Corporate Governance

Murata considers corporate governance to be one of the highest priorities in management, and we work constantly to establish and operate optimal management systems that will realize sound corporate growth and development while taking into consideration every stakeholder. 

Overview of Murata’s Corporate Governance System

Strengthening Supervisory and Executive Functions

Murata has long made efforts to strengthen its corporate governance. Our initiatives include efforts to strengthen executive and supervisory functions and increase the transparency of management by establishing a system of Vice Presidents (in 2000), appointing Outside Officers (we first appointed Outside Statutory Auditors in 1971 and Outside Directors in 2001), and establishing a Remuneration Advisory Committee (2004) and a Nomination Advisory Committee (2015). In June 2016, we became a Company with an Audit and Supervisory Committee structure.

Our Board of Directors is made up of 12 members (of whom four are Independent Outside Directors), and our Audit and Supervisory Committee is made up of four members (of whom three are Independent Outside Directors). Independent Outside Directors represent more than one-third of our Board of Directors.

Murata’s Board of Directors decides on our basic management direction and particularly important matters for execution. In addition to delegating decisions on important matters for execution to our Members of the Board of Directors, who are executive officers, in order to realize more rapid management judgments and more flexible execution, we are also working to strengthen monitoring functions. As indicated above, we have introduced a system of Vice Presidents, and our Vice Presidents are engaged in the day-to-day implementation of executive tasks.

We have also established a Management Executive Committee as a deliberative body made up of executive Members of the Board of Directors and Members of the Board of Directors who concurrently serve as Vice Presidents, in order to assist the Board of Directors and the Representative Director in making decisions, creating a system for deliberation on management issues specified by the company regulations.

In addition, we have established a Nomination Advisory Committee and a Remuneration Advisory Committee as advisory bodies for the Board of Directors in order to enhance independence, objectivity, and accountability in relation to the appointment and remuneration of Corporate Officers. The Board of Directors appoints the members of these committees from among the Directors, and they include multiple Independent Outside Directors.

The Audit and Supervisory Committee establishes auditing guidelines and auditing plans, and based on these, in addition to attending important meetings, audits the legitimacy and appropriateness of duties implemented by Directors by conducting surveys of the status of operations and corporate finances with the cooperation of departments involved in the company’s internal control system. The Audit and Supervisory Committee includes members who possess a considerable degree of knowledge in the areas of finance and accounting.

Maintaining Our Internal Control System

Key Functional Staff Departments (general administration, personnel, accounting, etc.) establish frameworks, procedures and criteria for judgment in relation to each of these functions to ensure that operations are conducted in a proper and efficient manner within the Group. In addition, as necessary, they offer appropriate guidance to subsidiaries. As an independent body, our internal audit department, the Office of Internal Audit, is engaged in monitoring and conducting evaluations to ensure that procedures within the Group are conducted in a proper and efficient manner in accordance with laws and regulations, company regulations, etc.
The Internal Control Committee evaluates the status of maintenance and operation of our system to ensure the appropriateness of company operations (the internal control system). In addition, in relation to the internal control report system stipulated by the Financial Instruments and Exchange Act, the committee maintains and evaluates the internal control system in cooperation with related departments, maintaining and continuously improving a Group system of internal control that ensures the reliability of financial reporting.

With regard to initiatives in the area of compliance, we have established a Compliance Promotion Committee that is responsible for providing supervision to ensure compliance with the relevant guidelines and to prevent the occurrence of issues such as ethical violations or violations of laws and regulations. In addition, in order to ensure that any compliance-related issues are handled appropriately, we have established liaison points for whistleblowers both inside and outside the company, and we have instituted measures to ensure that whistleblowers do not receive unfair treatment.

In the area of CSR initiatives, we have established a body to oversee the promotion of CSR-related activities, which promotes the further entrenchment of CSR within the company and offers unified responses outside the company.
In the future, we will continue to work to standardize our operations and render them open and transparent and to promote improvement and reform in order to ensure that our operations are implemented appropriately and efficiently. We will further increase the comprehensiveness of our monitoring functions, and boost the transparency and effectiveness of our corporate governance system.

Close Cooperation between the Audit and Supervisory Committee and the Office of Internal Audit

Our internal audit department (the Office of Internal Audit) is an independent body that evaluates risks in cooperation with Key Functional Staff Departments (general administration, personnel, accounting, etc.) and conducts audits of the effectiveness of the Murata Group’s internal control system.

The Audit and Supervisory Committee engages in regular and close cooperation with the Office of Internal Audit. In order to ensure the effectiveness of audits conducted by the Audit and Supervisory Committee, the committee informs the Office of Internal Audit of its auditing guidelines and its audit plans; the Audit and Supervisory Committee receives reports from the Office of Internal Audit regarding internal audit plans, status of implementation, and other items related to internal audits; and both organizations discuss the validity of their audits.

Corporate Governance: Organizational Diagram

Employee Perspective

Komoro Murata Manufacturing Company, Ltd. Accounting and Controller sec. From the left in the picture Sadao Magario, Katsuyuki Baba, Minoru Kojima, Yutaka Kiuchi, Rie Oyamada

Komoro Murata Manufacturing Company, Ltd.
Accounting and Controller sec.

From the left in the picture
Sadao Magario
Katsuyuki Baba
Minoru Kojima
Yutaka Kiuchi
Rie Oyamada

Working to Establish Internal Controls 

In March 2012, Komoro Murata Manufacturing became a member of the Murata Group, and, by carrying out Q&A in fiscal 2012 and testing in fiscal 2013 and fiscal 2014, the company has worked to put in place its internal controls. In self-assessments, by having the company refer to the assessments of other companies, it put in order the implementation status of its business operations. Furthermore, in that process, the self-assessments were a good opportunity for all the related departments to check and understand the in-house regulations and operational rules.

At the beginning, some of the intention of the contents concerning control was not understood, and the participants had to work hard to inquire to the internal audit department. However, by gaining an understanding of the purpose and the meaning of those contents, they were able to become even more aware of the control of risk in daily operations.

Although development of internal controls and measures for operation audits had been carried out in the former company, in the case of Murata, the weight given to guidance and recommendation for operational improvement is higher, and the participants sensed a major difference.

In the future, the number of companies that become members of the Murata Group will likely increase, and in order for Komoro Murata Manufacturing not to give up its leading position, we would like the entire staff to think about the purpose of the company’s operations and to improve them on a daily basis.