning such as dissolution, mergers, and alliances of the company, appointing and removing representative directors, business reports, approval of financial statements etc., the disposal and acceptance of transfer of important assets, the appointment and dismissal of important employees, etc.) The chair of the Board of Directors is a non-executive director. In addition, both the full-time and outside members of the Audit & Supervisory Board attend meetings of the Board of Directors and provide their input and opinions when necessary.

Times held: 14

Audit & Supervisory Board

The Audit & Supervisory Board is composed of four Audit & Supervisory Board Members (all male). Audit & Supervisory Board Members audit directors’ decision-making process and execution of duties, by attending meetings of the Board of Directors and other important meetings, receiving reports from directors, employees, etc. and requesting explanations where necessary. In addition, they confirm the status and operation of so-called internal control systems, and confirm the appropriateness of accounting auditors’ auditing methods and results.

Times held: 14

Executive Committee

The Executive Committee is a body that deliberates necessary matters to assist the President in decision making, and consists of the President, Executive Vice Presidents, Group Executives of each Business Group, Group Executive of Corporate R&D, Group Executive of Corporate Manufacturing Engineering, corporate officers in charge of each division, senior fellows, Standing Audit & Supervisory Board Members, as well as corporate officers, chairpersons, general managers and division heads designated by the President, of which 16 are male and one is female.

Times held: 19

Nomination and Compensation Advisory Committee

The Nomination and Compensation Advisory Committee was established in order to ensure fairness and enhance transparency in officers’ personnel matters, the determination of remuneration, and other matters. The Nomination and Compensation Advisory Committee deliberates on personnel matters for directors and the Audit & Supervisory Board Members, matters relating to remuneration for directors and corporate officers, total remuneration amount proposal for the Audit & Supervisory Board Members, and a succession plan for the chief executive, and reports its results to the Board of Directors. The majority of the Nomination and Compensation Advisory Committee was previously composed of outside directors and Outside Audit & Supervisory Board Members and chaired by a representative director. However, its composition was revised at the meeting of the Board of Directors held on June 28, 2021 so that its majority is composed of independent outside directors, and an independent outside director was elected as Chairperson. The Nomination and Compensation Advisory Committee is composed of four male members and one female member.

Times held: 4

Business Ethics Committee

The Committee, comprised of outside directors/audit & supervisory board members and one inside director in charge of compliance, conducts investigations as necessary into fraudulent acts or violations of laws and regulations in which the officers and others of NGK were involved and makes recommendations on measures to prevent reoccurrence, etc. to the Board of Directors, in addition to considering the creation of compliance systems and compliance activities aimed at compliance with competition laws and the Foreign Corrupt Practices Act, and reporting the results thereof to the Board of Directors. The Committee strives to strengthen the compliance system by establishing, in addition to the current Helpline System, a whistle-blowing system (hotline), which is directly linked to the Business Ethics Committee, as a mechanism to prevent any such fraudulent act or violation of laws and regulations. The Business Ethics Committee is composed of five male members and one female member.

Whistleblowing System (Hotline)

Times held: 6

Corporate Council

The Corporate Council is a council where outside directors/Audit & Supervisory Board Members, representative directors, and other participants exchange opinions, and an opportunity where management seeks for advice from the outside directors/Audit & Supervisory Board Members concerning various issues on management. The Corporate Council is composed of nine male members and one female member.

Times held: 1

Conference of Outside Directors and Outside Audit & Supervisory Board Members

The Conference of Outside Directors and Outside Audit & Supervisory Board Members consists solely of outside directors/Audit & Supervisory Board Members, and exchanges opinions concerning managerial issues and other matters aiming to actively contribute to discussions at the Board of Directors’ meetings. The Conference of Outside Directors and Outside Audit & Supervisory Board Members is composed of four male members and one female member.

Times held: 1

Hearing Convened by Audit & Supervisory Board Members and Outside Directors

Comprised of Audit & Supervisory Board members and outside directors, information is collected from internal persons regarding the business environment and issues of NGK. It is composed of six male members and one female member.

Times held: 12

Note: Times held is the number of meetings between April 2020 and March 31, 2021.

Other Bodies

Quality Committee
Times held: 5

Aiming to increase customer satisfaction and trust by realizing even higher-quality products and services, this body deliberates the matters necessary to help the president and the Quality Committee chair with decision-making regarding the following items.

  • Determination, revision, or abolition of Quality Policy and Objectives
  • Items pertaining to the prevention of serious quality defects in the market and technological responses after occurrence
  • Other quality-related matters determined to be important
Environmental Protection Committee
Times held: 3
This body formulates and deliberates the planning of matters necessary to help the president and the Environmental Protection Committee chair with decision-making regarding the realization of our Core Policy on the Environment to promote business activities in harmony with the environment.
Safety and Health Committee
Times held: 2
This body deliberates important issues on safety and health to assist the decision-making of the president and Safety and Health Committee chair regarding the establishment of basic policies and priority targets pertaining to safety and health and the confirmation of labor accidents and priority activities.
Compliance Committee
Times held: 3

This body assists the president and Compliance Committee chair with decision-making by deliberating essential matters pertaining to the following.

  • Observance of laws, regulations, and corporate ethics
    • Determination, revision, or abolition of basic policies related to the observance of laws, regulations, and corporate ethics, including the Code of Conduct
      Note: Deliberation items for Board of Directors meetings
    • Determination of systems, structures, and strict observance of important activities pertaining to laws, regulations, and corporate ethics company-wide
    • Handling of Helpline matters
    • Determination, revision, or abolition of risk management structures pertaining to laws, regulations, and corporate ethics
  • Response to the matters, incidents, or accidents related to laws, regulations, or corporate ethics that are special crisis management matters
  • Other compliance-related issues deemed important by the committee chair
Internal Controls Committee
Times held: 3

This body deliberates matters necessary to help the president and Internal Controls Committee chair with decision-making regarding internal controls system assessment and reporting related to financial reporting based on the Financial Instruments and Exchange Act.

  • Determines the scope of reporting for each fiscal year, assessment and reporting schedules, standards to assess internal controls, and other basic matters
  • Summarizes internal controls assessment and drafts internal controls report
Development Committee
Times held: 3
This body deliberates items necessary to assist the decision-making of the president and Development Committee chair regarding policies, evaluations, budgets, major individual planning, and commercialization projects related to development.
Facilities Committee
Times held: 8
This body deliberates items necessary to assist the decision-making of the president and Facilities Committee chair regarding the examination and evaluation of policies, budgets, performance, and major individual planning related to capital expenditure and information systems.
HR Committee
(established in April 2020)
Times held: 4

This body assists the president with decision-making by examining issue presentation, research reporting, solution development, and other essential matters related to corporate obligations in respecting human rights (issue handling) and the important personnel policies within the NGK Group.

  • Matters related to the determination, revision, or abolition of basic human rights policies
  • Matters related to raising human rights awareness among all Group companies and implementing human rights due diligence
  • Matters related to important personnel policies whose impact may potentially extend to Group companies
  • Other human rights and personnel policy-related matters deemed serious by the committee chair
ESG Committee
Times held: 7
This body facilitates information sharing, opinion exchange, and policy deliberation between the president and other relevant directors and personnel about important environmental, social, and governance-related issues.
BCP Countermeasures
Headquarters
Times held: 1
Aimed at ensuring business continuity in times of emergency, this body executes the operation and maintenance of business continuity plans (BCP) in normal times as well as gives instructions on and support to restoration systems, and prioritizes restoration orders when BCP is in effect.
Central Disaster Prevention and Control Headquarters
Times held: 1
This body executes requisite duties under commands from the Head and deliberates items necessary to assist the decision-making of the president and Head of this body regarding items related to earthquakes, storm and flood damage, fires, and explosions that threaten or significantly impact the company.
Security Export Control/Specified Export and Customs Clearance Control Committee
Times held: 1
This body deliberates and determines items necessary for guidance for subsidiaries and affiliates, legal compliance and the improvement of other internal systems with respect to security export controls, specified export declaration systems, and the management of customs clearance operations.