Basic Approach to Corporate Governance
In accordance with the KOKUSAI ELECTRIC Way corporate philosophy, we continuously work to enhance corporate governance to enable fast and decisive decision-making based on appropriate risk-taking, in order to strengthen the trust of stakeholders including shareholders, investors, business partners, and employees.
To strengthen the supervisory function of the Board of Directors and ensure flexible decision-making by executives, we have adopted an Audit and Supervisory Committee company system. Accordingly, half of the Directors are independent Outside Directors with extensive expert knowledge, and Executive Officers delegated by the Board of Directors execute business based on basic policies and other matters approved by the Board of Directors. In this way we keep supervisory and executive functions as separate as possible. Furthermore, to ensure the effectiveness of corporate governance and transparency of procedures, decisions on the appointment and dismissal of Directors and Executive Officers, successor plans, and remuneration require advance consultation with the Nomination and Remuneration Committee, which is made up mostly of independent Outside Directors. In addition, transactions with controlling shareholders and other parties require advance consultation with the Transactions with Controlling Shareholders Committee, which is made up only of independent Outside Directors.