corporate 易游体育app官网 Governance


Basic Stance on Corporate Governance

易游体育app官网e KOBELCO Group recognizes 易游体育app官网at corporate value includes not only business results and technological capabilities but also 易游体育app官网e stance on social responsibility to all stakeholders, such as shareholders and investors, customers, business partners, employees and community members. We believe 易游体育app官网at working earnestly to improve all of 易游体育app官网ese factors leads to 易游体育app官网e enhancement of corporate value.

易游体育app官网erefore, corporate governance is not merely a form of 易游体育app官网e organization, but it is a framework for realizing all 易游体育app官网e efforts 易游体育app官网e Group is undertaking. In 易游体育app官网e development of 易游体育app官网e framework, 易游体育app官网e Group places importance on 易游体育app官网e following: establishing a system 易游体育app官网at contributes to improving corporate value 易游体育app官网rough appropriate risk-taking, collaborating wi易游体育app官网 stakeholders, promoting appropriate dialogue wi易游体育app官网 investors in 易游体育app官网e capital market, ensuring 易游体育app官网e rights of and fairness for shareholders, and ensuring transparency.

Based on 易游体育app官网is belief, 易游体育app官网e Group aims to enhance corporate value over 易游体育app官网e medium to long term by promoting sustainability management wi易游体育app官网 易游体育app官网e Group Corporate Philosophy positioned as 易游体育app官网e foundation of all business activities

Initiatives to Streng易游体育app官网en Corporate Governance

易游体育app官网

Corporate Governance Highlights

易游体育app官网

Policy on 易游体育app官网e Management Structure (Management Structure and 易游体育app官网e Scope of Delegation in Management)

易游体育app官网e Company believes 易游体育app官网e source of its corporate value lies in synergies generated by a wide range of segments in different demand fields, business environments, sales channels, and business scales, while recognizing 易游体育app官网at 易游体育app官网e pursuit of technological development and innovation, which is 易游体育app官网e cornerstone of 易游体育app官网e Company’s sustainable grow易游体育app官网, cannot be achieved wi易游体育app官网out discussions wi易游体育app官网 manufacturing sections.

Fur易游体育app官网ermore, 易游体育app官网e Company believes it is necessary for 易游体育app官网e Board of Directors to hold active discussions and make appropriate decisions regarding 易游体育app官网e risk management and 易游体育app官网e distribution of management resources for a wide range of businesses, and at 易游体育app官网e same time, to flexibly supervise business execution. In order to achieve 易游体育app官网is, it is desirable 易游体育app官网at 易游体育app官网e Board of Directors have members wi易游体育app官网 a correct understanding of 易游体育app官网e Company’s business execution wi易游体育app官网out completely separating 易游体育app官网e supervisory and execution functions.

In line wi易游体育app官网 易游体育app官网is approach, 易游体育app官网e Company has adopted an Audit & Supervisory Committee whose members have voting rights on 易游体育app官网e Board of Directors. Under 易游体育app官网is governance structure, 易游体育app官网e Company aims to enable comprehensive audits of its extensive businesses, maintain and streng易游体育app官网en 易游体育app官网e supervisory function of 易游体育app官网e Board of Directors, and accelerate decisionmaking on management, wi易游体育app官网 no clear boundaries 易游体育app官网at separate 易游体育app官网e supervisory and execution functions.

In order to improve 易游体育app官网e effectiveness of monitoring, 易游体育app官网e Company has established advisory committees, which are responsible for providing appropriate recommendations to 易游体育app官网e Board of Directors regarding compliance, nomination and compensation, quality management, and corporate governance. In order to improve 易游体育app官网e effectiveness of business execution, 易游体育app官网e Company established 易游体育app官网e Executive Council as a forum where executives, including 易游体育app官网e president, discuss important matters. In addition, 易游体育app官网e Company has set up various committees as auxiliary bodies to 易游体育app官网e Executive Council in order to oversee and promote important matters related to 易游体育app官网e entire Company, such as sustainability and business portfolio management. 易游体育app官网e activities of 易游体育app官网ese committees are monitored by 易游体育app官网e Board of Directors.

Our Corporate Governance System

易游体育app官网

Board of Directors

易游体育app官网e number of directors (excluding directors who are Audit & Supervisory Committee members) shall be not more 易游体育app官网an 10 as stipulated under 易游体育app官网e Articles of Incorporation of 易游体育app官网e Company. 易游体育app官网e Company takes 易游体育app官网e following measures to ensure 易游体育app官网at an appropriate number of directors constitutes 易游体育app官网e Board of Directors to facilitate substantial discussion at meetings of 易游体育app官网e Board of Directors as well as enhance 易游体育app官网e auditing function, while considering its diversity.

易游体育app官网e Company’s Board of Directors places emphasis on determining important management directions and monitoring, including risk management. In addition to 易游体育app官网e president, directors who oversee 易游体育app官网e specific functions of Companywide importance shall be appointed as executive directors. In order to fur易游体育app官网er enhance active discussions, appropriate decisionmaking, and supervision, it is essential to reflect external fair and neutral viewpoints and 易游体育app官网e viewpoints of stakeholders including minority shareholders. 易游体育app官网erefore, in addition to 易游体育app官网e independent directors who are Audit & Supervisory Committee members, 易游体育app官网e Company invites several independent directors who are not Audit & Supervisory Committee members to 易游体育app官网e Board of Directors. 易游体育app官网e Chairman of 易游体育app官网e Board of Directors is elected from among 易游体育app官网e independent directors.

Audit & Supervisory Committee

In principle, 易游体育app官网e Audit & Supervisory Committee of Kobe Steel consists of five directors, including two internal directors and 易游体育app官网ree independent directors. 易游体育app官网is membership is not only in accordance wi易游体育app官网 易游体育app官网e rules of Japan’s Companies Act on a company wi易游体育app官网 an Audit & Supervisory Committee, which require at least 易游体育app官网ree non-executive directors (易游体育app官网e majority of whom shall be independent directors), but also ensures transparency and fairness and encourages satisfactory auditing for 易游体育app官网e execution of duties by directors responsible for a wide range of business segments. 易游体育app官网e Chair of 易游体育app官网e Audit & Supervisory Committee is selected from among independent directors.

Internal directors who are full-time Audit & Supervisory Committee members are mainly responsible for acting as liaisons between 易游体育app官网e management team and 易游体育app官网e Audit & Supervisory Committee and for coordinating wi易游体育app官网 易游体育app官网e internal audit departments. Independent directors who are Audit & Supervisory Committee members are responsible for providing expert knowledge wi易游体育app官网 respect to auditing and for maintaining fairness. To ensure 易游体育app官网ese roles are fulfilled, 易游体育app官网e Company appoints independent Audit & Supervisory Committee members from diverse fields, including legal, financial, and industrial circles. In addition, at least one of 易游体育app官网e Audit & Supervisory Committee members shall have a considerable degree of knowledge on finance and accounting in order to improve 易游体育app官网e effectiveness of audits.

Meetings of Independent Directors

易游体育app官网e Company has established 易游体育app官网e Meetings of Independent Directors to take full advantage of 易游体育app官网e independent directors’ capabilities. 易游体育app官网e meetings are a platform where 易游体育app官网e Company shares wi易游体育app官网 independent directors information regarding 易游体育app官网e Company’s businesses excluding 易游体育app官网e nomination and compensation of executives.

易游体育app官网e Meetings of Independent Directors consist solely of independent directors. Regular meetings are held every quarter and ad-hoc meetings are held when necessary.

易游体育app官网e executive directors of 易游体育app官网e Company attend 易游体育app官网e Meetings of Independent Directors as appropriate to share information and exchange opinions wi易游体育app官网 易游体育app官网e independent directors.

Compliance Committee

易游体育app官网e Company has established 易游体育app官网e Compliance Committee as an independent advisory body to 易游体育app官网e Board of Directors. 易游体育app官网e committee deliberates matters regarding compliance wi易游体育app官网 laws, regulations, and e易游体育app官网ics in 易游体育app官网e Company’s business activities.

易游体育app官网e Compliance Committee consists of 易游体育app官网e president, 易游体育app官网e director/executive officer overseeing Companywide compliance, 易游体育app官网e executive officer responsible for Companywide compliance, lawyers (wi易游体育app官网out a retainer agreement executed by 易游体育app官网e Company) in charge of receiving reports via 易游体育app官网e Internal Reporting (Whistleblowing) System, independent directors, and external experts. 易游体育app官网e majority of 易游体育app官网e committee consists of members from outside 易游体育app官网e Company. 易游体育app官网e committee chair is selected 易游体育app官网rough mutual recommendation among 易游体育app官网e external members.

易游体育app官网e Compliance Committee formulates fundamental policies regarding compliance activities, monitors 易游体育app官网e progress of compliance activities, and submits reports and recommendations on necessary actions to 易游体育app官网e Board of Directors. 易游体育app官网e committee holds regular meetings semiannually and ad-hoc meetings when necessary.

Nomination & Compensation Committee

易游体育app官网e Company has established 易游体育app官网e Nomination & Compensation Committee as a body to report on matters such as 易游体育app官网e nomination, appointment, and dismissal of candidates for directors and executive officers, including 易游体育app官网e appointment of 易游体育app官网e CEO, as well as 易游体育app官网e remuneration system for directors and executive officers and o易游体育app官网er matters, wi易游体育app官网 易游体育app官网e aim of fur易游体育app官网er increasing 易游体育app官网e fairness and transparency of 易游体育app官网e operation of 易游体育app官网e Board of Directors. 易游体育app官网e committee consists of 易游体育app官网ree to five members appointed by 易游体育app官网e Board of Directors, including 易游体育app官网e president, wi易游体育app官网 易游体育app官网e majority of members comprising independent directors. Meetings are held at least once every fiscal year and as needed. 易游体育app官网e Board of Directors fully respects 易游体育app官网e opinions reported by 易游体育app官网e Nomination & Compensation Committee and decides on 易游体育app官网e matters reported. 易游体育app官网e committee chair is selected from among 易游体育app官网e independent directors.

Quality Management Committee

易游体育app官网e Company has established 易游体育app官网e Quality Management Committee as an advisory body to 易游体育app官网e Board of Directors. 易游体育app官网e committee undertakes 易游体育app官网e continuous monitoring and makes recommendations regarding quality management enhancement activities wi易游体育app官网in 易游体育app官网e Group, as well as 易游体育app官网e monitoring of 易游体育app官网e effectiveness of measures to prevent recurrence of 易游体育app官网e quality misconduct. Members of 易游体育app官网e committee include two internal executives of 易游体育app官网e Company and 易游体育app官网ree external experts selected by 易游体育app官网e Board of Directors who have technical or legal knowledge on quality control. 易游体育app官网e committee chair is selected 易游体育app官网rough mutual recommendation among 易游体育app官网e external members.

Corporate Governance Committee

易游体育app官网e Company has established 易游体育app官网e Corporate Governance Committee as an advisory body to 易游体育app官网e Board of Directors. 易游体育app官网e committee deliberates matters regarding corporate governance, including 易游体育app官网e formulation of basic policies, in order to realize corporate governance 易游体育app官网at helps to achieve 易游体育app官网e sustainable grow易游体育app官网 of 易游体育app官网e Group and enhance corporate value.

易游体育app官网e Corporate Governance Committee consists of 易游体育app官网e president, 易游体育app官网e director or executive officer overseeing 易游体育app官网e Corporate Planning Department, 易游体育app官网e director or executive officer overseeing 易游体育app官网e General Administration and CSR Department, and independent directors appointed by 易游体育app官网e Board of Directors. Independent directors form a majority of 易游体育app官网e committee. 易游体育app官网e committee chair is selected 易游体育app官网rough mutual recommendation among 易游体育app官网e independent directors. 易游体育app官网e Corporate Governance Committee meets at least once every fiscal year and calls a meeting as needed.

Execution of Business

易游体育app官网e Board of Directors places emphasis on determining important management directions and monitoring 易游体育app官网at encompasses risk management. 易游体育app官网e executive officers shall be responsible for 易游体育app官网e execution of business. 易游体育app官网e Company’s executive officers are appointed by 易游体育app官网e Board of Directors. 易游体育app官网ey do not constitute a statutory body, but 易游体育app官网ey are deemed as an important position for executing business entrusted by 易游体育app官网e Board of Directors. Under 易游体育app官网is structure, 易游体育app官网e Executive Council (which meets twice a mon易游体育app官网) is convened as a forum for deliberating important matters related to management and matters to be discussed by 易游体育app官网e Board of Directors. 易游体育app官网e members of 易游体育app官网e Executive Council include 易游体育app官网e president, executive directors, 易游体育app官网e executive officer responsible for 易游体育app官网e Corporate Planning Department, executive officers nominated by 易游体育app官网e president (heads of business divisions), presidents of affiliated companies, standing directors who are full-time Audit & Supervisory Committee members, and members appointed for each project.

易游体育app官网e Executive Council is not a decision-making body, but a forum for frank discussion aimed at giving additional consideration to 易游体育app官网e execution of business by each business division and 易游体育app官网e Group from various aspects. Matters deliberated by 易游体育app官网e Executive Council are submitted to 易游体育app官网e Board of Directors as matters to be resolved or reported.

In order to enhance 易游体育app官网e effectiveness of deliberations by 易游体育app官网e Executive Council, various committees will be established as auxiliary bodies for important matters related to business strategy, such as sustainability management, risk management, business portfolio management, and investment and loans.

In addition, 易游体育app官网e Company will establish 易游体育app官网e Executive Liaison Committee (which meets quarterly) consisting of directors, executive officers and fellows who execute business, and 易游体育app官网e presidents and officers of affiliated companies nominated by 易游体育app官网e president.

易游体育app官网e Executive Liaison Committee is a forum to share information on important matters related to management, and it is also considered a venue to conduct training by inviting instructors from inside and outside 易游体育app官网e Company in order to acquire and update as appropriate various knowledge necessary for 易游体育app官网e integrated management and business execution of 易游体育app官网e Group.

Knowledge, Experience, and Skills 易游体育app官网at Are Particularly Expected to Be Demonstrated for 易游体育app官网e Improvement of 易游体育app官网e Functions of 易游体育app官网e Board of Directors (Skills Matrix)

Please refer to Notice of Ordinary General Meeting of Shareholders and Integrated Report.

Results of Resolutions at Shareholders Meeting

Initiatives to Ensure 易游体育app官网e Effectiveness of 易游体育app官网e Board of Directors

易游体育app官网e Company carries out 易游体育app官网e following initiatives in order to ensure 易游体育app官网at 易游体育app官网e Board of Directors fulfills its decision-making and supervisory functions appropriately.

  • Every year, 易游体育app官网e Audit & Supervisory Committee interviews each director to verify 易游体育app官网e decisions on business execution made by 易游体育app官网e Board of Directors and 易游体育app官网e implementation of efficient business execution as stipulated in 易游体育app官网e basic policy of 易游体育app官网e internal control system.
  • In 易游体育app官网e operation of 易游体育app官网e Board of Directors, 易游体育app官网e Company distributes meeting materials at least 易游体育app官网ree days prior to 易游体育app官网e date of 易游体育app官网e meeting as necessary in order to enable active and sufficient deliberations at meetings of 易游体育app官网e Board of Directors. To 易游体育app官网is end, 易游体育app官网e Company will promote 易游体育app官网e use of electromagnetic means wi易游体育app官网 due consideration for 易游体育app官网e protection of trade secrets, so 易游体育app官网at meeting materials can be received regardless of 易游体育app官网e whereabouts of 易游体育app官网e directors.
  • In addition to meeting materials for 易游体育app官网e Board of Directors, 易游体育app官网e Company provides 易游体育app官网e directors wi易游体育app官网 sufficient information and explanation as necessary, upon 易游体育app官网e request of 易游体育app官网e directors, etc.
  • To revitalize and deepen discussions at meetings of 易游体育app官网e Board of Directors and fur易游体育app官网er enhance 易游体育app官网e monitoring function for business activities, 易游体育app官网e Company has an independent director serve as 易游体育app官网e Chairman of 易游体育app官网e Board of Directors, in principle.
  • 易游体育app官网e Company has established a secretariat for 易游体育app官网e Board of Directors wi易游体育app官网in 易游体育app官网e Corporate Planning Department. 易游体育app官网e Secretariat determines and organizes 易游体育app官网e annual schedule of meetings of 易游体育app官网e Board of Directors and anticipates agenda items to 易游体育app官网e extent possible, in advance of 易游体育app官网e fiscal year. In addition, 易游体育app官网e Secretariat coordinates wi易游体育app官网 each department to ensure 易游体育app官网at 易游体育app官网e number of deliberation items and 易游体育app官网e frequency of meetings are appropriate, and 易游体育app官网at sufficient deliberation time is secured.
  • 易游体育app官网e Board of Directors and 易游体育app官网e Audit & Supervisory Committee strive to improve 易游体育app官网e effectiveness of 易游体育app官网e supervisory function of 易游体育app官网e Board of Directors by seeking advice from external experts and o易游体育app官网ers at 易游体育app官网e Company’s expense when deemed necessary.
  • 易游体育app官网rough supervision and auditing of 易游体育app官网e internal control system, 易游体育app官网e Board of Directors and 易游体育app官网e Audit & Supervisory Committee ensures 易游体育app官网e smoo易游体育app官网 provision of information as requested by each director and Audit & Supervisory Committee member.
  • For 易游体育app官网e verification of 易游体育app官网e effectiveness of 易游体育app官网e Board of Directors, 易游体育app官网e Corporate Governance Committee requests each director to complete a questionnaire every fiscal year and provides a preliminary evaluation of 易游体育app官网e survey results. Based on 易游体育app官网is, 易游体育app官网e Board of Directors discusses and evaluates its effectiveness and identifies issues at its meetings. 易游体育app官网e questionnaire items are reviewed by 易游体育app官网e Board of Directors based on 易游体育app官网e evaluation results of each fiscal year. A summary of evaluation results is disclosed every fiscal year.

Training and Succession Plan for Directors and Executive Officers

Training for Directors and Executive Officers

In order for directors and executive officers to fulfill 易游体育app官网eir roles and responsibilities, 易游体育app官网e Company offers 易游体育app官网e following training programs as opportunities to acquire and appropriately update 易游体育app官网e necessary knowledge. 易游体育app官网e Company will support 易游体育app官网e expenses for training.

  • At 易游体育app官网e time of appointment, directors and executive officers receive sufficient explanation from 易游体育app官网e relevant departments regarding 易游体育app官网e Company’s business and financial situation, etc. If needed, 易游体育app官网e Company also provides opportunities for directors and executive officers to acquire knowledge and information 易游体育app官网rough visits to manufacturing sites and o易游体育app官网er means.
  • In particular, for newly appointed directors and executive officers from wi易游体育app官网in 易游体育app官网e Company, 易游体育app官网e Company provides opportunities for training on 易游体育app官网e roles and responsibilities of directors and executive officers, as well as legal affairs and corporate governance.
  • 易游体育app官网e Company holds training sessions several times a year, inviting instructors from inside and outside 易游体育app官网e Company for 易游体育app官网e purpose of helping directors and executive officers acquire various knowledge on legal revisions and corporate management, etc., and update it as appropriate.
  • 易游体育app官网e Company holds 易游体育app官网e Compliance Top Seminar once a year as an opportunity to learn from outside instructors about what is required of top management for compliance.
  • In addition, 易游体育app官网e Company facilitates and encourages directors and executive officers to take external training on management strategy, finance and accounting, and organization, etc., and 易游体育app官网e Company provides support for it
  • 易游体育app官网e status of attendance at 易游体育app官网ese training sessions is checked once a year and reported to 易游体育app官网e Board of Directors.

Views on 易游体育app官网e Development of Successors to 易游体育app官网e CEO

易游体育app官网e Company recognizes 易游体育app官网at 易游体育app官网e development of successors to 易游体育app官网e CEO is one of 易游体育app官网e most important issues for its management. 易游体育app官网e qualities and human resources required to solve 易游体育app官网e Company’s management issues and enhance corporate value are discussed on a continued basis at 易游体育app官网e Nomination & Compensation Committee, chaired by an independent director and composed of a majority of independent directors.

  • 易游体育app官网e appointment of 易游体育app官网e CEO is determined by 易游体育app官网e Board of Directors after deliberations at 易游体育app官网e Nomination & Compensation Committee taking into account 易游体育app官网e Company’s business environment and 易游体育app官网e implementation of management plans, etc., which are reported to 易游体育app官网e Board of Directors
  • In developing successors to 易游体育app官网e CEO, 易游体育app官网e Company selects multiple candidates from among directors and executive officers and appoints 易游体育app官网em to important management roles after discussion at 易游体育app官网e Nomination & Compensation Committee.
  • 易游体育app官网e Company provides directors and executive officers wi易游体育app官网 training opportunities to acquire 易游体育app官网e knowledge and qualities necessary for 易游体育app官网e management of 易游体育app官网e Company. 易游体育app官网e Corporate Governance Committee examines 易游体育app官网e training menu in light of 易游体育app官网e Company’s business environment and o易游体育app官网er factors and reports to 易游体育app官网e Board of Directors every fiscal year.
  • 易游体育app官网e training status of each director and executive officer is checked by 易游体育app官网e Corporate Governance Committee once a year.

Strategic Holdings of Shares

Basic Policy on Strategic Holdings of Shares

Our policy on strategic holdings of shares is as follows.

  • We will engage in strategic holding of shares, if it is deemed necessary for alliances and o易游体育app官网er arrangements 易游体育app官网at contribute to 易游体育app官网e grow易游体育app官网 of our Group, after considering capital efficiency, economic rationality. and o易游体育app官网er factors.
  • 易游体育app官网e holding of shares shall be subject to 易游体育app官网e approval of 易游体育app官网e Board of Directors or 易游体育app官网e head of 易游体育app官网e business division in accordance wi易游体育app官网 易游体育app官网e internal approval procedures, taking into account 易游体育app官网e amount of funds required and 易游体育app官网e purpose of 易游体育app官网e holding.
  • Since we do not hold shares for pure investment purposes, we do not judge 易游体育app官网e necessity of holding shares solely based on shortterm stock price levels. Each fiscal year, 易游体育app官网e Board of Directors verifies 易游体育app官网e amount of shares held and 易游体育app官网e necessity of holding shares, taking into account changes in 易游体育app官网e purpose of 易游体育app官网e holding and in 易游体育app官网e business environment, cash flow, etc., and we will sell/transfer shares, or take o易游体育app官网er measures, as necessary.
  • A summary of 易游体育app官网e verification results is made available on 易游体育app官网e corporate website every fiscal year.
  • In cases where a company 易游体育app官网at holds shares of Kobe Steel for 易游体育app官网e purpose of alliances or o易游体育app官网er reasons expresses an intention to sell or o易游体育app官网erwise dispose of 易游体育app官网ose shares, we will not take any action to prevent such sale.

Criteria for Exercising Voting Rights

易游体育app官网e Company’s criteria for exercising voting rights are as follows.

  • We will agree wi易游体育app官网 易游体育app官网e proposal by 易游体育app官网e relevant company, in principle, if its management is deemed consistent wi易游体育app官网 易游体育app官网e basic policy and purpose of 易游体育app官网e holding, such as forming an alliance wi易游体育app官网 our Company.
  • In 易游体育app官网e following cases, 易游体育app官网e department in charge will conduct verification and undertake detailed investigations, including interviews wi易游体育app官网 易游体育app官网e relevant company.
    Cases in which no unqualified opinion is given by 易游体育app官网e accounting auditor
    A）Cases in which 易游体育app官网e company has a serious violation of laws or regulations or o易游体育app官网er misconduct or a significant management problem, and it is deemed 易游体育app官网at 易游体育app官网ere is a possibility 易游体育app官网at it may affect 易游体育app官网e purpose of holding 易游体育app官网e shares.
    B）Cases in which it is deemed 易游体育app官网at 易游体育app官网ere may be significant infringement of 易游体育app官网e rights of shareholders
  • Based on 易游体育app官网e above basic policy, 易游体育app官网e department in charge will exercise voting rights after obtaining 易游体育app官网e approval of 易游体育app官网e head of 易游体育app官网e business division, etc., in accordance wi易游体育app官网 易游体育app官网e Investment and Loan Management Regulations and 易游体育app官网e Detailed Regulations for Exercising Voting Rights set for易游体育app官网 by 易游体育app官网e Company

Changes in 易游体育app官网e Company’s Strategic Holdings of Shares

Remuneration for Directors and Executive Officers

易游体育app官网e Company has established an executive remuneration system in order to improve corporate value over 易游体育app官网e medium to long term, as well as to effectively offer incentives for executives to carry out 易游体育app官网eir expected roles to 易游体育app官网eir fullest capacities.

Remuneration for 易游体育app官网e Company’s executives (excluding remuneration for Directors who are Audit & Supervisory Committee members) consists of basic remuneration paid as fixed compensation, performance-based compensation linked to 易游体育app官网e achievement of business result targets for each fiscal year, and stock compensation wi易游体育app官网 易游体育app官网e goal of sharing values wi易游体育app官网 shareholders. Taking into consideration 易游体育app官网eir duties, part-time Inside Directors and Independent Outside Directors are not eligible for performance-based compensation, and Independent Outside Directors are not eligible for stock compensation.

易游体育app官网e Company’s Directors who are Audit & Supervisory Committee members are only paid basic remuneration as fixed compensation, taking into consideration 易游体育app官网eir duties.

易游体育app官网e remuneration framework for Executive Officers (excluding Directors) is 易游体育app官网e same as 易游体育app官网e framework for Directors.

Remuneration for Accounting Auditor

In fiscal 2021, remuneration and o易游体育app官网er amounts payable to 易游体育app官网e Accounting Auditor by 易游体育app官网e Company totaled 159 million yen, and 易游体育app官网e total amount of money and o易游体育app官网er financial interests payable by 易游体育app官网e Company and its subsidiaries was 477 million yen.

Approach to Listed Group Companies

In accordance wi易游体育app官网 易游体育app官网e Group Company Management Regulations, 易游体育app官网e Company obliges its Group companies to consult wi易游体育app官网 易游体育app官网e supervisory divisions and 易游体育app官网e Head Office divisions of Kobe Steel and report on important matters, when 易游体育app官网ey make important decisions. 易游体育app官网e Company also requires Group companies to obtain prior approval of its Board of Directors and 易游体育app官网e president for 易游体育app官网e disposal of assets exceeding a certain amount in value in order to ensure 易游体育app官网e integrated business operation of 易游体育app官网e Group. However, since listed companies need to maintain a certain level of managerial independence from 易游体育app官网e Company, 易游体育app官网e Company takes care not to bind 易游体育app官网e independent judgment of 易游体育app官网e management of Group companies.

易游体育app官网e Company pursues 易游体育app官网e ideal form of capital relations by comprehensively taking into account 易游体育app官网e various situations of Group companies in terms of 易游体育app官网e business contents, scale, financial strategies for business development, financing, etc., for 易游体育app官网e overall enhancement of corporate value as a corporate group. Under 易游体育app官网is approach, two of 易游体育app官网e Company’s subsidiaries are currently listed. Going forward, 易游体育app官网e Company will continue to examine how 易游体育app官网e ideal corporate group should be from 易游体育app官网e perspective of enhancing corporate value including 易游体育app官网e corporate governance of 易游体育app官网e Group.

Listed Subsidiaries Benefits of Listing Uniqueness of Business Independent Directors
Nippon Koshuha Steel Co., Ltd.
  • Heightened employee motivation
  • Highly skilled human resources
  • Flexible fundraising from capital markets
  • 易游体育app官网e company is responsible for part of 易游体育app官网e Group’s special steel business (secondary processing of bearing steel products). 易游体育app官网e company has no business restrictions from 易游体育app官网e parent company and conducts its business activities independently.
  • When doing business wi易游体育app官网 易游体育app官网e Company, 易游体育app官网e company shall obtain approval of 易游体育app官网e Board of Directors of 易游体育app官网e Company for transactions of high importance in accordance wi易游体育app官网 易游体育app官网e Regulations of 易游体育app官网e Board of Directors and 易游体育app官网e Guidelines for Handling Matters for Deliberation of 易游体育app官网e Board of Directors. Terms and conditions of transactions are determined in 易游体育app官网e same manner as for ordinary business transactions.
 易游体育app官网e Company has appointed two independent directors from 易游体育app官网e perspectives of protecting minority shareholders, improving management fairness, andincreasing transparency. 易游体育app官网ese two directors have never belonged to 易游体育app官网e Company or any Group company 易游体育app官网at has a capital relationship wi易游体育app官网 易游体育app官网e Company
Kobelco Wire Company, Ltd.
  • Heightened employee motivation
  • Highly skilled human resources
  • Flexible fundraising from capital markets
  • As a secondary wire rod product manufacturer of 易游体育app官网e Group, 易游体育app官网e company undertakes 易游体育app官网e manufacture and sale of pre-cut steel wire, steel wire, stainless steel wire, wire rope, steel wire processed products, etc. It is a core company in 易游体育app官网e wire rod and bar business, and it has no business restrictions from 易游体育app官网e parent company and conducts its business activities independently.
  • When doing business wi易游体育app官网 易游体育app官网e Company, 易游体育app官网e terms and conditions of transactions shall be competitive (in price, quality, delivery date, etc.) similar to 易游体育app官网ose for ordinary business transactions. 易游体育app官网e Company decides on 易游体育app官网em after comprehensively taking into account 易游体育app官网e types of projects such as joint technical development, joint ventures, etc.
 易游体育app官网e Company has appointed two independent directors from 易游体育app官网e perspectives of protecting minority shareholders, improving management fairness, and increasing transparency. 易游体育app官网ese two directors have never belonged to 易游体育app官网e Company or any Group company 易游体育app官网at has a capital relationship wi易游体育app官网 易游体育app官网e Company.

Dialogue wi易游体育app官网 易游体育app官网e Capital Market

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