Promotion of CSR
Corporate Governance
Recognizing social responsibilities and aiming to enhance corporate value, Yokowo established a solid corporate governance system so that we can meet every stakeholder's expectation.
Basic Principles Concerning Corporate Governance
Based on the recognition that Yokowo exists today with the support of all stakeholders, including shareholders, customers, suppliers, and local communities, we establish good relationships with stakeholders and aim to maximize our corporate value.
Yokowo believes that strengthening its corporate governance is one of its important management challenges. It has accordingly adopted a corporate management system to ensure management efficiency, transparency, and lawful conduct, and to achieve its management objectives.
Corporate Governance System
Yokowo has adopted an Audit & Supervisory Board system. Our system of corporate governance consists of a Board of Directors that performs management strategic and supervisory functions, an Executive Officer system that fulfills an executive function, and an Audit & Supervisory Board that fulfill management audit functions. Details of our corporate governance organizational system are as follows:
- The Board of Directors' decision-making function in management strategies and its supervisory function are clearly defined. In addition, the Board of Directors consists of only a limited number of directors, to ensure prompt decision making.
- By adopting both the Executive Officer system and the Department Structure, strategic decision making and operational supervisory functions are clearly separate from the executive function, creating a system for prompt and appropriate execution of operations.
- To strengthen the managerial audit capabilities of the Audit & Supervisory Board, we have appointed Outside Audit & Supervisory Board members with excellent professional expertise and extensive practical experience.
| Name | Official position |
|---|---|
| Reason for nomination | |
| Takayuki Tokuma | Representative Director |
| As the head and executive officer in charge of the divisions, Mr. Takayuki Tokuma has led the business expansion/evolution of the Company's primary businesses, including the development/sales promotion of micro antennas in the vehicle communication equipment business, as well as advancing into the BGA socket area of the circuit testing connector business, overseas sales promotion of the PCC business (current fine connector business) and start-up of the medical device business, and thus has a thorough understanding of all businesses. He has served as President and Executive Officer since April 2007, bearing the slogans of "multilayered business" and "permanent evolution," and successfully and steadily achieved improvement the growth potential, profitability, and stability of the Group. | |
| Koichi Fukagawa | Director |
| Mr. Koichi Fukagawa, as the executive officer in charge of the circuit testing connector business, has led the business acquisition, introduction of new technologies, and acquisition of new customers of said business, and has also contributed to the establishment/enhancement of the information security structure of the Group as a whole, and contributed to the improvement of awareness thereof by promoting the acquisition of ISO 27001 certification, the international standard for information security. He has been leading the enhancement of the Group's base and promotion of ESG initiatives, including corporate governance and CSR (Corporate Social Responsibility) activities, as well as prevention countermeasures against COVID-19, as the executive officer in charge of management planning/administration management headquarters since February 2020. | |
| Kenji Yokoo | Director |
| Mr. Kenji Yokoo held important posts successively in the vehicle communication equipment business—the Company's mainstay business—and made a significant contribution towards the Company's business expansion by taking the initiative in opening new accounts with customers who are now major clients. Since his appointment to Executive Officer and Chief Officer of the Administration Management H.Q., he has been playing a leading role in enhancing the company's global framework by promoting measures for company-wide profit structure reform as well as personnel innovation measures after the Lehman's collapse. Since February 2020, he has been in charge of the VCCS business, of which he has thorough understanding, and is working to rebuild the profit structure of the business fundamentally, while placing the greatest importance on the execution of supply responsibility, amidst the difficult circumstances where orders fluctuate and logistics is disrupted due to an impact of the spread of COVID-19. | |
| Naohito Odani | Director |
| Mr. Naohito Odani has built a global framework for field application engineers (FAEs) who take charge of supporting customers of the Company's circuit testing connector (CTC) business and raised trust of the customers significantly. In addition, he has promoted efforts to raise the level of technological capabilities of the CTC Engineering Department as a whole, improve its productivity in the design and development areas, and reinforce the strengths of the Intellectual Property Department, leading the dramatical improvement of the technological competitiveness of the Company's CTC Business Division, and has thereby contributed significantly to the rapid growth of said business. | |
| Kuniko Muramatsu | Director |
| Mr. Naohito Odani has built a global framework for field application engineers (FAEs) who take charge of supporting customers of the Company's circuit testing connector (CTC) business and raised trust of the customers significantly. In addition, he has promoted efforts to raise the level of technological capabilities of the CTC Engineering Department as a whole, improve its productivity in the design and development areas, and reinforce the strengths of the Intellectual Property Department, leading the dramatical improvement of the technological competitiveness of the Company's CTC Business Division, and has thereby contributed significantly to the rapid growth of said business. | |
| Makoto Tobari | Director |
| Mr. Makoto Tobari has engaged in guidance and advisory services mainly on technological strategy, new business, and management strategy fields for many years as a senior consultant at a leading management consultancy firm. He also has experience in corporate management as a director of said firm. | |
| Byeongwoo Kang | Director |
| Mr. Byeongwoo Kang worked at one of the world's leading electronics manufacturers as a researcher. His research included 3G and 4G mobile communication technology and he was involved in the gaining of many patents. Subsequently, he changed his focus to research on patent strategy and currently serves as an Associate Professor at a graduate school of Hitotsubashi University. | |
| Name | Official position |
|---|---|
| Reason for nomination | |
| Kenji Kamachi | Audit & Supervisory Board Member |
| Mr. Kenji Kamachi has experience in serving as chief financial officer (CFO) of a foreign automotive parts company, etc., and is a U.S. certified public accountant, who has considerable knowledge in finance and accounting. After joining the Company, he has supervised the entire administrative operations of the Administration Management H.Q. from a holistic perspective. He has also participated in deliberation and decision making as a member of the Business Risk Management Committee, broadly developing his understanding of the Company's business risks in general. As a person in charge of the Internal Audit Department, he has been powerfully promoting efforts to strengthen the internal audit system since April 2020, reinforcing the collaboration within the Board of Directors, collaboration with Outside Director and Outside Audit & Supervisory Board Members in particular. | |
| Toshiaki Tochigi | Outside Audit & Supervisory Board Member |
| Mr. Toshiaki Tochigi has played an active role as a lawyer staying on top for many years and has a wealth of experience and considerable insight in broad fields including corporate legal affairs, civil cases, and M&As. At Board of Directors meetings, he actively makes statements, including questions, opinions, and requests regarding matters such as business performance and execution of capital investment and other important operations, as well as contractual terms important for management purposes, always from an objective perspective as an independent Outside Audit & Supervisory Board Member. | |
| Hisao Tsunod | Outside Audit & Supervisory Board Member |
| Mr. Hisao Tsunoda has a wealth of experience and broad knowledge concerning corporate management as director of a regional bank. | |
| Emi Yoneda | Outside Audit & Supervisory Board Member |
| Ms. Emi Yoneda has engaged in a broad range of services at a leading audit firm, mainly in the fields of accounting audit, due diligence, and support for operational efficiency improvement for listed companies, and has extensive knowledge in finance and accounting. She also has experience in promoting and leading initiatives for formulation of medium-term plans, governance reforms, human resource/organizational development, and SDGs at Japan Professional Football League (J. League), as its full-time director. | |
| Name | Official position |
|---|---|
| Takayuki Tokuma | President and Executive Officer |
| Koichi Fukagawa | Senior Managing Executive Officer |
| Kenji Yokoo | Senior Managing Executive Officer |
| Naohito Odani | Managing Executive Officer |
| Katsuhei Yanagisawa | Managing Executive Officer |
| Mitsuaki Okazaki | Managing Executive Officer |
| Tsuyoshi Sakata | Managing Executive Officer |
| Hiroshi Igahara | Managing Executive Officer |
| Naoki Kawata | Executive Officer |
| Tatsuo Tsunoda | Executive Officer |
| Tomohisa Hoshino | Executive Officer |
| Toshihisa Tagaya | Executive Officer |
| Syunichi Nagaoka | Executive Officer |
| Takeshi Akao | Executive Officer |
| Kazuhiro Takahashi | Executive Officer |
| Hitoshi Ejiri | Executive Officer |
The Board of Directors
Yokowo's Board of Directors consists of a total of seven members: four executive directors, namely the Representative Director cum President and Executive Officer, the Director cum Senior Managing Executive Officer, three Director cum Managing Executive Officers and two part-time Outside Directors, who perform the function of supervision.
The Outside Director receive reports on the status of the work they have executed from the Representative Director cum President and Executive Officer, Director cum Senior Managing Executive Officer and Director cum Managing Executive Officer or other executive officers in charge at regular and ad hoc meetings of the Board of Directors and determine the matters proposed, etc. They also attend operational performance confirmation meetings and business unit meetings, etc. as appropriate, thereby supervising the execution of business activities.
Audit & Supervisory Board Members and Audit & Supervisory Board Meetings
The Audit & Supervisory Board consists of four members, one Full-time Audit & Supervisory Board member and three Part-time Outside Audit & Supervisory Board members. In addition to regular Audit & Supervisory Board meetings, extraordinary meetings are held as required.
The Audit & Supervisory Board members remain in close contact with Internal Audit departments and Accounting Auditors, as follows:
- Collaboration with Accounting Auditor
- KPMG AZSA LLC has been appointed as our Accounting Auditor. The Audit & Supervisory Board members and the Accounting Auditor cooperate in holding discussions on the receipt of the Accounting Auditor's report on audits and reviews on a quarterly basis (at the end of each quarter and at the end of the fiscal year) at meetings of the Audit & Supervisory Board and to conduct audits of each department and subsidiary, including both domestic and overseas companies, with the Accounting Auditor accompanied by the Full-time Audit & Supervisory Board members.
- Collaboration with the section in charge of Internal Audit
- Functioning between the Internal Audit Dept. and the Audit & Supervisory Board members, the Internal Audit Dept. provides appropriate support for the audits conducted by the Audit & Supervisory Board members, and the Audit & Supervisory Board members hold regular meetings with the Internal Audit Dept. to share the necessary information on the improvement of internal control and the status of operation, etc.
- Status of Activities of Outside Audit & Supervisory Board members
- From a professional viewpoint as attorneys and based on extensive knowledge and experience in personnel affairs, general affairs, and other areas, the two Outside Audit & Supervisory Board members give advice and suggestions at meetings of the Board of Directors.
Compensation for Board Members and Audit & Supervisory Board Members
Compensation for the Board members is determined in accordance with internal compensation standards and also by taking into consideration both business results as well as the personal results of individual Board members based on their position, and is then finally viewed from the aspect of appropriateness. However, the total amount for compensation is subject to the approval of a General Shareholders' Meeting.
Compensation for the members of the Audit & Supervisory Board is determined through discussion among the members within the range of the total amount for compensation resolved at General Shareholders' Meeting.
The amount of compensation for the Board members and Audit & Supervisory Board members for this fiscal year, FY2022, is as follows:
| Seven Board members | Total 209 million Japanese yen |
|---|---|
| Three Audit & Supervisory Board members | Total 42 million Japanese yen |
- Incentives
- Payments of bonuses to the Board members are, as a general rule, linked to the results for each business year and require the approval of a General Shareholders' Meeting. Yokowo payed 14 million yen for bonuses to the Directors for the fiscal year ended March 31, 2023 (except for Outside Directors and Audit & Supervisory Board members).
At the 76th Ordinary General Meeting of Shareholders and the meeting of the Board of Directors held on June 27, 2014, it was determined that a total of 300 stock acquisition rights (the number of shares to be delivered upon the exercise of subscription rights to shares is 30,000 shares) was granted to the three Directors, but not the Outside Director, as stock options. The rights were assigned as determined on August 8, 2014. With respect to the retirement compensation for Board members and Audit & Supervisory Board members, it was abolished in June 2006 as it was not linked to the management results.
Internal Control System
Outline of Present Internal Control System
In accordance with the resolution of the Board of Directors titled "Basic Principles for Establishment of an Internal Control System," Yokowo Group continues to establish the system and improve operational framework.
Basic Principles in the Internal Control System
The basic principles in establishing an Internal Control System are as follows:
"Basic Principles Concerning the Establishment for Internal Control System"
Internal Control Relating to Financial Statements
Yokowo has adopted the "Internal Control Relating to Financial Statements" set out in the Financial Instruments and Exchange Law since the fiscal year ended March 31, 2009. As a result of improving and executing internal control, we have determined that our internal control relating to financial statements was effective for the fiscal year ended March 31, 2023.
Yokowo also received an audit report from the Accounting Auditors that the report on its internal control was appropriate.
Risk Management
Yokowo has defined risk management policies and risk management guidelines in the Risk Management Rules to facilitate more stable and effective business activities. On this basis, a Risk Management System (RMS) has been established that seeks to identify and analyze the diverse risks of loss and to conduct the necessary preparations, execution, assessment, improvement, and review.
In the operation of the RMS, expert committees, etc. have been established for each major risk item to promote the relevant activities under the CSR Committee, which pursues the fulfillment of corporate social responsibility.
Information Management
Yokowo has appointed persons responsible for individual organs in order to ensure the appropriateness of storing and managing information. This allows the Company to conduct organizational and systematic storage and management of information and to monitor information storage and management periodically.
Corporate Governance Diagrams
The chart below shows our Corporate Governance and Internal Control Systems As of April 1, 2024.
