Updated August 2025
The Company’s Board of Directors functions as a decision-making body and a supervisory body for the execution of operations in order to achieve the sustainable enhancement of corporate value. The Board of Directors conducts its activities based on the following operational policies to ensure the transparency and soundness of management.
The Board of Directors has the following roles and responsibilities in accordance with the Companies Act and internal regulations.
| Scope | Unit | 2022年度 | 2023年度 | 2024年度 | |||
|---|---|---|---|---|---|---|---|
| Number of Board of Directors meetings | Non-Consolidated | Times | 15 | 14 | 15 | ||
| Number of audit committee meetings | Non-Consolidated | Times | 14 | 14 | 13 | ||
| Number of The Sustainability Committee held | Non-Consolidated | Times | ー（※1） | 4 | 5 | ||
| Status of meetings of the Nomination and Remuneration Advisory Committee and individual attendance rates of Directors | Number of times held | Non-Consolidated | Times | 4 | 4 | 6 | |
| Attendance rate of committee members | Non-Consolidated | % | 100% | 100% | 100% | ||
| Attendance rate of individual Directors | YAMAMOTO Manabu | Non-Consolidated | % | 100% | 100% | 100% | |
| Toshio Imai | Non-Consolidated | % | 100% | 100% | 100% | ||
| Ryosuke Fukuda (※2) | Non-Consolidated | % | 100% | 100% | 100% | ||
| Rumiko Nakata (※2) | Non-Consolidated | % | ー | ー | 100% | ||
| Toshio Kinoshita | Non-Consolidated | % | 100% | 100% | 100% | ||
| Akiyoshi Yamamoto | Non-Consolidated | % | 100% | 100% | 100% | ||
| Miyuki Matoba | Non-Consolidated | % | 100% | 100% | 100% | ||
The Company is making ongoing efforts to optimize corporate governance. Each year, the Directors evaluate the operation of the Board of Directors and their own contributions to enhance the effectiveness of governance, identify issues, and make improvements. The results of these evaluations are disclosed in summary form, and after confirming the status of improvements to issues recognized in the previous fiscal year, new issues are identified, and ongoing governance reforms are promoted based on the PDCA cycle.
Past Efforts for Evaluating Implementation Status (Please refer to the latest DENKA Report)
When appointing directors, the Company selects candidates based on the selection criteria for internal and external directors, respectively, under the principle that it is important to appoint a diverse group of individuals with a variety of knowledge, experience, and capabilities. Furthermore, in order for the directors that make up the Board of Directors to be able to focus on monitoring and supervising the execution of duties by the Company, the Company has, in principle, abolished the position of director (Executive Director, Managing Director, etc.). In addition, in order for checks on directors (excluding audit committee members) to be conducted in a flexible manner at the General Meeting of Shareholders, the Company has set the term of office for directors at one year.
| Skills | Reason for selecting skills | |
|---|---|---|
| Corporate Management / Corporate Planning | To achieve the Denka Vision, Directors with abundant management experience and track records are required to formulate and review management plans and supervise the execution of operations aimed at achieving those plans. | |
| Human Resources Value Creation | In order to achieve HR investment and system reform, a director with abundant knowledge and experience in HR value creation is necessary to realize a company that allows each employee to feel self-fulfillment and growth. | |
| Global business | In order to become specialists who make the world a better place with the power of chemistry, as stated in our purpose in our vision, we need directors who have extensive global business experience. | |
| Financial strategy / Accounting | Companies must have directors with solid knowledge and experience in financial strategy and accounting in order to improve profitability and efficiency by pursuing optimal capital structure and advancing selection and concentration of businesses in addition to disclosing accurate financial information. | |
| Legal and Compliance | In order to appropriately respond to increasingly complex laws and regulations in Japan and overseas and conduct fair and trustworthy corporate activities, it is necessary to have directors with solid knowledge and experience in the legal and compliance fields. | |
| ESG and Sustainability | E (Environment) | In order to fulfill our corporate social responsibilities, it is essential to address the three issues of "achievement of carbon neutrality," "sustainable cities and fulfilling daily lives," and "environmental conservation and minimization of environmental footprint," which are prerequisites for continuing our business. To this end, we need directors who possess extensive knowledge and experience in E (environment). |
| S (Social) | In order to fulfill our corporate social responsibility through the respect of human rights and participation in the formation of better local communities, in addition to providing safe and high-quality products, we need directors with solid knowledge and experience in S (Social) matters. | |
| G (Governance) | In order to fulfill our social responsibilities as a corporate citizen, it is essential to establish a more advanced and effective corporate governance system based on transparency and fairness under high ethical standards. To this end, it is necessary to have directors with a solid knowledge and experience of governance. | |
| Business Value Creation and Marketing | In the three focus areas of ICT & Energy, Healthcare, and Sustainable Living, we aim to transform our business portfolio by achieving our target of 100% three-star businesses, which meet the three criteria of specialty, megatrends, and sustainability. To facilitate this transformation, we need directors with deep market insights and extensive business experience based on a broad perspective. | |
| R&D / Intellectual Property | In the three focus areas of ICT & Energy, Healthcare, and Sustainable Living, to create business value, in addition to a track record of promoting innovation, we need directors who have a deep knowledge of science and technology and are familiar with our technologies and intellectual property. | |
| Technology / Manufacturing | To facilitate the improvement of productivity through process innovation in the creation of management value and the establishment of a workplace environment that is safe and trusted products, it is essential to have directors who are well-versed in technology and possess extensive experience and sound knowledge in manufacturing sites. | |
| DX | In order to promote business model and organizational reforms through process innovation, it is necessary to have Directors who possess deep knowledge and extensive experience regarding digital technologies and data utilization, as well as the ability to understand and analyze our business and operations and bring about reform. | |
| Attribute | Skills | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Independent Outside |
Number of Years in Office |
Gender | Corporate Management / Corporate Planning | Human Resources Value Creation |
Global business | Financial strategy / Accounting | Legal / Compliance |
ESG / sustainability |
Business Value Creation and Marketing | R&D / Intellectual Property | Technology / Manufacturing | DX | |||||
| E (Environment) |
S (Social) |
G (Governance) |
|||||||||||||||
| Chairman of the Board | Toshio Imai | 6 | M | 〇 | 〇 | 〇 | 〇 | 〇 | 〇 | ||||||||
| President and Representative Director | Ishida Ikuo | President, Executive Officer | 2 | M | 〇 | 〇 | 〇 | 〇 | 〇 | 〇 | |||||||
| Directors | RIMIRU HAYASHIDA | Executive Officer | ー | M | 〇 | 〇 | 〇 | ||||||||||
| Directors | Masanobu Kousaka | Executive Officer | ー | M | 〇 | 〇 | 〇 | 〇 | 〇 | 〇 | |||||||
| Directors | RUMIKO NAKADA | 〇 | 1 | F | 〇 | 〇 | |||||||||||
| Directors | Michael Uchida | Full-time audit committee member | 2 | M | 〇 | 〇 | 〇 | 〇 | 〇 | ||||||||
| Directors | Toshio Kinoshita | audit committee member | 〇 | 10 | M | 〇 | 〇 | 〇 | |||||||||
| Directors | Akiyoshi Yamamoto | audit committee member | 〇 | 10 | M | 〇 | 〇 | 〇 | 〇 | ||||||||
| Directors | Miyuki Matoba | audit committee member | 〇 | 4 | F | 〇 | 〇 | 〇 | 〇 | ||||||||
| Yukio Sasakawa | Executive Officer | M | 〇 | 〇 | 〇 | 〇 | 〇 | ||||||||||
| Hara Takashi | Executive Officer | M | 〇 | 〇 | 〇 | 〇 | 〇 | 〇 |
| Scope Notes | Scope | Unit | 2022年度 | 2023年度 | 2024年 | ||
|---|---|---|---|---|---|---|---|
| Number of Directors (Consolidated) |
Total | Including outside directors | Consolidated | People | 87 | 76 | 79 |
| of which are male employees | Consolidated | People | 86 | 75 | 77 | ||
| of which are female employees | Consolidated | People | 1 | 1 | 2 | ||
| Percentage of female employees | Consolidated | % | 1% | 1% | 3% | ||
| Number of Directors (Company) |
Total | Including outside directors | Non-Consolidated | People | 9 | 9 | 9 |
| of which are male employees | Non-Consolidated | People | 8 | 8 | 7 | ||
| of which are female employees | Non-Consolidated | People | 1 | 1 | 2 | ||
| Percentage of female employees | Non-Consolidated | % | 11% | 11% | 22% | ||
| Percentage of outside directors | Number of directors÷Number of outside directors | Non-Consolidated | % | 44% | 44% | 44% | |
| Number of audit committee members | Total | Including outside directors | Non-Consolidated | People | 4 | 4 | 4 |
| of which are male employees | Non-Consolidated | People | 3 | 3 | 3 | ||
| of which are female employees | Non-Consolidated | People | 1 | 1 | 1 | ||
| Percentage of female employees | Non-Consolidated | % | 25% | 25% | 25% | ||
| Number of outside directors | Total | Non-Consolidated | People | 4 | 4 | 4 | |
| of which are male employees | Non-Consolidated | People | 3 | 3 | 2 | ||
| of which are female employees | Non-Consolidated | People | 1 | 1 | 2 | ||
| Percentage of female outside directors | Non-Consolidated | % | 25% | 25% | 50% | ||
The Company selects candidates for outside directors based on substantial criteria, such as whether the candidate is expected to contribute to the improvement of the Company’s corporate value, in addition to the requirements for outside directors stipulated in the Companies Act. Specifically, in addition to the outside director requirements stipulated in the Companies Act, the Company has established the following criteria based on the independence standards established by the Tokyo Stock Exchange.
The independence standards for outside directors of the Company are as follows: persons who do not meet any of the requirements set forth in 1 to 5 below.
Regarding the remuneration of Directors (excluding Directors who are audit committee members), within the total amount resolved at the General Meeting of Shareholders, remuneration is provided according to the roles and responsibilities of each Director, and to enhance objectivity and transparency, the decision is made at the Board of Directors meeting after receiving advice and recommendations from the Nomination and Remuneration Advisory Committee, and established as an internal rule. The remuneration system for Directors consists of a fixed monthly basic remuneration, performance-linked remuneration in cash aimed at raising awareness of company-wide and individual performance for each fiscal year as a sound incentive for sustainable growth, and stock remuneration aimed at raising awareness of improving medium- to long-term performance and increasing corporate value. However, considering the nature of their duties, outside Directors and non-executive Directors receive only basic remuneration.
The remuneration of Directors is determined in accordance with their roles and responsibilities, taking into consideration the level of employee salaries, and fixed amounts are paid in cash every month.
Performance-linked remuneration consists of company-wide performance-linked remuneration and individual performance-linked remuneration. However, the Chairman and President are only provided with company-wide performance-linked remuneration, and the Chairman (non-executive director) without representation rights is not provided with remuneration.
Company-wide performance-linked remuneration is linked to consolidated operating profit, which is a key target value in the Company’s management plan, and the total amount to be paid is determined and allocated according to the roles and responsibilities of each Director, and paid promptly after the financial results are finalized. However, if consolidated operating profit is less than a certain amount, if a large special loss occurs, or if a serious compliance violation occurs, remuneration will not be paid or the amount paid will be reduced.
Individual performance-linked remuneration is paid after the financial results are finalized in accordance with internal regulations established by the Company in advance, linked to individual evaluations of the achievement of financial and non-financial targets for each Director.
Stock-based compensation is a system that utilizes a trust scheme, and the Company provides Directors with Company shares through the trust at the time of their retirement based on the number of points granted monthly according to their position in accordance with the Company’s share grant regulations.
The amount contributed to the trust as funds required for granting Company shares to Directors is capped at 40 million yen per year.
The contents of individual Directors' remuneration, etc. are determined by the Board of Directors based on the recommendations of the Nomination and Remuneration Advisory Committee, and established as internal rules.
Furthermore, with regard to individual performance-linked remuneration for Directors, the President, to whom this authority has been delegated, evaluates each individual based on internal rules determined by the Board of Directors and makes a decision. The Board of Directors establishes the amounts of remuneration linked to individual evaluations in advance in internal rules, and receives reports on the contents, in order to ensure that this authority is appropriately exercised by the President.
| Category | Staff | Remuneration amount | Breakdown | |||||
|---|---|---|---|---|---|---|---|---|
| Monetary remuneration | Stock compensation | |||||||
| Basic remuneration | Performance-linked remuneration | |||||||
| Staff | Total | Staff | Total | Staff | Total | |||
| Directors (excluding directors who are audit committee members) |
6 | 203 million yen | 6 | 181 million yen | ― | ― | 3 | 21 million yen |
| (including Outside Directors) | （2） | （12） | （2） | （12） | （―） | （―） | （―） | （―） |
| Director (audit committee member) |
4 | 77 | 4 | 77 | ― | ― | ― | ― |
| (including Outside Directors) | （3） | （38） | （3） | （38） | （―） | （―） | （―） | （―） |
| Total | 10 | 280 | 10 | 258 | ― | ― | 3 | 21 |
| (including Outside Directors) | （5） | （51） | （5） | （51） | （―） | （―） | （―） | （―） |
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