Corporate Governance Sustainability

Basic Approach to Corporate Governance

Our basic approach to corporate governance is to establish an effective management structure and internal control system and implement the necessary measures to ensure efficient, sound, and transparent management, with the aim of continuously enhancing corporate value. We regard these efforts as one of our most important management priorities.

Corporate Governance Report (Announced on July 10, 2026)

Matters Relating to the Functions of Business Execution, Auditing and Oversight, Nomination, and Remuneration Decisions
(Overview of the Current Corporate Governance Structure)

The Company is a company with an Audit & Supervisory Committee and has established a Board of Directors, an Audit & Supervisory Committee, and an accounting auditor.

The Company’s Articles of Incorporation stipulate that the number of Directors (excluding Directors who are Audit & Supervisory Committee Members) shall not exceed eight, and that the number of Directors who are Audit & Supervisory Committee Members shall not exceed five.

The term of office is one year for Directors (excluding Directors who are Audit & Supervisory Committee Members) and two years for Directors who are Audit & Supervisory Committee Members.

Corporate Governance Structure

Corporate Governance Structure

1. Board of Directors

The Board of Directors consists of Directors other than those who are Audit & Supervisory Committee Members, as well as three Directors who are Audit & Supervisory Committee Members. In addition to holding regular meetings every month, the Board of Directors convenes extraordinary meetings as necessary.

The Board of Directors makes decisions on important matters concerning business execution and receives reports on the status of business operations, thereby exercising appropriate oversight.

2. Audit & Supervisory Committee

The Audit & Supervisory Committee consists of three members: one full-time Audit & Supervisory Committee Member and two outside Directors who are Audit & Supervisory Committee Members. The Committee meets monthly.

Through attendance at important meetings, including meetings of the Board of Directors and the Management Committee, as well as through direct interviews, the Audit & Supervisory Committee Members receive reports on business execution from Directors, Executive Officers, and other employees. They also express their opinions as necessary and conduct rigorous audits and oversight of the legality and appropriateness of the execution of duties by Directors other than those who are Audit & Supervisory Committee Members.

3. Executive Officers Committee

The Company introduced the Executive Officer system on July 1, 2015, in order to separate management decision-making from business execution and thereby facilitate faster and more efficient decision-making.

The Company’s Articles of Incorporation stipulate that the Board of Directors may, by resolution, delegate all or part of the authority to make decisions on important matters concerning business execution to Directors. Accordingly, with respect to important matters concerning business execution that were previously handled by the Board of Directors, the Company has delegated authority to the Representative Director and President by resolution of the Board of Directors, except for matters requiring approval by the Board of Directors. These important matters concerning business execution are deliberated at the Executive Officers’ Meeting, which is chaired by the Representative Director and President, who also serves as an Executive Officer.

The Executive Officers’ Meeting, which includes Executive Officers (including those who concurrently serve as Directors) and the presidents of subsidiaries, is held monthly and as necessary. The meeting works to facilitate prompt decision-making and improve the efficiency of business execution. Matters resolved by the Executive Officers’ Meeting are promptly reported to the Board of Directors.

4. Management Committee

To ensure the smooth operation of the Group’s companies, the Company holds a monthly Management Committee meeting comprising Directors (including Directors who are Audit & Supervisory Committee Members), Executive Officers, and officers of Group subsidiaries. At these meetings, the Company reports on and discusses the status of the Group companies and the Company’s businesses, and verifies the implementation status of relevant measures.

5. Internal Audit Office

The Company has established an Internal Audit Office as its internal audit function. The Internal Audit Office conducts regular internal audits of each department in cooperation with the Audit & Supervisory Committee.

6. Accounting Auditor

The Company has appointed Deloitte Touche Tohmatsu LLC as its Accounting Auditor and undergoes accounting audits in accordance with the Companies Act and the Financial Instruments and Exchange Act.

7. Limitation of Liability Agreement

The Company has entered into limitation of liability agreements with its three Directors who are Audit & Supervisory Committee Members, pursuant to Article 427, Paragraph 1 of the Companies Act and the Company’s Articles of Incorporation, limiting their liability for damages under Article 423, Paragraph 1 of the same Act. The maximum amount of liability for damages under these agreements is the minimum liability limit stipulated in Article 425, Paragraph 1 of the Companies Act.

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