Sustainability

Corporate Governance

Outside Directors and Outside Audit & Supervisory Board Members

NGK appoints individuals who possess outstanding achievements and a wealth of experience from a variety of industries to monitor director business execution in an attempt to realize stronger, more efficient management. Additionally, in terms of outside director independence, overall determinations are made with consideration for the Tokyo Stock Exchange "Guidelines for Listing" to avoid conflicts of interest with general shareholders. Our three outside directors are professionals able to make objective, rational decisions, while our two Outside Audit & Supervisory Board Members provide opinions mainly from social and financial perspectives.

Activities of Outside Directors and Outside Audit & Supervisory Board Members (fiscal 2017)

Name Attendance at Board of Directors meetings Main activities
Outside Directors Hiroyuki Kamano Attended 15 out of the 15 meetings held. Mr. Kamano provides opinions regarding compliance structure enhancement and management approaches for management planning, utilizing his substantial experience and specialization as an attorney.
Toshio Nakamura Attended 15 out of the 15 meetings held. Mr. Nakamura provides opinions that clarify the foundation of business decisions, utilizing his wide-ranging experience and achievements in economic and industrial administration.
Emiko Hamada Attended 11 out of the 15 meetings held.
Attended all 11 Board of Directors meetings held from when she assumed office as Director until the last day of the previous fiscal year.
Ms. Hamada provides opinions on strengthening technological capabilities, product development, and product commercialization, utilizing her experience from engaging in business development and extensive knowledge concerning research and development.
Name Attendance at Board of Directors meetings Attendance at Audit & Supervisory Board meetings Main activities

Outside Audit & Supervisory Board Members

Setsuo Tanaka Attended 14 out of the 15 meetings held. Attended 14 out of the 14 meetings held. Mr. Tanaka provides opinions on practical responses and strengthening measures concerning the risk management system, utilizing his experience and achievements in police administration.
Ichiro Terato Attended 15 out of the 15 meetings held. Attended 14 out of the 14 meetings held. Mr. Terato provides opinions on financial policies, utilizing his experience and wide-ranging knowledge gained in management positions with The Bank of Tokyo-Mitsubishi UFJ (now MUFG Bank, Ltd.) and Nikon Corporation.

Current Independent Directors and Reasons for Appointment (fiscal 2018)

Name Reasons for appointment
Outside Director
Hiroyuki Kamano
Having long engaged in legal practice as an attorney-at-law, Mr. Kumano possesses a wealth of experience and achievements in the legal community, including his service as Vice-President of the Tokyo Bar Association. Drawing on this experience, he has been fulfilling his duties as an outside director of the company by sharing opinions regarding the management strategy and strengthening of the compliance structure, as well as offering suggestions in connection with the company's business operation and properly overseeing the management of the company. We have therefore elected him to the position of outside director.
Outside Director
Toshio Nakamura
Having served as Director for the Trade Bureau of the Ministry of International Trade and Industry (former name of the Ministry of Economy, Trade and Industry), Director-General of the Small and Medium Enterprise Agency, and President of the Japan Chamber of Commerce and Industry, Mr. Nakamura has long been playing a vital role in the promotion of commerce and industry. By leveraging his knowledge and abundant experience cultivated over the course of his career, he has been appropriately fulfilling his duties as an outside director of the company by sharing his opinions on the importance of clarifying the basis for business decisions, as well as offering suggestions in connection with the company's business operation and overseeing the management of the company. We have therefore elected him to the position of outside director.
Outside Director
Emiko Hamada
Ms. Hamada has made remarkable achievements, such as leading the invention and world-first commercialization of the CD-R (recordable CD) while working at Taiyo Yuden Co., Ltd. Since then, she has been engaged in research activities mainly based on industry-academia-government collaboration as Professor at the Nagoya Institute of Technology and Visiting Professor at Nagoya University. In her role as outside director she draws upon the insights which she has cultivated over the course of her career to offer recommendations about the management of corporate affairs, particularly from a technological capacity strengthening and product development and commercialization standpoint, and to provide appropriate administrative oversight. We have therefore elected her to the position of outside director.
Outside Audit & Supervisory Board Member
Setsuo Tanaka
Mr. Tanaka has cultivated a wealth of experience and achievements over his career in government, which has spanned a variety of important posts within the National Police Agency prior to his current position as Commissioner General of the National Police Agency. Mr. Tanaka is able to leverage this experience to provide compliance and risk management-related recommendations regarding overall NGK operations. Based upon this demonstrated competency and capability, he has been selected as an outside audit and supervisory board member.
Outside Audit & Supervisory Board Member
Junichi Ito
Mr. Ito has been involved with corporate management for many years, including as Senior Management Executive Officer for the Bank of Tokyo-Mitsubishi UFJ, Ltd. (now MUFG Bank, Ltd.) and Representative Director, Senior Executive Vice President and CFO for Nikon Corporation. As an expert in corporate management, Mr. Ito is able to leverage the wealth of experience and the insights he has cultivated over his long career to provide appropriate advice and oversight aimed at strengthening NGK's corporate governance. Based upon this demonstrated competency and capability, he has been selected as an outside audit and supervisory board member.