Governance
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 fulfills 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, Chairperson |
| 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 (VCCS) business, as well as advancing into the BGA socket area of the circuit testing connector (CTC) business, overseas sales promotion of the PCC business (current FC business) and start-up of the medical device (MD) business, and thus has a thorough understanding of all businesses. He served as President and Executive Officer from April 2007, bearing the slogans of “multilayered business” and “permanent evolution,” and successfully and steadily achieved improvement in the growth potential, profitability, and stability of the Group. Since April 2026, as Representative Director, Chairperson and CEO, he has been engaged in the role of overseeing the execution of duties by executive Directors and Executive Officers objectively and in a multifaceted manner. | |
| Kenji Yokoo | Director, Vice Chairperson |
| Mr. Kenji Yokoo held important posts successively in the vehicle communication equipment (VCCS) 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. From February 2020, he was in charge of the VCCS business, of which he has thorough understanding, and worked to rebuild the profit structure of the business fundamentally, while placing the greatest importance on the execution of supply responsibility during the COVID-19 pandemic. Since April 2026, as Director and Vice Chairperson in charge of the Incubation Center and Social Contribution, he has been engaged in the role of overseeing the execution of duties by executive Directors and Executive Officers objectively and in a multifaceted manner. | |
| Katsuhei Yanagisawa ※ | Representative Director |
| Mr. Katsuhei Yanagisawa worked for 15 years at the Group’s Asian sites: Taiwan, Hong Kong, and China, where he was involved in the operation of the PCA and FC businesses. From April 2006, as General Manager of the Accounting Department, he introduced a new accounting system and exercised leadership in significant strengthening of the Group’s accounting system and realized greater accuracy of statutory financial closing and early disclosure of financial results. From April 2015, as General Manager of VCCS Division, he led initiatives to reform the Company’s culture and organizational climate, which were the root cause of a quality defect problem. From February 2020, as Managing Executive Officer in charge of overseeing the VCCS Business Division’s overseas factories, he worked to ensure stable supply during the COVID-19 pandemic and promoted structural reform of the Company’s sites in China. He made a significant contribution to the recovery of profitability in the VCCS business. Since April 2026, as President and Executive Officer, he has been steering the management toward the Group’s sustainable growth and further enhancement of corporate value by leveraging his knowledge about global business operations he has cultivated over the years, as well as his extensive experience in both management and in the field. | |
| 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 dramatic improvement of the technological competitiveness of the Company’s CTC Business Division, and has thereby contributed significantly to the rapid growth of said business. Since June 2022, he has been in charge of further strengthening its technological capabilities from a higher point of view, leading discussions of the Board concerning technological strategies of the Group. | |
| Makoto Tobari＊ | Outside Director (Advisor and Senior Consultant, JMA Consultants, Inc.) |
| 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＊ | Outside Director (Professor, Hitotsubashi University Institute of Innovation Research) |
| 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 a Professor at Hitotsubashi University. | |
| Emi Yoneda＊ | Outside Director (Representative of Yoneda Accounting Firm .etc) |
| 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. | |
| Heather Montgomery＊ | Outside Director (Professor, Department of Economics and Business, College of Liberal Arts, International Christian University) |
| Ms. Heather Montgomery has served as a visiting researcher at government and financial institutions in Japan and the United States. As a specialist in macroeconomics and international finance, she has demonstrated her expertise in a wide range of areas in the financial and fiscal communities in Japan and the United States. In 2007, she was appointed Associate Professor of the College of Liberal Arts at International Christian University. Currently, while teaching as Professor in the Department of Economics and Business at International Christian University, in addition to macroeconomics, she is also actively engaged in collaborative research on corporate behavior and governance of financial institutions. | |
- ※He concurrently serves as an Executive Officer.
- ＊Messrs. Makoto Tobari and Byung-Woo Kang, Ms. Emi Yoneda, and Ms. Heather Montgomery are Outside Directors as defined in Article 2, Item 15 of the Companies Act.
| Name | Official position |
|---|---|
| Reason for nomination | |
| Masaharu Sato | Audit & Supervisory Board Member |
| After joining an auditing firm, Mr. Masaharu Sato, as a certified public accountant, was involved in the accounting audits of many listed and unlisted companies and served as a manager leading an accounting audit team, and has advanced knowledge of finance and accounting. Since joining the Company, leveraging the advanced knowledge and extensive experience he accumulated as a certified public accountant in his previous job in the Accounting Department, he has made significant contributions to the entire Group, particularly in the area of taxation, including statutory financial reporting, tax effect accounting, transfer pricing compliance, and responses to national tax audits. | |
| Hisao Tsunoda＊ | 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. | |
| Sayaka Yamaguchi＊ | Outside Audit & Supervisory Board Member |
| Ms. Sayaka Yamaguchi has experience in auditing and internal control services at major audit firms for Japanese listed companies and foreign-affiliated companies in a wide range of industries and at varied scales. Even after leaving the audit firm and becoming independent, she has been engaged in financial and tax due diligence and accounting auditing, centering on accounting and tax advisory to dozens of companies, and has a high level of knowledge in finance and accounting. | |
| Takafumi Kiyonaga＊ | Outside Audit & Supervisory Board Member |
| Mr. Takafumi Kiyonaga, as an attorney, has extensive experience and a high level of expertise in broad fields, including corporate legal affairs, intellectual property, and M&A. In addition, he serves as an outside officer of several companies and is well-versed in corporate management. | |
＊Mr. Hisao Tsunoda, Ms. Sayaka Yamaguchi and Mr. Takafumi Kiyonaga are Outside Audit & Supervisory Board Members as defined in Article 2, Item 16 of the Companies Act.
| Name | Official position |
|---|---|
| Katsuhei Yanagisawa | President and Executive Officer |
| Naohito Odani | Managing Executive Officer |
| Tsuyoshi Sakata | Managing Executive Officer |
| Hiroshi Igahara | Managing Executive Officer |
| Takeshi Akao | Managing Executive Officer |
| Naoki Kawata | Executive Officer |
| Tatsuo Tsunoda | Executive Officer |
| Toshihisa Tagaya | Executive Officer |
| Syunichi Nagaoka | Executive Officer |
| Fumiaki Ishibashi | Executive Officer |
| Tomohisa Hoshino | Executive Officer |
| Kazuhiro Takahashi | Executive Officer |
| Hitoshi Ejiri | Executive Officer |
| Shu Goto | Executive Officer |
| Seiji Go | Executive Officer |
| Ryo Sugahara | Executive Officer |
| Haruhisa Uchida | Executive Officer |
| Seiichi Hiraoka | Executive Officer |
| Takahiro Sugita | Executive Officer |
The chart below shows our Corporate Governance and Internal Control Systems As of June 26, 2026.
The Board of Directors
The Board of Directors consists of a total of eight members: the Representative Director and Chairman of the Board, the Vice Chairman of the Board, four executive directors—namely the Representative Director, President and Executive Officer, and two Directors who concurrently serve as Managing Executive Officers—and four part-time Outside Directors.
Outside Directors receive reports on the status and results of business execution from the Representative Director and Chairman of the Board, the Vice Chairman of the Board, the Representative Director, President and Executive Officer, the Directors serving as Managing Executive Officers, and other Executive Officers in charge at regular and extraordinary meetings of the Board of Directors. They deliberate and make decisions on matters such as proposals, and also attend management performance review meetings and business unit meetings 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
- The three Outside Audit & Supervisory Board members provide advice and suggestions at meetings of the Board of Directors based on their professional viewpoints as attorneys and their extensive knowledge and experience in fields such as finance and accounting.
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 reviewed for 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 a General Shareholders' Meeting.
The amount of compensation for the Board members and Audit & Supervisory Board members for this fiscal year, FY2025, is as follows:
| Nine Board members | Total 277 million Japanese yen |
|---|---|
| Four Audit & Supervisory Board members | Total 41 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 paid 58 million yen for bonuses to the Directors for the fiscal year ended March 31, 2026 (except for Outside Directors and Audit & Supervisory Board members). - Payments of compensation for the allocation of restricted stock to Directors (excluding Outside Directors) were approved at the 88th Annual General Shareholders’ Meeting held on June 26, 2026. The total amount of monetary compensation claims to be granted as compensation related to restricted stock has been set at up to 100 million yen per year.
With respect to the retirement compensation system for Board members, it was abolished in June 2006 as it was not sufficiently linked to management performance.
Results
Please refer to the ESG Data Collection for the results of each initiative.
For governance-related KPIs, please refer to the Sustainability Management.
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, 2026.
Yokowo also received an audit report from the Accounting Auditors that the report on its internal control was appropriate.
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.