Corporate Governance

Approach and Governance System

To drive sustainable growth and enhance corporate value over the medium and long terms, the GS Yuasa Group is committed to establishing an organization and systems that enable fast, efficient responses to a changing business environment. At the same time, our basic policy on corporate governance is to make every effort to thoroughly implement and strengthen compliance and enhance the soundness and transparency of management.

A new governance structure began in fiscal 2017 based on this philosophy. GS Yuasa Corporation, the holding company, is responsible for formulating management strategies for all of the Group's businesses, as well as management for the entire Group and oversight of the Group's business execution. GS Yuasa International Ltd., the Group's core operating company, is the key decision-making body for business execution, consolidating and strengthening business execution and making swift business-related decisions.

The Board of Directors makes fast and effective decisions related to the Group's management by prioritizing strategic decision making and supervisory functions for management policy. In addition, monitoring has been reinforced by appointing multiple independent outside directors.

Governance Structure (FY 2019)

Governance Structure

Evaluating the Effectiveness of the Board of Directors

The effectiveness of the Board of Directors has been evaluated once a year since fiscal 2016. All directors and corporate auditors fill out a questionnaire on the structure, management, agenda and duties of the board. As a result of analysis and evaluation of the content, it has been deemed that the Board of Directors is operating effectively. Countermeasures identified for improvement in fiscal 2017 were evaluated in fiscal 2018 and found to have been largely achieved. However, as some suggested further improvement was needed vis-a-vis the frequency and content of follow-up reports pertaining to important agenda items, re-evaluation of these areas was discussed. Going forward, we will continue to assess the effectiveness of the Board of Directors and strive to make further improvements.

Establishment of Nomination and Compensation Committee

On February 26, 2019, the Board of Directors voted to establish a discretionary Nomination and Compensation Committee, chaired by an independent outside director, and serving as an advisory body to the Board of Directors. The goal of the committee will be to strengthen the independence, objectivity and accountability of Board of Director functions such as director nominations and compensation.

Nomination committee functions include consulting on proposals for nominating new directors and for selecting a new corporate president and plans for successors (including human resource development), in addition to reporting findings to the Board of Directors. Meanwhile, the compensation committee will consult on policy determinations for director compensation as well as for individual director remuneration, and reporting findings to the Board of Directors.

Nomination and Compensation Committee structure

ClassificationPosition titleNames
ChairpersonOutside DirectorIkuo Otani
Committee memberPresidentOsamu Murao
Executive Vice PresidentKei Nishida
Outside DirectorTakayoshi Matsunaga

Reasons for Appointing Internal Directors

To provide control over the Group as the holding company, GS Yuasa Corporation applies a balanced approach to appointing directors who possess knowledge and experience covering the business and functions of the entire Group and the necessary aptitude and competence to ensure speedy decision making.

At present there are no female directors, but GS Yuasa positively recruits female graduates and promotes measures to encourage women to be active at work, including next-generation training, and the ratio of women in managerial positions is gradually increasing.

Policy on the Independence of Outside Directors

Candidates selected as outside directors must meet the requirements for independence set out in the Companies Act and possess the experience and insight to objectively and fairly judge the legality and appropriateness of the execution of the company's duties from the shareholders' perspective without being limited by being in charge of business implementation. Also, we believe in the importance of employing people who are outwardly independent and use the Tokyo Stock Exchange's independence standards as their reference.

Record of Attendance by Outside Directors at Board of Directors and Auditor Meetings

The record of attendance by outside directors at meetings of the Board of Directors and auditors in fiscal 2018 is shown below.

Record of Attendance by Outside Directors at Board of Director and Auditor Meetings

NamesBoard of DirectorsAuditor Meeting
Number of attendances
/ Number of meetings
Number of attendances
/ Number of meetings
Ikuo Otani,
Outside Director
18 / 18-
Takayoshi Matsunaga,
Outside Director
13 / 13-
Shinji Ochiai,
Outside Corporate Auditor
(Full-time)
18 / 1813 / 13
Katsuya Ohara,
Outside Corporate Auditor
(Full-time)
18 / 1813 / 13
Tsukasa Fujii,
Outside Corporate Auditor
(Part-time)
13 / 1313 / 13

Remuneration of Directors

Remuneration paid to our directors and auditors in fiscal 2018 is shown below.

Total Amount of Remuneration, Etc. by Category and by Type, and Number of Applicable Persons

CategoryTotal amount of remuneration, etc.
(Millions of yen)
Number of applicable persons
Directors
(excluding outside directors)
1026
Auditors
(excluding outside corporate auditors)
121
Outside directors/auditors546

Internal Control System

To strengthen the management foundation, the GS Yuasa Group has improved the system and relevant rules to ensure the maintenance of ethical business practices based on the Companies Act. This system includes mechanisms to ensure effective auditing, information management, and risk management throughout the Group.

To comply with the internal control reporting system required under the Financial Instruments and Exchange Act, we are maintaining an internal control system and financial reporting mechanisms to meet all requirements.

Our international subsidiaries and other consolidated Group companies evaluate the status of the improvement and implementation of internal controls. Following external audits, reports on these internal controls are publicly disclosed.

Executives

President
Osamu Murao
Executive Vice President
Kei Nishida
Senior Managing Director
Toshiyuki Nakagawa
Managing Director
Masahide Kuragaki
Director
Akio Furukawa
Outside Director
Ikuo Otani
Outside Director
Takayoshi Matsunaga
Outside Corporate Auditor (Full-time)
Katsuya Ohara
Corporate Auditor (Full-time)
Hideaki Yamada
Corporate Auditor (Full-time)
Masayuki Murakami
Outside Corporate Auditor (Part-time)
Tsukasa Fujii
President
Osamu Murao
Executive Vice President
Kei Nishida
Senior Managing Director
Toshiyuki Nakagawa
Managing Director
Masahide Kuragaki
Managing Director
Masaru Sawada
Director
Ryoichi Okuyama
Director
Hiroaki Yoshida
Director
Yoshiaki Yamaguchi
Director
Akio Furukawa
Director
Masaya Nakagawa
Outside Corporate Auditor (Full-time)
Katsuya Ohara
Corporate Auditor (Full-time)
Hideaki Yamada
Corporate Auditor (Full-time)
Masayuki Murakami
Outside Corporate Auditor (Part-time)
Yasuo Kuwana

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