Nitto Group Report 2018

14/44

Nitto Group Report 201813Top MessageReinforcement of Corporate GovernanceEven before Japan’s Corporate Governance Code came into being in 2015, the Nitto Group had long been keen on “visualizing management.” By taking the three approaches of being “easy to understand,” taking an “outside perspective,” and being “on the same page as shareholders,” we have introduced a variety of measures in this regard.To make the Nitto Group’s thoughts and actions “easy to understand” for our stakeholders, in 2006 we published the “Nitto Group Business Conduct Guidelines,” which have been translated into 16 different languages for Group employees to share. In 2014, we renewed our Corporate Philosophy and have since had all employees of the Nitto Group comprehend it and act accordingly. Then, in accordance with the Corporate Governance Code of Japan, we established our own Corporate Governance Guidelines in 2015, thereby setting forth a series of measures that require continued efforts and an attitude of external disclosure. All of these documents are made public on Nitto’s website.To take an “outside perspective” toward management, in 2003 we set up the Management Advisory Committee (now the Management and Remuneration Advisory Committee), which comprises members from outside of the company. In 2007, we introduced the outside director system, and then increased the number of outside directors to three in 2015. Now, not less than one-third of all directors are outside directors.Finally, to be “on the same page as shareholders,” we introduced the equity-based compensation stock option for Nitto’s ofcers in 2004. As recently as this year, we also introduced a new remuneration scheme that we hope will be easy to understand and relate to for our shareholders.Going forward, we will continue our corporate governance reforms with the above three perspectives in mind.2006Nitto Group Business Conduct GuidelinesAvailable in 16 languagesEasy to understandOutsideperspectiveOn the samepage asshareholders2003Establishment of the Management Advisory Committee (now the Management and Remuneration Advisory Committee)2003201420152006(88th anniversary)2018 (100th anniversary)2004Introduction of the equity-based compensation stock optionDiscontinuation of retirement benets for ofcers2018Introduction of the new remuneration scheme2015Increase in the number of outside directors to threeNot less than 1/3 of all board members are outside directors.2007Introduction of the outside director system (2)2014Renewal of the Corporate PhilosophyMission & The Nitto Way2015Disclosure of the Corporate Governance GuidelinesAmid major transformations in society and the industry, we at the Nitto Group will embark upon the Nitto-New Century to create new businesses and achieve sustained growth in a way that responds to anticipated changes in our business environment. We ask our stakeholders for their continued support and guidance in these endeavors.Internalcontrol & auditdepartmentAccountingAuditorMonitoringGeneral Meeting of ShareholdersManagement andRemunerationAdvisory CommitteeBusiness divisions and corporate sectorsGroup companiesInformation Security CommitteeCorporate StrategyCommittee MeetingBoard of DirectorsRepresentative DirectorsVice PresidentsCSRdepartmentCooperationMonitoringAudit &SupervisoryBoardElections/dismissalsElections/dismissalsElections/dismissalsIndependent DirectorsIndependentAuditorsEnvironment & Safety CommitteeInternal Control CommitteeCSR CommitteeTimely Disclosure CommitteeLegal andEthical Compliance CommitteeCrisis andRisk Management CommitteeStrategy meetings of- business divisions- corporate sectorsMonitoringMonitoringGroupcompanies’auditorsMonitoringCooperationCooperationCooperationCooperationCooperation• Corporate Governance System