Sustainability

Corporate Governance

Corporate Governance System

Basic Viewpoint Concerning Corporate Governance

With the basic perception that it is supported by customers, suppliers, shareholders, employees, society and all other stakeholders, the Company is aware of its obligation to ensure fairness and transparency in management activities and operation methods and to comply with laws and ordinances in order to fulfill its social missions and responsibilities as a stock-listed company.

The Board of Directors
The Board of Directors consists of nine Directors, including two Outside Directors, in order to ensure swift and appropriate managerial decision-making. It holds ordinary board meetings every other month and extraordinary board meetings as needed. The Company has instituted the Management Meeting, consisting of Directors, excluding Outside Directors. Serving as an assisting body for the Board of Directors, it conducts discussions and decision-making on important matters related to management on a weekly basis, in principle.
In addition, the Board of Executive Officers, consisting of Directors and Executive Officers, regularly holds monthly meetings to request reports on the details of business execution. Thus, managerial decisions are communicated to the business execution team.
The Audit & Supervisory Board
The Audit & Supervisory Board comprises four Audit & Supervisory Board Members, including three outside Audit & Supervisory Board Members. In accordance with the audit policy it has formulated, Audit & Supervisory Board Members attend meetings of the Board of Directors, the Board of Executive Officers and other key meetings and learn from Directors and other personnel about the status of execution of their duties. They also carry out audits including the inspection of significant decision-making documents and the investigation of operations and assets at the Head Office and principal offices. If necessary, the board also audits related companies, for example, by asking them for reports on their operations.
Executive Officers
The Company has adopted the Executive Officers' system to achieve agility in business execution.
This system is prescribed in the Company's Articles of Incorporation, following the approval of shareholders. At present, 13 Executive Officers serve as the heads of operating divisions. They execute business efficiently and without delays with a view to accomplishing the medium-term management plan.
Accounting Auditor
The Company appoints Deloitte Touche Tohmatsu LLC as its accounting auditor. It audits the Company's accounting from a fair and independent standpoint.
The Nomination and Compensation Advisory Committee
The Company established the Nomination and Compensation Advisory Committee in fiscal 2018 in order to strengthen fairness, transparency, and objectivity of nomination of and compensation for Directors and Executive Officers, and to further enhance corporate governance. The Nomination and Compensation Advisory Committee consists of three Directors, including two Outside Directors. Upon requests of the Board of Directors and representative Directors for advice on matters related to Directors and Executive Officers concerning election and dismissal, compensation, and formulation and operation of a successor plan, the Nomination and Compensation Advisory Committee deliberates on the matters and provides advice.
Internal audits
The Company has set up an Internal Auditing Division. With five staff members including its chief, it works independently of the execution of business to check if business operations and activities in individual segments comply with laws and ordinances, with the Articles of Incorporation and internal regulations, and with the Company's management policy and business plan and offers specific advice and recommendations in an effort to maintain the soundness of the Company. Internal audits are conducted in accordance with the annual plan. Their results are reported to representative Directors and Audit & Supervisory Board Members. Management thus understands the status of implementation and results, and Executive Officers, who are subject to auditing, carry out follow-ups.

Successor Planning

In order to engage in the process of achieving the management plan, establish policies and standards for the selection of Directors, Audit & Supervisory Board Members, and Executive Officers, and select as Representative Director an individual worthy to act the representative of the Group, the Nomination and Compensation Advisory Committee plays a central role in drawing up succession plans for President and Representative Director.
Based on the successor plans, the Nomination and Compensation Advisory Committee draws up a vision of "the ideal president" that incorporates the required abilities, potential, experience, knowledge, and skills, and prescribes specific evaluation methods and standards for the same, as well as taking a lead role in selecting, nurturing, and checking on the state of development of candidates.

Officer Selection

With regard to the composition of Directors and Audit & Supervisory Board Members, the Company selects individuals with extensive experience and knowledge in various fields, and seeks to improve the functioning of the Board of Directors, etc.
The main areas of specialist experience for the directors are as follows.

Evaluation of Effectiveness

The Company conducts a written questionnaire survey of Directors and Audit & Supervisory Board Members about the effectiveness of the Board of Directors and the results are discussed at meetings of the Board of Directors.

Directors/Audit & Supervisory Board Members

Directors

  • Nobuyuki MotohashiPresident (Representative Director)

    • Joined the Company.
    • Executive Officer and Senior General Manager, Factory Automation Division, the Company
    • Director and Senior General Manager, Factory Automation Division, the Company
    • President and Representative Director, the Company (current position)
    • Joined the Company.
    • Executive Officer and Senior General Manager, Factory Automation Division, the Company
    • Director and Senior General Manager, Factory Automation Division, the Company
    • President and Representative Director, the Company (current position)
  • Kazunori ShimamotoSenior Managing Director

    • Joined the Company.
    • Executive Officer and General Manager, Accounting and Finance Office, the Company
    • Director and General Manager, Accounting and Finance Office, the Company
    • Managing Director and General Manager, Accounting and Finance Office, the Company
    • Managing Director, Executive Officer, General Manager, Management Planning Office, and in charge of Administration Head Office, the Company
    • Senior Managing Director, Executive Officer, General Manager, Management Planning Office, and in charge of Administration Head Office, the Company
    • Senior Managing Director, Executive Officer, Senior General Manager, Strategy Management Office, and in charge of Business Management Office and Administration Head Office, the Company
    • Senior Managing Director, In charge of Management Division (current position)
    • Joined the Company.
    • Executive Officer and General Manager, Accounting and Finance Office, the Company
    • Director and General Manager, Accounting and Finance Office, the Company
    • Managing Director and General Manager, Accounting and Finance Office, the Company
    • Managing Director, Executive Officer, General Manager, Management Planning Office, and in charge of Administration Head Office, the Company
    • Senior Managing Director, Executive Officer, General Manager, Management Planning Office, and in charge of Administration Head Office, the Company
    • Senior Managing Director, Executive Officer, Senior General Manager, Strategy Management Office, and in charge of Business Management Office and Administration Head Office, the Company
    • Senior Managing Director, In charge of Management Division (current position)
  • Takeshi JinDirector (Outside, Independent)

    • Registered as an attorney with Daini Tokyo Bar Association.
    • Joined Shunzo Kobayashi & Tadao Imai Law Office (currently Chugai Godo Law Office).
    • Outside Corporate Auditor, NIHON SHOKUHIN KAKO CO., LTD.
    • General Counsel, the Company (current position)
    • Outside Director, the Company (current position)
    • Outside Director, Tri Chemical Laboratories Inc. (current position)
    • Registered as an attorney with Daini Tokyo Bar Association.
    • Joined Shunzo Kobayashi & Tadao Imai Law Office (currently Chugai Godo Law Office).
    • Outside Corporate Auditor, NIHON SHOKUHIN KAKO CO., LTD.
    • General Counsel, the Company (current position)
    • Outside Director, the Company (current position)
    • Outside Director, Tri Chemical Laboratories Inc. (current position)
  • Yoshiro NagashimaDirector (Outside, Independent)

    • Joined The Mitsubishi Bank, Ltd. (currently MUFG Bank, Ltd.)
    • Regional Director, Toranomon Branch Office, MUFG Bank, Ltd.
    • Representative Director and President, Tokyo Diamond Collection Service Co., Ltd. (currently MU Frontier Servicer Co., Ltd.)
    • Representative Director and Deputy President, MU Frontier Servicer Co., Ltd.
    • Standing Auditor, NIPPON CARBIDE INDUSTRIES CO., INC.
    • Outside Director, the Company (current position)
    • Outside Director, ZENKOKU HOSHO Co., Ltd. (current position)
    • Joined The Mitsubishi Bank, Ltd. (currently MUFG Bank, Ltd.)
    • Regional Director, Toranomon Branch Office, MUFG Bank, Ltd.
    • Representative Director and President, Tokyo Diamond Collection Service Co., Ltd. (currently MU Frontier Servicer Co., Ltd.)
    • Representative Director and Deputy President, MU Frontier Servicer Co., Ltd.
    • Standing Auditor, NIPPON CARBIDE INDUSTRIES CO., INC.
    • Outside Director, the Company (current position)
    • Outside Director, ZENKOKU HOSHO Co., Ltd. (current position)
  • Hisataka MoriDirector / Executive Officer

    • Joined the Company.
    • Executive Officer and Branch Manager, Chubu Branch Office, the Company
    • Executive Officer and Deputy Senior General Manager, Kansai District Office, the Company
    • Director and General Manager, Management Strategy Office, the Company
    • Director and General Manager, Business Promotion Office, the Company
    • Director, Executive Officer, and General Manager, Business Promotion Office, the Company
    • Director, Executive Officer, and Branch Manager, Kyushu Branch Office, the Company (current position)
    • Joined the Company.
    • Executive Officer and Branch Manager, Chubu Branch Office, the Company
    • Executive Officer and Deputy Senior General Manager, Kansai District Office, the Company
    • Director and General Manager, Management Strategy Office, the Company
    • Director and General Manager, Business Promotion Office, the Company
    • Director, Executive Officer, and General Manager, Business Promotion Office, the Company
    • Director, Executive Officer, and Branch Manager, Kyushu Branch Office, the Company (current position)
  • Shinsuke SaitoDirector / Executive Officer

    • Joined Mitsubishi Electric Corporation
    • Deputy General Manager, Chubu Branch Office, Mitsubishi Electric Corporation
    • General Manager, Shikoku Branch Office, Mitsubishi Electric Corporation
    • General Manager, Kyushu Branch Office, Mitsubishi Electric Corporation
    • Joined the Company
    • Director in charge of Transportation Division, the Company
    • Director, Executive Officer, and Senior General Manager, Transportation Division, the Company (current position)
    • Joined Mitsubishi Electric Corporation
    • Deputy General Manager, Chubu Branch Office, Mitsubishi Electric Corporation
    • General Manager, Shikoku Branch Office, Mitsubishi Electric Corporation
    • General Manager, Kyushu Branch Office, Mitsubishi Electric Corporation
    • Joined the Company
    • Director in charge of Transportation Division, the Company
    • Director, Executive Officer, and Senior General Manager, Transportation Division, the Company (current position)
  • Akio IguchiDirector / Executive Officer

    • Joined Mitsubishi Electric Corporation
    • General Manager, Kanetsu Branch, Mitsubishi Electric Corporation
    • General Manager, Chugoku Branch, Mitsubishi Electric Corporation
    • General Manager, Chubu Branch, Mitsubishi Electric Corporation
    • Joined the Company
    • Director, Executive Officer, and Senior General Manager, Kansai District Office, the Company
    • Director, Executive Officer, and Senior General Manager, Business Management Office, the Company (current position)
    • Joined Mitsubishi Electric Corporation
    • General Manager, Kanetsu Branch, Mitsubishi Electric Corporation
    • General Manager, Chugoku Branch, Mitsubishi Electric Corporation
    • General Manager, Chubu Branch, Mitsubishi Electric Corporation
    • Joined the Company
    • Director, Executive Officer, and Senior General Manager, Kansai District Office, the Company
    • Director, Executive Officer, and Senior General Manager, Business Management Office, the Company (current position)
  • Hironori SaigusaDirector

    • Joined the Company
    • General Manager, Device Sales Department, Semiconductor & Device Division, the Company
    • General Manager, Legal Affair Division, and General Manager, Export Administration Division, the Company
    • Branch Manager, Kita-Kanto Branch Office, Factory Automation Division, the Company
    • Executive Officer, General Manager, General Affairs and Personnel Office, and General Manager, General Affairs Division, the Company
    • Executive Officer and General Manager, General Affairs and Personnel Office, the Company
    • Executive Officer and Senior General Manager, Administration Head Office, the Company
    • Director, Executive Officer, and Senior General Manager, Administration Head Office, the Company
    • Director, In charge of Internal Auditing Division (current position)
    • Joined the Company
    • General Manager, Device Sales Department, Semiconductor & Device Division, the Company
    • General Manager, Legal Affair Division, and General Manager, Export Administration Division, the Company
    • Branch Manager, Kita-Kanto Branch Office, Factory Automation Division, the Company
    • Executive Officer, General Manager, General Affairs and Personnel Office, and General Manager, General Affairs Division, the Company
    • Executive Officer and General Manager, General Affairs and Personnel Office, the Company
    • Executive Officer and Senior General Manager, Administration Head Office, the Company
    • Director, Executive Officer, and Senior General Manager, Administration Head Office, the Company
    • Director, In charge of Internal Auditing Division (current position)
  • Futoshi MoriyaDirector / Executive Officer

    • Joined the Company
    • General Manager, Factory Automation Systems Department 1, Kansai District Office, the Company
    • General Manager, Factory Automation Systems Department 1, Factory Automation Division, the Company
    • General Manager, Factory Automation Systems Department 1, Factory Automation Division, and General Manager, Asia Business Strategic Promotion Department, the Company
    • Deputy General Manager, Factory Automation Systems Division, and General Manager, Factory Automation Systems Department 1, the Company
    • Executive Officer and Senior General Manager, Factory Automation Division, the Company
    • Executive Officer and Senior General Manager, Kansai District Office, the Company
    • Director, Executive Officer, and Senior General Manager, Kansai District Office, the Company (current position)
    • Joined the Company
    • General Manager, Factory Automation Systems Department 1, Kansai District Office, the Company
    • General Manager, Factory Automation Systems Department 1, Factory Automation Division, the Company
    • General Manager, Factory Automation Systems Department 1, Factory Automation Division, and General Manager, Asia Business Strategic Promotion Department, the Company
    • Deputy General Manager, Factory Automation Systems Division, and General Manager, Factory Automation Systems Department 1, the Company
    • Executive Officer and Senior General Manager, Factory Automation Division, the Company
    • Executive Officer and Senior General Manager, Kansai District Office, the Company
    • Director, Executive Officer, and Senior General Manager, Kansai District Office, the Company (current position)

Audit & Supervisory Board Members

  • Harushige SakaiStanding Audit & Supervisory Board Member

    • Joined the Company
    • Deputy General Manager, Electron Division, the Company
    • Deputy General Manager, Management Strategy Office, the Company
    • Executive Officer and General Manager, Management Strategy Office, the Company
    • Executive Officer and Senior General Manager, System Integration Division, the Company
    • Executive Officer and General Manager, Internal Auditing Division, the Company
    • Audit & Supervisory Board Member, the Company (current position)
    • Joined the Company
    • Deputy General Manager, Electron Division, the Company
    • Deputy General Manager, Management Strategy Office, the Company
    • Executive Officer and General Manager, Management Strategy Office, the Company
    • Executive Officer and Senior General Manager, System Integration Division, the Company
    • Executive Officer and General Manager, Internal Auditing Division, the Company
    • Audit & Supervisory Board Member, the Company (current position)
  • Kozo YamamuraAudit & Supervisory Board Member(Outside)

    • Joined Mitsubishi Electric Corporation
    • Manager, Planning Division, Marketing Research & Business Development Department, Kanetsu Branch Office, Mitsubishi Electric Corporation
    • Manager, Agent Group, Market Planning & Administration Department, Corporate Marketing Group, Mitsubishi Electric Corporation (current position)
    • Audit & Supervisory Board Member, the Company (current position)
    • Joined Mitsubishi Electric Corporation
    • Manager, Planning Division, Marketing Research & Business Development Department, Kanetsu Branch Office, Mitsubishi Electric Corporation
    • Manager, Agent Group, Market Planning & Administration Department, Corporate Marketing Group, Mitsubishi Electric Corporation (current position)
    • Audit & Supervisory Board Member, the Company (current position)
  • Yutaka NomiyamaAudit & Supervisory Board Member(Outside, Independent)

    • Joined The Daiwa Bank, Ltd. (currently Resona Bank, Limited)
    • Joined TERAOKA SEISAKUSHO CO., LTD.
    • Operating Officer and Deputy General Manager, Corporate Management Division, TERAOKA SEISAKUSHO CO., LTD.
    • Director and General Manager, Corporate Management Division, TERAOKA SEISAKUSHO CO., LTD.
    • Audit & Supervisory Board Member, TERAOKA SEISAKUSHO CO., LTD. (current position)
    • Audit & Supervisory Board Member, the Company (current position)
    • Joined The Daiwa Bank, Ltd. (currently Resona Bank, Limited)
    • Joined TERAOKA SEISAKUSHO CO., LTD.
    • Operating Officer and Deputy General Manager, Corporate Management Division, TERAOKA SEISAKUSHO CO., LTD.
    • Director and General Manager, Corporate Management Division, TERAOKA SEISAKUSHO CO., LTD.
    • Audit & Supervisory Board Member, TERAOKA SEISAKUSHO CO., LTD. (current position)
    • Audit & Supervisory Board Member, the Company (current position)
  • Nobutake IpposhiAudit & Supervisory Board Member(Outside, Independent)

    • Joined Peat Marwick Mitchell (currently KPMG)
    • Registered as a Certified Public Accountant
    • Joined Tokyo Marunouchi Auditing Corporation (currently Deloitte Touche Tohmatsu LLC)
    • Director, The Japanese Institute of Certified Public Accountants
    • Managing Director, The Japanese Institute of Certified Public Accountants
    • Professor, Tohoku University Accounting School
    • Audit & Supervisory Board Member, TACHI-S CO., LTD.
    • Supervisor, Social Welfare Juridical Person Hachioji Icho-no-kai (current position)
    • Supervisor, National Federation of Shopping Center Promotion Associations (current position)
    • Audit & Supervisory Board Member, the Company (current position)
    • Joined Peat Marwick Mitchell (currently KPMG)
    • Registered as a Certified Public Accountant
    • Joined Tokyo Marunouchi Auditing Corporation (currently Deloitte Touche Tohmatsu LLC)
    • Director, The Japanese Institute of Certified Public Accountants
    • Managing Director, The Japanese Institute of Certified Public Accountants
    • Professor, Tohoku University Accounting School
    • Audit & Supervisory Board Member, TACHI-S CO., LTD.
    • Supervisor, Social Welfare Juridical Person Hachioji Icho-no-kai (current position)
    • Supervisor, National Federation of Shopping Center Promotion Associations (current position)
    • Audit & Supervisory Board Member, the Company (current position)

Message from Outside Directors

Outside Directors Takeshi Jin

Ensuring that the role of monitoring from an objective and broad outside perspective is fulfilled
The role of an Outside Director is to vigilantly monitor the Board of Directors and business execution from outside the Company. Company organizations tend to take internal common knowledge and unspoken mutual understandings for granted. In particular, as a trading company, Kanaden tends to focus on discussions of sales figures. By monitoring with an objective and broad perspective, someone from the outside can encourage companies to conduct business with an awareness of outside eyes. This is an extremely important process. As a lawyer specializing in matters of compliance, I check on Kanaden's conduct in the course of meetings of the Board of Directors from this perspective.
Utilizing "the past" for "the future" is important
Kanaden is currently undergoing various reforms. For example, externally, it is responding to the Corporate Governance Code. Internally, Kanaden is promoting the CI-J-3 medium-term management plan and is linking divisions through establishing the Solution Engineering Division and the New Business Creation Project. I can greatly approve of these spirited and bold moves to spur on employees in many different areas.
The strength of the Company lies in both the relationship of trust with excellent customers built up over its more than 110 year history and its sound financial health. With this foundation, how should Kanaden respond to the changes in these turbulent times? To respond appropriately, in addition to enhancing personnel development and training, it is vital that the Company improves the skills and abilities of each and every employee. In this sense, my expectations of Kanaden are growing as the Company possesses plenty of potential to grow.

Outside Directors Yoshiro Nagashima

Clear results from qualitative improvement of the Board of Directors
As I began my career in financial institutions, I provide proposals and advice based on the various knowledge I gained in company management and as an auditor of listed companies.
Four years have passed since I assumed my role. At the beginning, Kanaden's Board of Directors focused largely on short-term topics and reports. However, I have recently seen not only an incredible increase in medium-to-long-term topics being deliberated from an early stage as proposals and discussion matters, but also changes throughout the operational procedures themselves of the Board of Directors. I can acknowledge an overall qualitative improvement in this governing body. I have also seen my previous suggestions about the importance of accumulating and sharing information and disseminating it horizontally across the Company take shape in various forms. In seeing the results, I feel that my suggestions have made a sufficient impact.
Role of Outside Director from a medium-to-long-term/short-term perspective
I define the role of an Outside Director from two perspectives. One is a medium-to-long-term perspective. In the case of Kanaden, that is to discuss and make proposals and give advice on medium-to-long-term strategies and investments related to overseas expansion, new businesses, human resources development, and systems in the Board of Directors. The other is a short-term perspective. For example, Outside Directors question, confirm, and advise on results forecasts, capital, and the operational status of the internal controls system. I aim to establish checks and balances from these two perspectives while doing all I can to ensure that the effective function of the Board of Directors leads to both a strengthening of businesses overall and further increased awareness of compliance. In this role, I help to ensure that Outside Directors fulfill their responsibilities.