1999 |
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2003 |
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2006 | Enforcement of Companies Act |
2010 |
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2012 |
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2014 | Development of Stewardship Code |
2015 | Application Start of Corporate Governance Code |
2016 |
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2019 |
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2022 | Reception of Grand Prize Company at JACD Corporate Governance of the Year® 2022 |
2023 |
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We are implementing all the principles of the Corporate Governance Code. Please refer to the Corporate Governance Report for details.
Hitachi Directors need to have a wide range of experience and knowledge in global and diverse fields to be worthy of leading Hitachi's management to expand the Social Innovation Business globally, and have the qualities of broad experience and expertise in management.
The experience, knowledge, capabilities and other qualities required for Hitachi directors are as follows.
In accordance with the provisions of the company law, the Company shall determine the candidates Director Nominating Committee. The size, structure, aptitude, and independence of the independent Director of the Board of Directors, which should be considered in determining the Director candidate, are stipulated in article 2 and 5 of the company's Corporate governance guidelines:
In nominating a director candidate, the Nominating Committee shall consider that:
The Nominating Committee considers an outside director to be independent unless:
At Board of Directors, discussions are conducted from a variety of perspectives by directors possessing a wealth of experience and knowledge pertaining to management, legal affairs, accounting, capital markets, government agencies and digital initiatives at global corporations.
Name | Main industrial fields | Notes | Positions at Hitachi and responsibilities |
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Katsumi Ihara | Electric and precision instruments, finance | Engaged in Sony Group management, possessing a wealth of experience and insight in the field of international corporate management. | Independent director Nominating Committee chairman Audit Committee member Compensation Committee member |
Ravi Venkatesan | IT and services | Possesses a wealth of experience and insight in international corporate management at Microsoft India and other companies,and in particular, the digital field and business in emerging markets. | Independent director |
Ikuro Sugawara | General industry | Held a leading position in the Ministry of Economy, Trade and Industry, and possesses a wealth of experience and insight in the administrative field. | Independent director Audit Committee member |
Isabelle Deschamps | Food, energy and resources, daily necessities and consumer goods | Attorney licensed in Quebec in Canada and the UK possessing a wealth of insight into corporate legal affairs and corporate governance cultivated through experience as a Legal Officer at Nestle, Unilever, Rio Tinto and other large global corporations. | Independent director |
Joe Harlan | Electricity and gas, energy and resources, materials and chemicals | Possesses a wealth of experience and insight in international corporate management, including at the Dow Chemical Company. | Independent director Compensation Committee member |
Louise Penstrand | IT and services, finance and retail | Attorney licensed in New York and the UK possessing a wealth of insight into corporate legal affairs and corporate governance cultivated through experience as a Legal Officer at PayPal Holdings and other large global corporations. | Independent director |
Takatoshi Yamamoto | Finance | Possesses extensive insight into business and management in the fields of corporate analysis and international corporate management. | Independent director Compensation Committee chairman |
Hiroaki Yoshihara | Finance, general industry | Possesses a high degree of professional knowledge and a wealth of experience in the fields of international corporate management, finance and accounting. | Independent director Nominating Committee member Audit Committee chairman |
Helmut Ludwig | Machinery, manufacturing | Mainly engaged in Siemens Group management, possessing a wealth of experience and insight in international corporate management and the digital field in particular. | Independent director Audit Committee member |
Keiji kojima | IT and services | Engaged in R&D at Hitachi and its group companies, most recently in the Smart Life sector, possessing a wealth of experience and achievements, particularly in digital businesses related to Lumada global deployment. | Director, Representative Executive Officer, President & CEO Compensation Committee member |
Mitsuaki Nishiyama | Materials and chemicals | Engaged in operations in accounting and financial affairs and management at Hitachi and Group company etc., possessing a wealth of experience and achievements. | Director Audit Committee member |
Toshiaki Higashihara | Transportation and logistics, IT and services, energy and resources | Engaged in managing a wide range of fields at Hitachi and its group companies, including the social infrastructure and electric power system businesses, possessing a wealth of experience and achievements that include promoting the global expansion of Hitachi Group business. | Director, Executive Chairman, Representative Executive Officer Nominating Committee member |
The Company evaluates the effectiveness of its Board of Directors as a whole each year, in a continuous effort to maintain and improve its functions.
Points of evaluation | |
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1. Questionnaire-based self-assessment by each director (February 2024) |
All Directors carried out a self-assessment of the Board for the following points through distributed questionnaires.
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2. Discussions among independent directors (March 2024) |
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3. Discussions at the Board meeting (May 2024) |
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Overall evaluation | |
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Overall evaluation in FY2023 |
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Future Initiatives | |
Enhancement of corporate governance and further improvement of the effectiveness of the Board |
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Enhancement of the Board support system and improvement of practical issues in operations |
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