Nissha, since its foundation, has been executing strategies that promptly address external challenges, under committed leadership. The Company believes that strengthening corporate governance along with such leadership will promote agile and decisive decision making, as well as ensuring management transparency and fairness.
Based on this recognition, the Company places corporate governance as one of the key management issues, strives to maintain and improve it, and seek out sustainable corporate growth and an increase in corporate value over the medium- to long-term. In an effort to clarify the Nissha Group’s basic approach to and policy for implementing corporate governance, in October 2015 we established a Corporate Governance Policy.

Our Board of Directors are appointed taking into account diversity and balance between the experience, knowledge, and skills of the individual to ensure that the Board fulfills its role of making important management decisions and overseeing the execution of duties by Directors of the Board and Corporate Officers.

We require all Directors to share certain values, experiences, and skills to make important management decisions, exercise high levels of effectiveness in supervising the execution of the Company’s business, and contribute to the enhancement of our corporate value. Moreover, we consider the optimal and balanced distribution of skills (experience and knowledge) among the Board of Directors in those fields that are necessary based on our management strategy to be key for the Board. In addition, those fields will change as the business environment changes.

The Nissha Group has set out Sustainability Vision (Long-term Vision). In line with this, we have formulated the strategies to reach our medium-term vision by backcasting from there to create a three-year Medium-term Business Plan. To achieve these plans, the Company considers the skills (experience and knowledge) in the fields indicated below of particular importance for the Board of Directors.

The following skills matrix illustrates our approach to the values, experience, and skills required of all Directors, as well as the distribution of skills (experience and knowledge) necessary for the Board of Directors as a whole.

*Term and age are at the conclusion of the ordinary general meeting of shareholders in March 22, 2024
*The above fields are those where Directors can particularly exercise their specialties based on the experiences, etc., of each member of the Board. It does not show all the experiences, knowledge, or skills possessed by each Director.

Our Board of Directors convenes for regular meetings once a month and for extraordinary meetings as needed. The meetings are chaired by the President.

The Board of Directors is responsible for formulating strategies and supervising. Along with making decisions in accordance with the Board of Directors Regulations regarding matters requiring a decision by the Board of Directors in accordance with the provisions of laws, regulations, and articles of incorporation, and on key matters for business management, it also supervises the work of Directors and Corporate Officers.

Our Board of Directors meetings involve brisk, substantive discussions. Independent Outside Directors of the Board draw on deep insight into their respective fields of specialty to provide accurate advice and opinions, contributing to the enhancement of both management transparency and the Board’s oversight functions.

Our Board of Directors has been working on continuous improvements to enhance the effectiveness of corporate governance by conducting an annual analysis and evaluation of the composition, role, and operation of the Board of Directors in the previous year.

We establish a Nomination and Compensation Committee as an advisory panel for the Board of Directors in order to ensure the objectiveness and fairness of the appointment/dismissal of Directors of the Board and the appointment of Audit & Supervisory Board Members, as well as the compensation of the Directors of the Board.
The chair and the majority of the members are selected from Independent Outside Directors of the Board.