Member of the Board and Corporate OfficerCorporate Governanc
*As of March 31, 2025
Reasons for selecting directors and Meeting Attendance
Reasons for Selecting the Ten Directors Who Are Not Audit and Supervisory Committee Members and Meeting Attendance in FY2023
| name | Position | Reasons for selection | Number of shares held (as of Mar. 31, 2024) |
Meeting attendance in FY2023 | |||
|---|---|---|---|---|---|---|---|
| Board of Directors |
Audit and Supervisory Committee | Officer Nomination Council | Director Remuneration Council | ||||
| Isao Matsumoto | President (Representative Director), Chief Executive Officer | Isao Matsumoto has attained an abundant knowledge and experience through the duties in Business Unit, as well as the global perspective through the experience overseas, drives to achieve the Medium-Term Management Plan and contributes to improve corporate value and sustainable growth of the whole group by strong leadership as the President, and was therefore deemed suitable as a Director. | 28,728 | 15/15 | - | 9/9 | 7/7 |
| Katsumi Azuma | Member of the Board, Senior Managing Executive Officer, in charge of Quality, Production, General Purpose Device Business and Module Business ROHM Apollo Co., Ltd., President | Katsumi Azuma has attained an abundant knowledge and experience in quality improvement and production engineering primarily through the duties in production sections of semiconductors and electronic components. In addition, he has superior ability in managing and promoting business strategically and contributes to the group-integrated management as the President of important subsidiary, and was therefore deemed suitable as a Director. | 20,064 | 15/15 | - | - | - |
| Kazuhide Ino | Member of the Board, Managing Executive Officer, in charge of Power Device Business | Kazuhide Ino has attained an abundant knowledge and experience through the duties in technology development sections of Power device and electronic components. In addition, he has superior ability to drive Power device business strategically which is the ROHM Group's primary focus, and was therefore deemed suitable as a Director. | 11,432 | 15/15 | - | - | - |
| Tetsuo Tateishi | Member of the Board, Senior Corporate Officer, in charge of Research & Development, IT, Legal & Intellectual Property and LSI Business | Tetsuo Tateishi has attained highly specialized expertise and abundant experience as a LSI developer, and he is familiar with a broad range of LSI technologies and he has superior ability drive intellectual asset management about Research & Development, Intellectual Property and other of ROHM Group strategically, and was therefore deemed suitable as a Director. | 9,912 | 15/15 | - | - | - |
| Koji Yamamoto | Member of the Board, Senior Corporate Officer, in charge of SCM and Administration | Koji Yamamoto has attained an abundant knowledge and experience through the duties in development and production sections. In addition, he has superior ability to supervise administrative operations about Sustainability, Supply Chain Management (SCM) and Risk Management and other, and was therefore deemed suitable as a Director. | 12,440 | 15/15 | - | - | - |
| Tetsuo Aoki | Member of the Board, Senior Corporate Officer, in charge of Sales and Marketing | Tetsuo Aoki has attained an abundant knowledge and experience through the duties in sales sections for many years. In addition, he has superior ability to manage domestic and overseas sales organizations and promote organizational reforms cross-sectionally, to drive global marketing and sales strategy using maximized resources, and was therefore deemed suitable as a Director. | 7,325 | - | - | - | - |
| Tadanobu Nagumo | Outside Director, Member of the Board, Chairperson of the Board | Tadanobu Nagumo has attained an abundant knowledge and experience acquired as a top executive of a listed company that operates globally and he has a proven track record of aggressively promoting global strategies. Additionally, as an engineer he has a high level of insight in the field of manufacturing. He is expected to contribute to further strengthening oversight of the ROHM's execution of business from an independent standpoint, to provide advice on the management of the ROHM's business on a wide range of issues from an international and practical perspective, and to manage appropriately the Board of Directors as the Chairperson, and was therefore deemed suitable as a Director. | 2,000 | 15/15 | - | 9/9 | 7/7 |
| Peter Kenevan | Outside Director, Member of the Board | Peter Kenevan has extensive knowledge and abundant experience in corporate finance, mergers and acquisitions (M&As), among other fields, nurtured over the years through working for a consulting firm. He also has a proven track record serving as the Japan Country Manager of a company that operates globally. He is expected to contribute to further strengthening oversight of the ROHM's execution of business from an independent standpoint, and to provide advice on the management of the ROHM's business on a wide range of issues from an international and practical perspective, and was therefore deemed suitable as a Director. | 0 | 15/15 | - | - | - |
| Fukuko Inoue *1 | Outside Director, Member of the Board | Fukuko Inoue has real-world work experiences of strategic human resources at global companies and an international organization. In addition, she is a university professor who has a wide range of knowledge and insight, nurtured as an academic expert in organizational development and human resource management. She is expected to contribute to further strengthening oversight of the ROHM's execution of business from an independent standpoint, and to provide advice on the human capital management, which is the ROHM Group's primary focus. She is therefore deemed suitable as an Outside Director. Though she has never previously engaged in company management in any way other than serving as an outside officer, she is deemed suitable as an Outside Director for these reasons. | 0 | 12/12 | - | - | - |
| Aiko Kozaki | Outside Director, Member of the Board | Aiko Kozaki has the practical experience with a Japanese leading asset management company and private think tank and a wide range of knowledge and insight about resolution of social issues improved through study experience in the U.S. In addition, she is an expert of sustainable finance who has abundant experiences nurturing new businesses. She is expected to contribute to further strengthening oversight of the ROHM's execution of business from an independent standpoint, and to provide advice on the sustainability-focused management, which is the ROHM's Group primary focus. She is therefore deemed suitable as an Outside Director. | 0 | - | - | - | - |
Tadanobu Nagumo, Peter Kenevan, Kuniko Muramatsu, Fukuko Inoue, Hidero Chimori, Keita Nakagawa and Tomoyuki Ono are Members of the Board (Outside), and the Company has designated them as Independent Directors pursuant to the rules of the Tokyo Stock Exchange.
1 Due to being elected as a Director at the 65th General Shareholders Meeting held on June 27, 2023, the number of board of directors meetings attended differs from that of other Directors.
Reasons for Selecting the Four Directors Who Are Audit and Supervisory Committee Members and Meeting Attendance in FY2023
| Name | Position | Reasons for selection | Number of shares held (as of Mar. 31, 2024) |
Meeting attendance in FY2023 | |||
|---|---|---|---|---|---|---|---|
| Board of Directors |
Audit and Supervisory Committee | Officer Nomination Council | Director Remuneration Council | ||||
| Masahiko Yamazaki | Member of the Board, Audit and Supervisory Committee Member (Full-time) | Masahiko Yamazaki has attained an abundant knowledge and experience through the duties in the administration sections such as general affairs, human resources and legal affairs and he has a proven track record of overall management of ROHM Group's Administration sections for many years and he was therefore deemed suitable as a director who is an Audit and Supervisory Committee Member. | 25,704 | 15/15 | 13/13 | - | - |
| Keita Nakagawa *1 | Member of the Board, Audit and Supervisory Committee Member (Full-time) | Keita Nakagawa is expected to be able to utilize knowledge and insight through long-time experience at a financial institution as well as a global perspective nurtured through overseas assignments and abundant experience as the responsible for an internal audit division and the Director in charge of Compliance to coordinate with the Internal Audit Department and to strengthen audit and supervisory functions of management from an independent perspective, and is therefore deemed suitable as an outside director who is an Audit and Supervisory Committee Member. | 200 | 12/12 | 12/12 | 8/8 | 5/5 |
| Hidero Chimori | Outside Director, Member of the Board, Audit and Supervisory Committee Member | Hidero Chimori is expected to be able to utilize professional knowledge and experience, wide insight as an attorney-at-law to ensure proper decision-making of the Board of Directors and to strengthen audit and supervisory functions of the Board of Directors from an independent perspective, and was therefore deemed suitable as an outside director who is an Audit and Supervisory Committee Member. | 1,900 | 15/15 | 15/15 | 9/9 | 7/7 |
| Tomoyuki Ono *1 | Outside Director, Member of the Board, Audit and Supervisory Committee Member | Tomoyuki Ono is expected to be able to utilize professional knowledge and experience, wide insight as a certified public accountant and practical experience at business companies, etc. to ensure transparency and integrity for decision-making of the Board of Directors and to strengthen audit and supervisory functions of management from an independent perspective. The Company has deemed him suitable as an Outside Director who is an Audit and Supervisory Committee Member. Though he has never previously engaged in company management in any way other than serving as an outside officer, he is therefore deemed suitable as an outside director who is an Audit and Supervisory Committee Member. | 100 | 12/12 | 12/12 | - | - |
1 Due to being elected as a Director at the 65th General Shareholders Meeting held on June 27, 2023, the number of board of directors meetings attended differs from that of other Directors.
Outside Directors
Percentage of outside directors
in Board of Directors
Since June 2022, ROHM has maintained a 50% ratio of outside directors in its Board of Directors.
Percentage of outside directors
that are independent officers
ROHM has formulated Independence Standards for Outside Officers to supervise and advise management from an independent perspective. Currently, all seven of our outside directors meet these standards.
Independence Standards for Outside Officers (PDF:37KB)
Director Skill Matrix
Corporate Officer
In order to complement functions of the Board of Directors and establish a more flexible management structure which can appropriately and swiftly respond to the rapidly, ROHM have introduced corporate officer system since Sep. 2019.
The Corporate Officers other than those who also serve as Board members are as follows.
| Name | Position |
|---|---|
| Motohiro Ando | Corporate Officer, in charge of Finance and Director of Corporate Strategy Headquarters |
| Sumihiro Takashima | Corporate Officer, Director of LSI Business Unit |
| Tsuguki Noma | Corporate Officer, Director of Power Devices Business Unit |
| Tsuguru Ariyama | Corporate Officer, Director of General Purpose Device Business Unit |
| Tetsuhiro Tanabe | Corporate Officer, Director of Module Business Unit |
| Syoji Higashida | Corporate Officer, Director of WP Production Headquarters |
| Satoshi Fujitani | Corporate Officer, Director of AP Production Headquarters |
| Masanori Tanimura | Corporate Officer, Director of IT Headquarters |
| Shinji Mikami | Corporate Officer, in charge of Japan and International Sales |
| Takashi Miki | Corporate Officer, Director of Corporate Quality Headquarters |
Questionnaire
