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Reasons for selecting directors and Meeting Attendance
Reasons for Selecting the Nine Directors Who Are Not Audit and Supervisory Committee Members and Meeting Attendance in FY2022
| name | Position | Reasons for selection | Number of shares held (as of Mar. 31, 2023) |
Meeting attendance in FY2022 | |||
|---|---|---|---|---|---|---|---|
| Board of Directors |
Audit and Supervisory Committee | Officer Nomination Council | Director Remuneration Council | ||||
| Isao Matsumoto | President, CEO (Representative) | Isao Matsumoto uses his abundant knowledge and experience from the Business Unit as well as a global perspective gained from experience overseas and contributes to improving the corporate value of the Group with strong leadership as President, and was therefore deemed suitable as a Director. | 6,248 | 15/15 | - | 3/3 | 3/3 |
| Katsumi Azuma | Member of the Board, Senior Managing Executive Officer, COO | Katsumi Azuma has attained an abundant knowledge and experience in quality improvement and production engineering primarily through the duties in production sections of semiconductors or electronic components, and he has superior ability in controlling and promoting business strategically, and was therefore deemed suitable as a Director. | 4,359 | 15/15 | - | - | - |
| Kazuhide Ino | Member of the Board, Managing Executive Officer, CFO | Kazuhide Ino has attained an abundant knowledge and experience through the duties in technology development sections of Power device and electronic components and financial experience in corporate management. In addition, from the perspective of both axes in conjunction with business operations, he has superior ability to promote business of ROHM Group, and was therefore deemed suitable as a Director. | 2,403 | 15/15 | - | - | - |
| Tetsuo Tateishi | Member of the Board, Senior Corporate Officer, CTO | Tetsuo Tateishi has attained highly specialized expertise and abundant experience as a developer, and he is familiar with a broad range of IC technologies and he has superior ability in carrying out ROHM Group’s business strategically as CTO (Chief Technology Officer), and was therefore deemed suitable as a Director. | 2,024 | 15/15 | - | - | - |
| Koji Yamamoto | Member of the Board, Senior Corporate Officer, CSO *Chief Sustainability Officer |
Koji Yamamoto has superior ability in carrying out about Sustainability, Supply Chain Management (SCM) and Risk Management based on an abundant knowledge and experience through the duties in development and production sections, and was therefore deemed suitable as a Director. | 2,731 | 15/15 | - | - | - |
| Tadanobu Nagumo | Member of the Board (Outside) | 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 ROHM's execution of business from an independent standpoint, and to provide advice on the management of ROHM's business on a wide range of issues from an international and practical perspective, and was therefore deemed suitable as a Director. | 500 | 15/15 | - | 3/3 | 3/3 |
| Peter Kenevan | Member of the Board (Outside) | 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 | 12/12 | - | - | - |
| Kuniko Muramatsu | Member of the Board (Outside) | Kuniko Muramatsu has work experience at a foreign semiconductor company. In addition, she has a wide range of knowledge and insight, nurtured through establishing and managing her own company aiming to build a foundation for a sustainable society, as well as through an extensive track record and background as an advisor in enhancing corporate ethics and promoting sustainability and diversity. 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 Group's primary focus, and was therefore deemed suitable as a Director. | 100 | 12/12 | - | - | - |
| Fukuko Inoue | Member of the Board (Outside) | Fukuko Inoue has hands-on experience with 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 | - | - | - | - |
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.
Reasons for Selecting the Four Directors Who Are Audit and Supervisory Committee Members and Meeting Attendance in FY2022
| Name | Position | Reasons for selection | Number of shares held (as of Mar. 31, 2023) |
Meeting attendance in FY2022 | |||
|---|---|---|---|---|---|---|---|
| Board of Directors |
Audit and Supervisory Committee | Officer Nomination Council | Director Remuneration Council | ||||
| Masahiko Yamazaki | Member of the Board, Audit and Supervisory Committee Member | 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. | 6,401 | 15/15 | 13/13 | - | - |
| Keita Nakagawa | Member of the Board (Outside), Audit and Supervisory Committee Member | 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. | 0 | - | - | - | - |
| Hidero Chimori | Member of the Board (Outside), 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. | 400 | 15/15 | 13/13 | 3/3 | 3/3 |
| Tomoyuki Ono | Member of the Board (Outside), 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. | 0 | - | - | - | - |
Outside Directors
Percentage of outside directors
in Board of Directors
Since June 2022, ROHM has maintained a 54% 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.
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.
Corporate Officers not holding “Member of the Board” are listed below.
| Name | Position |
|---|---|
| Motohiro Ando | Corporate Officer, Director of Corporate Strategy Headquarters |
| Tetsuo Aoki | Corporate Officer, Director of System Solutions Engineering Headquarters and in charge of Sales Management |
| Akio Fujikawa | Corporate Officer, Director of LSI Business Unit |
| Sumihiro Takashima | Corporate Officer, LAPIS Technology Co., Ltd., President |
| 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 |
| Masanori Tanimura | Corporate Officer, Director of IT Headquarters |
| Shinji Mikami | Corporate Officer, In charge of Japan・International Sales and Director of Japan Sales Headquarters |
| Takashi Miki | Corporate Officer, Director of Corporate Quality Headquarters |
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Questionnaire
