Selecting “Company with an Audit and Supervisory Committee Structure” as Our Form of Governance
Murata Manufacturing has selected “Company with an Audit and Supervisory Committee Structure” as its form of corporate governance. In 2016, we made the transition to this status from being a “Company with a Board of Company Auditors.”
In a Company with an Audit and Supervisory Committee structure, the Board of Directors is able to delegate decisions regarding important matters for execution to the company’s Executive Directors. By delegating decisions on individual matters for execution, we are able to realize more rapid management decisions and more flexible execution. At the same time, because the Board of Directors is able to adopt a greater focus on discussion and monitoring in relation to management policy and business strategy, we believe that this organizational form also enhances the functions of our Board.
In addition, Murata’s Directors who serve as Auditors have voting rights on the Board of Directors, and, as members of our Audit and Supervisory Committee, have the right to offer opinions regarding executive appointments and remuneration at General Shareholders’ Meetings. Given this, we believe that we have every expectation of realizing strong oversight functions, including in relation to our Executive Directors.
●Board of Directors
Murata’s Board of Directors decides on our basic direction and particularly important matters for execution, and oversees the execution of duties by corporate Officers. With our transition to an Audit and Supervisory Committee structure, our Board of Directors is now centrally focused on a monitoring function.
At present, we have 12 Directors, of whom five are Independent Outside Directors. Independent Outside Directors therefore represent more than one-third of our total number of Directors.
In fiscal 2017, we convened our Board of Directors 10 times.
●Audit and Supervisory Committee
The Audit and Supervisory Committee audits our executives’ performance of their duties. Members also have the right to offer opinions regarding the appointment and remuneration of Directors at General Shareholders’ Meetings.
At present, our Audit and Supervisory Committee is made up of four members, of whom three are Independent Outside Directors. Three of the members of the Committee possess extensive knowledge in the areas of finance and accounting. We have one full-time Audit and Supervisory Committee member, who shares information regarding the company’s business and financial status with the non-full-time members.
In fiscal 2017, we convened our Audit and Supervisory Committee 11 times.
●Nomination Advisory Committee and Remuneration Advisory Committee
We have established advisory bodies for our Board of Directors in order to enhance the independence, objectivity, and accountability of the Board’s functions in relation to the appointment and remuneration of Corporate Officers. Both of these advisory committees are made up of two Independent Outside Directors and two Internal Directors.
In fiscal 2017, we convened the Nomination Advisory Committee three times and the Remuneration Advisory Committee twice.
●Management Executive Committee
The Management Executive Committee has been established as a deliberative body to assist decision making by the Board of Directors and the Representative Directors. It is made up of titled executives and Vice President/Directors, and is establishing a systemic framework for deliberation regarding management matters stipulated in the company’s internal regulations.
●Internal Control Management Committee
The Internal Control Management Committee has been established to maintain and continuously improve the systems that ensure Murata’s business procedures are conducted appropriately. It evaluates the status of establishment and operation of Murata’s internal control systems.
●CSR Management Committee
The CSR Management Committee has been established to promote CSR management at Murata continuously and systematically, and works to ensure the entrenchment of CSR within the company and the implementation of unified CSR responses outside the company.
Murata’s CSR Initiatives
To enable us to make management decisions more rapidly and execute them more flexibly, we have established a system under which Executive Officers are granted responsibility and authority to execute management tasks.