The automotive industry is said to be facing a once-in-a-century paradigm shift. We recognize the establishment of corporate governance as a priority initiative for meeting the needs of the times and achieving sustainable long-term increases in corporate performance in a fast-changing global market. In June 2015, DENSO formulated the Basic Policies on Corporate Governance, aiming for high levels of management soundness, efficiency, and transparency.
Efforts to Improve Corporate Governance
In fiscal 2020, DENSO changed its corporate officer system with the aim of further accelerating its management. We changed the composition of our management team to now include the chairman, the president & CEO, executive vice presidents, members of the Board, senior executive directors, and Audit & Supervisory Board members, while giving it the role of conducting strategic discussions from a Companywide perspective. In addition to the existing Management Meeting, we established a Management Strategy Meeting as a body to facilitate such discussions, and we strived to increase opportunities for it to proactively conduct Companywide strategic discussions. Moreover, we renamed the title of “executive director” to “executive officer,” allowing our management team to be involved in business execution from an even closer position to our front-line operations. By doing so, we will increase the speed of our management’s decision-making. Also, with a view to enhancing the effectiveness of the Board of Directors, we position our approach to diversity as an urgent task. We have therefore appointed new management team members with a greater awareness of diversity in regard to gender and nationality and have welcomed five new members, two of whom are women.
Corporate Governance System and Principal Organizations
DENSO CORPORATION has adopted a corporate auditor system under which it has established the General Meeting of Shareholders, Board of Directors, Audit & Supervisory Board, and Accounting Auditors as statutory bodies. Through a corporate officer system that separates and clarifies the roles between members of the Board, who are responsible for management (decision-making and supervision), and executive vice presidents and senior executive officers, who are responsible for the execution of business operations, DENSO CORPORATION is streamlining the number of members of the Board and is realizing swift decision-making and business operations. Under this system, depending on the circumstances, members of the Board serve concurrently as executive vice presidents and senior executive officers to ensure that the Board maintains an overall balance of knowledge, experience, and ability. DENSO CORPORATION sets the term of office for members of the Board at one year, with the aim of building a flexible management structure that responds to changes in the management environment and further clarifying management responsibility during the business year.
Corporate Governance System
Board of Directors
The Board of Directors resolves matters stipulated by laws and regulations, as well as matters of importance to the Company’s decision-making. Where possible, the Board delegates authority to those in charge of business execution. This approach simultaneously accelerates execution and enables the Board to spend more time deliberating management policies and strategies. The Board of Directors meets once a month, in principle, and is composed of 12 members: eight directors (including three outside directors), two inside Audit & Supervisory Board members, and two outside Audit & Supervisory Board members. To ensure the independence of its outside directors and outside Audit & Supervisory Board members, DENSO has selected five independent officers (three outside directors and two outside Audit & Supervisory Board members) who must satisfy the independence criteria stipulated in the Financial Instruments and Exchange Act. For resolutions to be passed, they must be approved by a majority of the members present at a Board of Directors’ meeting, and the meeting itself must be attended by a majority of the directors. To alleviate the disparity in access to information between inside and outside officers, as well as to maximize the performance of outside officers, the Company endeavors to provide explanations of agenda items to outside directors and outside Audit & Supervisory Board members prior to Board of Directors’ meetings, in an effort to ensure smooth operation of Board of Directors’ meetings.
|Number of times convened||15|
|Attendance rate||Members of the Board: 96%Auditors: 97%|
Management Strategy Meeting and Management Deliberation Meeting
The Management Deliberation Meeting holds discussions on important matters pertaining to management overall (Companywide business plans, investment projects, important transaction projects, other important management-related matters), starting with the agenda items at meetings of the Board of Directors. In addition, the Management Strategy Meeting holds strategic discussions with a business, functional, and regional focus, particularly from a medium- to long-term perspective. Meetings of both bodies are attended by not only the president and executive vice presidents but also by the heads of each business group and functional department and the inside Audit & Supervisory Board members. In this way, the meetings provide a structure for engaging in multifaceted discussions. Both meetings, in principle, meet every Monday. In fiscal 2019, the meetings met a total of 31 times.
The Management Meeting shares information related to business execution with officers throughout the Company, including matters for resolution by the Board of Directors and matters for deliberation by the Management Deliberation Meeting. The Management Meeting strives to communicate and report information on projects that require swift action. In principle, the Management Meeting meets once a month, and the meetings also involve the active participation of officers stationed overseas.
Management Oversight Function
Two inside Audit & Supervisory Board members and two outside Audit & Supervisory Board members with dedicated staff are responsible for monitoring the execution of duties by directors as well as the business operations and financial conditions of DENSO CORPORATION and its domestic and overseas subsidiaries. In accordance with in-house regulations, the Internal Audit Department conducts internal audits on the legality, validity, and efficiency of the Company’s operations. Based on the issues pointed out in these audits, each department of the Company is working to establish and subsequently enhance operational control and management systems. Audit & Supervisory Board members attend important meetings including meetings of the Board of Directors and audit directors’ execution of their business duties through the exchange of information with the Internal Audit Department and internal control-related departments, as well as the Accounting Auditors, thereby fulfilling their management oversight function.
Development and Reinforcement of Internal Controls
With the aim of ensuring fair and efficient business operations, we formulated the DENSO Basic Policies for Internal Control. We have stipulated basic policies for control as well as various rules and systems in areas that form the basis of our management, such as the code of conduct, management systems, risk management, and compliance. We make revisions and changes when necessary after undertaking regularly scheduled annual verifications of the status of implementation.
To bolster the Board of Directors’ effectiveness, each year we interview participants, look back on results, and consider plans for improvement. We also survey each committee and deliberating body , including the Management Deliberation Meeting and the Management Meeting, asking participants to reflect back on the past year. These surveys provide feedback to the secretariat, which we incorporate into our improvements. Through the accumulation of such improvements, DENSO will continue working to enhance its corporate governance.