Corporate governance System
Basic Concept of Corporate Governance
ROHM bases its corporate governance on the premise of maximizing sustainable growth and mid-to long-term corporate value of the company from the perspective of its stakeholders, and has established and announced ROHM's Corporate Governance Policy and Independence Standards for Outside Officersin conformity with Japan's Corporate Governance Code which was established by Tokyo Stock Exchange.
Corporate Governance System
The business environment in the highly competitive semiconductor industry has undergone dramatic changes. As such, ROHM's directors are well-versed in the Group's businesses and technologies and hold executive power as well as the authority to mutually supervise one another. We believe this flexible and highly effective management and governance system suits the company well.
In addition, a limit of 10 directors has been set in our Articles of Incorporation, allowing the Board of Directors to facilitate prompt and appropriate decision-making based on sufficient discussion. Two outside directors (independent) are also appointed to strengthen the mutual supervisory function of the directors.
A Board of Corporate Auditors has been established previously, whose five auditors supervise the managing activities of the directors as independent outside auditors. Moreover, an Audit Division was created as an internal auditing department that works with auditors and accounting auditors to check compliance with internal regulation and the soundness of assets.
Corporate Governance System Diagram