Taiyo Yuden : Corporate Governance Report(1207KB)

Corporate Governance Report

CORPORATE GOVERNANCE

Last Update:

July 5, 2023

TAIYO YUDEN CO., LTD.

Katsuya Sase

Representative Director, President and CEO

Contact: 03-6757-8310

Securities code: 6976

https://www.yuden.co.jp/ut/

The corporate governance of TAIYO YUDEN CO., LTD. (the "Company") is described below.

1. Basic Views on Corporate Governance, Capital Structure, Corporate Profile and Other

Basic Information

1. Basic Views

The TAIYO YUDEN Group (the "Group") is committed to corporate social responsibilities and the mission of management to develop businesses on an ongoing basis while fulfilling sociality, public interest and public nature of the Group from a global viewpoint to put into practice and realize "Mission", "Management philosophy" and "Vision".

Based on the views, the Company has been established Basic Policy of Corporate Governance, and emphasizes transparency and fairness of corporate management, the Company is making efforts to enhance corporate governance under the supervision of the Board of Directors, including the development of structures and mechanisms that enable timely and appropriate information disclosure, thorough compliance, and speedy decision making and execution of duties.

【Mission】

Stronger and more socially aware through the wonders of science

【Management Philosophy】 Employee Well-being Betterment of Local Communities

Responsibility to Provide Returns to Shareholders

【Vision】

To be an excellent company that enjoys the trust and highest regard from all stakeholders

■Basic Policy for Corporate Governance https://www.yuden.co.jp/ut/ir/management/governance/

Disclosure Based on the Principles of the Corporate Governance Code

[Principle 1-4:Cross-Shareholdings]

The Company have sold all our cross-shareholdings (listed stocks).

Cross-shareholdings are disclosed in the Notice of Convocation of the General Meeting of Shareholders.

• Notice of Convocation of the General Meeting of Shareholders https://www.yuden.co.jp/ut/ir/library/shm_presentation.html

Policy of holding cross-shareholdings is as follows.

The Company shall hold shares only if the Board of Directors determines that such shareholdings are conductive to the maintenance and reinforcement of commercial and collaborative relationship with our business partners as well as medium- to long-term improvement of the corporate value and sustainable growth, which can be attained through such relationships. The Board of Directors shall annually examine all such cross-shareholdings to verify the reasonability of holding them based on comprehensive judgment from the perspective of their holding purposes. The Company shall reduce any shareholdings that are determined to be unreasonable by selling such shares.

The Company shall appropriately exercise its voting rights of the cross-shareholdings based on comprehensive judgment on several factors such as non-infringement of any laws and/or regulations, non-involvement in any antisocial actions and the fact that relevant proposal can be judged to have sound content.

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When cross-shareholders indicate their intention to sell their shares, the Company shall not hinder the sale of the cross-held shares by, for instance, implying a possible reduction of business transactions.

[Principle 1-7: Create appropriate procedures and frameworks for transactions between related parties]

The Company shall resolve competitive transactions and conflict-of-interest transactions by Directors through the Board of Directors based on the Board of Directors Regulations. Transactions between related parties shall be disclosed in accordance with relevant laws, such as the Companies Act and the Financial Instruments and Exchange Act, as well as the rules and regulations established by stock exchanges.

The Board of Directors shall monitor the facts and situations of related party transactions appropriately.

[Supplemental Principle 2-4-1: Ensuring diversity in the promotion to core human resources]

In order to realize one of our Management Philosophy, "Employee Well-being," we consider the promotion of diversity to be a key management issue, as we believe that "value of being different" and that we should connect and utilize diverse personalities so that each individual can work with enthusiasm and fulfillment. In this context, the Company is making the following efforts to promote women, foreign nationals, and mid-career hires to management and other positions.

1.Regarding the promotion of female to management positions, etc.

In our Medium-term Management Plan, we have set a goal of achieving a ratio of 10% or higher female managers by 2030, and are working to provide opportunities to gain experience, create an environment that enables diverse work styles, and promote awareness among female and male through workshops, roundtable discussions, and various types of training. The ratio of female employees and female managers of the Company was 24.0% and 4.2%, respectively.

2.Regarding the promotion of non-Japanese to management positions, etc.

While the Company strives to secure excellent human resources regardless of nationality, the ratio of non-Japanese employees (regular employees) in the Company as of March 31, 2023, was 0.8%. As for the ratio of non-Japanese managers, it is very small, and we intend to increase the ratio of non-Japanese managers by increasing the number of non-Japanese hires according to the skills needed by the Company in the future.

3.Regarding the promotion of mid-careers to management positions, etc.

In order to ensure sustainable growth, the Company is actively recruiting professionals and experienced personnel from outside the Company, and as of March 31, 2023, the ratio of mid-careers in management positions was 31.9%. No special targets have been set for mid-careers, as they do not differ from other employees in terms of advancement or promotion to management positions.

[Principle 2-6: Roles of Corporate Pension Fund as Asset Owner] The Company has no corporate pension system.

The Company shall implement a defined contribution corporate pension plan to build stable assets for employees, and shall provide education and training regarding asset management.

[Principle 3-1: Full disclosure]

1.Our mission, management philosophy and vision are described in "1. Basic Views" on this report. 2.Our management strategy and business plans are disclosed in the Integrated Report.

3.Our fundamental concepts of corporate governance as well as basic policies are described in "1. Basic Views" on this report. 4.Policies and procedures for the Board to determine director remuneration are disclosed in the Notice of Convocation of the General Meeting of Shareholders.

5.Policies and procedures for the nomination of candidates for Director and Audit & Supervisory Board Member are disclosed in the Notice of Convocation of the General Meeting of Shareholders.

6.Individual reasons regarding the selection of candidates for Director and Audit & Supervisory Board Member are disclosed in the Notice of Convocation of the General Meeting of Shareholders.

• Integrated Report https://www.yuden.co.jp/ut/ir/library/annual_reports.html
• Notice of Convocation of the General Meeting of Shareholders https://www.yuden.co.jp/ut/ir/library/shm_presentation.html

[Supplemental Principle 3-1-3: Initiatives on sustainability] 1. Initiatives on sustainability

The Company has formulated the "Medium-term Management Plan 2025," which started in Fiscal 2021. The Company aim to increase corporate value by increasing both economic and social value, and set KPI (numerical targets) after clarifying the Materiality (important issues) related to economic and social value. The progress of initiatives to achieve the targets are disclosed in the Integrated Report and on the Company's website.

• Integrated Report https://www.yuden.co.jp/ut/ir/library/annual_reports.html
• Sustainability https://www.yuden.co.jp/ut/company/sustainability/

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2. Initiatives on human capital

In keeping with the philosophy of the Group's founder, TAIYO YUDEN Group understands the importance of workforce diversity and endeavors to encourage individual employees to express their unique character and personality, hoping to help them lead an enriched life.

Bearing the above in mind, we build and implement ongoing human resources development strategies, focusing on two areas: globalization skills for implementing management strategies based on experience of different cultures; and innovation capabilities for creating new value to contribute to society by exercising strengthened professional expertise and creativity. Also, seeking to perform our HR mission to "shape the future of individuals and organizations," we are striving to create an environment that encourages both individuals and organizations to fulfill their potential and accelerate HR development efforts. Through these activities, we aim to facilitate the personal growth of each employee and increase our overall corporate value.

Details are disclosed on the Company's website.

• Sustainability (Human Resources Strategy) https://www.yuden.co.jp/ut/company/sustainability/

3. Initiatives on Intellectual Property Rights

At the Company, the Intellectual Property Department and the Development and Engineering Department work in close cooperation with each other from the early stages of developing new technologies and obtaining intellectual property rights. In addition, we pursue a unique management approach in a way that is optimized for each of our businesses to create, protect, and utilize intellectual property.

Details are disclosed in the Integrated Report

• Integrated Report https://www.yuden.co.jp/ut/ir/library/annual_reports.html

4. Initiatives on climate change

The Company have set " strengthen responses to climate change " as a materiality and are working on measures to reduce greenhouse gas (GHG) emissions. We have set a goal of reducing absolute GHG emissions by 42% in FY2030 compared with FY2020, and are working to achieve this goal with "energy saving," "energy generation," and " procurement of energy renewal " as the core concepts of our policies. The Company also endorse the TCFD in order to proactively disclose climate-related information to our shareholders and stakeholders. We identified several "risks" and "opportunities" associated with climate change, and analyzed the highly important themes of "the financial impact of introducing carbon pricing on our operating costs" and "the impact of severe weather disasters on our sites" according to the 1.5°C and 4°C scenarios.

Details are disclosed in the Safety & Environmental Report and the Integrated Report.

• Safety & Environmental Report https://www.yuden.co.jp/ut/company/sustainability/document/report/
• Integrated Report

https://www.yuden.co.jp/ut/ir/library/annual_reports.html

[Supplemental Principle 4-1-1: Scope of delegation to the management]

To ensure the effective decision making by the Board of Directors, the Management Committee shall deliberate in advance policy matters regarding business operations for Group management, whereas the TM (Top Management) Meeting shall deliberate in advance matters concerning personnel, organization and remuneration systems for the entire Group. Both organs shall determine matters delegated by the Board of Directors.

Operating Officers are in place in order to further clarify roles and responsibilities of Directors who monitor and supervise the management of business and persons who execute business operations. The Operating Officers shall conduct business flexibly and quickly as an executor responsible for the section he or she is in charge, under the direction of the President and CEO, in accordance with management policies and strategies determined at meetings of the Board of Directors.

[Principle 4-9: Independence Criteria and Qualification for Outside Director]

The Board of Directors shall select candidates for Independent Outside Director based on the "Officer Appointment and Dismissal Standards" and the "Standards for the Independence of Outside Directors/Outside Audit & Supervisory Board Members," and shall clearly state the reasons for their appointment in a Notice of Convocation of the General Meeting of Shareholders when proposing candidates at a General Meeting of Shareholders. The "Standards for the Independence of Outside Directors/Outside Audit & Supervisory Board Members" shall be disclosed on the Company's website.

• Standards for the Independence of Outside Directors/Outside Audit & Supervisory Board Members https://www.yuden.co.jp/ut/ir/management/governance/criteriaofindependence.html

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[Supplemental Principle 4-10-1: The mandates and roles of the Nomination Committee and the Remuneration Committee]

To strengthen the independence and objectivity of the functions of the Board of Directors concerning the nomination and remuneration for Directors and Operating Officers and to fulfill its accountability, the Company has established two voluntary advisory panels: Nomination Committee and Remuneration Committee.

Each committee is chaired by an Independent Outside Director and composed of the President and Chief Executive Officer, all Independent Outside Directors, and an Audit & Supervisory Board Member, and its majority is composed of Independent Outside Directors.

The composition, status of activities and specific considerations of each committee are described in "2. Matters Concerning

Functions of Business Execution, Auditing and Supervision, Nomination, and Remuneration Decisions (Overview of Current Corporate Governance System)" of "II. Business Management Organization and Other Corporate Governance Systems regarding Decision-making, Execution of Business, and Oversight in Management" on this report.

[Supplemental Principle 4-11-1: Ensuring effectiveness of the Board of Directors]

The concepts regarding the balance of knowledge, experience and skills of the Board (as a whole) as well as its size are described in "2. Matters Concerning Functions of Business Execution, Auditing and Supervision, Nomination, and Remuneration Decisions (Overview of Current Corporate Governance System)" of "II. Business Management Organization and Other Corporate Governance Systems regarding Decision-making, Execution of Business, and Oversight in Management" on this report. The skills matrix of the Board of Directors of the Company is disclosed in the Notice of Convocation of the General Meeting of Shareholders and the Integrated Report.

• Notice of Convocation of the General Meeting of Shareholders https://www.yuden.co.jp/ut/ir/library/shm_presentation.html
• Integrated Report

https://www.yuden.co.jp/ut/ir/library/annual_reports.html

[Supplemental Principle 4-11-2: Concurrent positions of Directors and Audit & Supervisory Board Members]

Directors and the Audit & Supervisory Board members (excluding Outside Directors) shall not concurrently serve as Directors of other companies unless the Board of Directors deems this to be in the best interests of the Company.

If Outside Directors concurrently serve as corporate officers of other companies, the Board of Directors shall confirm the amount of time required for them to fulfill their duties as outside Directors of the Company, before approving their appointment. Significant concurrent positions of Outside Directors are disclosed in the Notice of Convocation of the General Meeting of Shareholders.

• Notice of Convocation of the General Meeting of Shareholders https://www.yuden.co.jp/ut/ir/library/shm_presentation.html

[Supplemental Principle 4-11-3: Analysis and assessment regarding the effectiveness of the Board as a whole]

The Company conducts the evaluation of the effectiveness of the Board of Directors once a year to improve the effectiveness of the Board of Directors and enhance its corporate value. In addition to revising the evaluation items and questionnaire content, based on the suggestions of an external evaluation agency, we had the external evaluation agency be in charge of the administration from the distribution of the questionnaire to the aggregation of answers to increase the objectivity and transparency of the evaluation process. The evaluation process and results for the current fiscal year are as follows.

1. Evaluation process

1. Consider the evaluation methods and questionnaire content for the current fiscal year, based on the suggestions and advice of the external evaluation agency, and report to the Board of Directors.
2. The external evaluation agency conducts a (anonymous) questionnaire to evaluate the effectiveness of all Directors and all Audit & Supervisory Board Members.
3. The external evaluation agency compiles the results of the questionnaire described in ii) above, extracts issues and opinions that need to be addressed, and reports them to all Directors and Audit & Supervisory Board Members.
4. Analysis and evaluation meetings were conducted separately by Operating Officers and Non-operating Officers based on the results of the questionnaire in iii) above.
5. Opinions and issues that come up in analysis and evaluation meetings will be discussed by the Board of Directors to determine any issues to be addressed.

2. Evaluation (Questionnaire) items

・Operation of the Board of Directors

・Composition/skills of the Board of Directors ・Management strategy initiatives

・Sustainable growth initiatives

・Corporate ethics and risk management ・Monitoring

・Dialogue with shareholders

・Nomination Committee and Remuneration Committee

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3. Evaluation results and issues to be addressed

Based on their evaluation, the external evaluation agency found that the Company is working seriously on the evaluation of the effectiveness of the Board of Directors and is striving to improve its corporate value further. On the other hand, the "discussion on investments in human capital that are linked to the management strategy," which was previously recognized as an issue to be addressed, will continue to be recognized as an issue to be addressed since it will take time to improve upon the evaluation.

[Supplementary Principle 4-14-2: Principles for Training of Directors and Audit & Supervisory Board Members]

The Company shall provide Directors and Audit & Supervisory Board Members with opportunities to attend in-house training courses such as external seminars and related laws and regulations to help them acquire knowledge and information outside their fields of expertise, and the Company shall bear the necessary expenses. Plans for provision and mediation of training opportunities shall be created and implemented at the beginning of each year.

To raise the effectiveness of audits, Audit & Supervisory Board Members discuss valuable skills at the Audit & Supervisory Board meeting and provide training.

[Principle 5-1: Policies for Constructive Dialogue with Shareholders]

The Company shall designate a Director in charge of IR and conduct IR activities to promote a constructive dialogue with shareholders and investors.

The Company shall also report to the Board of Directors any opinions and requests from shareholders and investors collected through IR activities.

Specifically, the following activities are to be included in the Company's organizational structure.

1. Strengthening collaboration between the management of the IR department and other departments through the Director responsible for IR.
2. Results briefings with securities analysts and institutional investors (quarterly).
3. Handling group meetings and individual meetings with major foreign and domestic individual investors.
4. Explanations to major investors regarding General Meeting of Shareholders proposals.
5. Publishing consolidated reports to enhance the understanding of the Company's mid- and long-term value creation.
6. Conducting investigations of shareholder findings through external survey organizations.

For fairness in the disclosure of information and to prevent leaks of inside information, the information disclosed in dialogues with major shareholders and investors shall be within the bounds previously determined for disclosure.

2. Capital Structure

Foreign Shareholding Ratio20% or more and less than 30%

Status of Major Shareholders

Name or Company Name	Number of	Percentage (%)
	Shares Owned
The Master Trust Bank of Japan, Ltd. (Trust Account)	38,205,800	30.66
Custody Bank of Japan, Ltd. (Trust Account)	17,667,600	14.17
The Iyo Bank, Ltd.	2,000,100	1.60
Sumitomo Mitsui Banking Corporation	2,000,000	1.60
Sato Traffic Orphan Welfare Fund	1,916,640	1.53
SSBTC CLIENT OMNIBUS ACCOUNT	1,868,874	1.49
STATE STREET BANK WEST CLIENT-TREATY 505234	1,827,000	1.46
Nippon Life Insurance Company	1,666,450	1.33
JP MORGAN CHASE BANK 385781	1,638,945	1.31
The Nomura Trust and Banking Co., Ltd. (Investment Trust Account)	1,618,300	1.29

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