Corporate Governance

Basic Concept

The Company recognizes that corporate governance is "to clarify the fairness, transparency, and legality of corporate decision-making and responsibility systems to shareholders and society" and regards it as an important management issue. To live up to the trust and expectations of all stakeholders, we are committed to the following basic policies.

Policy

Basic Policy

  1. We will strive to respect the rights of shareholders and ensure their equality.
  2. We will consider the interests of our stakeholders, including our shareholders, and strive for appropriate cooperation with them.
  3. We will strive to ensure the appropriate disclosure and transparency of corporate information.
  4. We will strive to appropriately execute the roles and responsibilities of the Board of Directors to ensure transparent, fair, prompt, and decisive decision-making.
  5. We will strive to engage in constructive dialogue with shareholders who have investment policies that are consistent with the medium- and long-term interests of shareholders.

Corporate Governance Structure

The Board of Directors, which includes four external directors, makes decisions on management policies, etc., and supervises the execution of business operations, and the Board of Corporate Auditors audits the execution of duties by directors. The Company has also established the Nomination Committee and the Compensation Committee as advisory bodies to the Board of Directors to enhance corporate governance.

Members per Institution (as of July 2026) and Attendance Rate in FY2025

Name Independence Board of Directors Board of Corporate Auditors Management Committee Nomination Committee and Remuneration Committee Sustainability Committee
Representative Director, President Mikio Kobayashi ◎ 6/6 times ◎ 14/14 times ◎ 2/2 times
Representative Director, Managing Executive Officer Kazuhiro Tsukamoto 6/6 times 14/14 times 22/22 times 2/2 times
Director, Managing Executive Officer Takenosuke Yasufuku 6/6 times ―（newly appointed） 2/2 times
Director, Managing Executive Officer Yoshikazu Kotera ―（newly appointed） ―（newly appointed） 1/1 times*1
Director Executive Officer Nobuo Oki 6/6 times
Director Damri Tunshevavong 6/6 times
Outside Director Kunitoshi Takeda ○ 6/6 times ◎ 22/22 times*2 2/2 times
Outside Director Motomu Takahashi ○ 6/6 times 22/22 times 2/2 times
Outside Director Pimjai Wangkiat ○ 6/6 times
Outside Director Hitoshi Mano ○ ―（newly appointed） ―（newly appointed） ―（newly appointed）
Auditor Kengo Nakaya 6/6 times 14/14 times
Outside Auditor Shigeaki Katayama ○ 6/6 times ◎ 14/14 times 12/12 times
Outside Auditor Mikio Nakajo ○ 6/6 times 14/14 times
  • ◎ Indicates the chairperson or committee chairperson.
  • *1 Mr. Yoshikazu Kotera was appointed as a Sustainability Committee member on December 1, 2025. Accordingly, the attendance record reflects his participation in the Sustainability Committee held after his appointment.
  • *2 Mr. Kunitoshi Takeda was appointed as Chairperson of the Nomination and Remuneration Committee on June 26, 2026.

Corporate Governance Structure

Board of Directors

The Board of Directors consists of 10 directors (four of whom are external directors), and holds regular meetings four times a year in principle, with extraordinary meetings held as necessary. The Board of Directors monitors and supervises the status of business execution by the directors by deliberating on matters stipulated in laws and ordinances, the Articles of Incorporation, and the Board of Directors Regulations, in addition to reports on business execution by the directors in charge, and by exchanging questions, proposals, and opinions among the directors. The Company's Articles of Incorporation stipulate that the Board of Directors may adopt resolutions based on written resolutions with the consent of all directors.

Board of Corporate Auditors

The Board of Corporate Auditors consists of three members: two full-time corporate auditors (one of whom is an external corporate auditor) and one part-time corporate auditor (an external corporate auditor). In cooperation with external directors and the Internal Audit Office, they audit the decision-making process of the Board of Directors and the status of business execution by directors.

Management Committee

It is attended by the President, and Directors and Managing Executive Officers, as well as, if necessary, relevant directors and corporate auditors, including external directors. It is responsible for decision-making on matters entrusted by the Board of Directors (excluding matters exclusively decided by the Board of Directors as stipulated in the Companies Act), as well as deliberating, deciding, and managing policies and plans for business execution. In addition to decision-making on matters entrusted by the Board of Directors (excluding matters exclusively decided by the Board of Directors as stipulated in the Companies Act), the Board of Directors deliberates, decides, and manages policies and plans for business execution.

Nomination Committee and Remuneration Committee

The Company has established the Nomination Committee and the Remuneration Committee as voluntary advisory bodies to the Board of Directors. The purpose of the Nomination Committee and the Remuneration Committee, as voluntary advisory bodies to the Board of Directors, is to enhance the transparency and objectivity of the decision-making process of the Board of Directors for decisions on matters such as nomination and compensation and to strengthen corporate governance. The Committee consists of three external directors, one external corporate auditor, and one internal director selected by resolution of the Board of Directors, and is chaired by an external director.

Officers

The Company's Board of Directors consists of 10 directors, including four external directors (including one foreign male and one foreign female), each with a wealth of knowledge and experience in corporate management and international business development, regardless of nationality, race, or gender, and we believe that the Board functions well as an effective Board of Directors.
The Board of Corporate Auditors consists of three corporate auditors, including two external corporate auditors. One of the corporate auditors has sufficient knowledge of finance and accounting, and one of the corporate auditors is an attorney at law with sufficient knowledge of legal matters.

Composition of the Board of Directors and Board of Corporate Auditors

Nomination and Election Policy and Dismissal Criteria for Directors and Corporate Auditors

The policies and procedures of the Board of Directors for the election and dismissal of senior management and the nomination and dismissal of candidates for Directors and Corporate Auditors are as follows.

  1. Policies and procedures for the appointment of candidates for directors and corporate auditors, including senior management
    <Director>
    （Policy）
    The applicant must meet the following criteria.
    1. (1) A person who fully understands and can put into practice the "Management Philosophy," "Management Policy," and "Employee Code of Conduct".
    2. (2) A person who has a strong will to maximize shareholder value and corporate value and who can exercise strong leadership to that end.
    3. (3) Those with practical insight and mature business judgment skills
    4. (4) A person with a high level of ethics, integrity, and values
    （Procedure）

    The Nomination Committee, chaired by an external director, deliberates on this matter and resolves the matter at a meeting of the Board of Directors.

    <Corporate Auditor>
    （Policy）
    The applicant must meet the following criteria.
    1. (1) A person who has excellent character, insight, and high ethical standards, and who can fulfill the responsibilities of his/her position.
    2. (2) A person who can secure independence from business executors and maintain a fair and unbiased attitude.
    3. (3) At least one person with sufficient knowledge of finance and accounting
    （Procedure）
    The Nomination Committee, chaired by an external director, deliberates on these matters, and after obtaining the consent of the Board of Corporate Auditors, the Board of Directors passes a resolution.
  2. Policies and procedures for dismissal of directors and corporate auditors, including senior management
    （Policy）
    If any one of the following criteria is met, the proposal for dismissal will be made.
    1. (1) A socially reprehensible relationship with antisocial forces is recognized.
    2. (2) Violation of laws, regulations, the Articles of Incorporation, or other Group regulations, causing significant loss or business disruption to our Group.
    3. (3) Significant impediment to the execution of duties.
    4. (4) Each requirement of the appointment criteria is no longer met.
    （Procedure）
    If circumstances arise that require the dismissal of a Director, Corporate Auditor, or senior management member, the Nomination Committee shall deliberate the matter promptly, and the Board of Directors shall take into consideration the results of such deliberation and pass a resolution for the dismissal of the Director, Corporate Auditor, or senior management member, respectively. The dismissal of directors and corporate auditors is carried out following the provisions of the Companies Act, etc.
    The reasons for the election and dismissal of directors, corporate auditors, and senior management will be disclosed as necessary, such as in the reference materials of the notice of the general meeting of shareholders.

Evaluating the Effectiveness of the Board of Directors

We conduct surveys (questionnaires) of each director and corporate auditor regarding the operation of the Board of Directors, utilizing a third-party organization. Based on the results, multiple discussions are held among the directors and corporate auditors, and it is reported to the Board of Directors that there are no problems with the operation of the Board of Directors and that its effectiveness is ensured.
The questionnaires to date have made recommendations on the composition of the Board of Directors, further enhancement of discussions on management policy (direction of growth strategy, etc.), further enhancement of discussions on business strategy, financial strategy, and human capital management, and consideration of an incentive-based executive remuneration system, and we have implemented measures such as ensuring diversity of the Board of Directors, speeding up and enhancing discussions and decision making by dividing the functions of the Board of Directors and the Management Committee, formulation of a human resources strategy aligned with Vision 2030 and introducing performance-linked compensation, including a stock-based remuneration system.
Based on the above questionnaire, we will continue to examine ways to enhance the effectiveness of the Board of Directors and further improve governance.

Ensuring Transparency and Objectivity of Executive Remuneration

The Company has established the Nomination Committee and the Remuneration Committee, which are voluntary advisory bodies to the Board of Directors, to enhance the transparency and objectivity of the decision-making process of the Board of Directors for decisions on matters such as nomination and compensation, and strengthen corporate governance. The committee consists of three external directors, one external corporate auditor, and one internal director selected by resolution of the Board of Directors, and the committee is chaired by an external director.
The Company's policy regarding the determination of remuneration, etc. for directors (excluding non-executive directors and external directors) is as follows.

Policy on Determining Remuneration, etc. of Individual Directors

    a.Basic policy
  • The remuneration, etc. of individual Directors shall promote the execution of their duties in accordance with the Group’s “Mission, Vision, Yamato SPIRIT” and the priority strategies set forth in the “Vision 2030.”
  • To become a “company with stronger governance” and a “company that continuously engages in constructive dialogue with shareholders and investors and commits to corporate value enhancement,” the remuneration, etc. shall motivate the achievement of specific management targets set forth in the priority strategies, etc.
  • To ensure that the remuneration, etc. functions as a sound incentive for the sustained growth of the Group, the proportions and levels of performance-linked remuneration (linked to short-term results, the status of execution of duties, etc.) and share-based remuneration (linked to corporate value) shall be appropriately set.
  • The remuneration, etc. shall provide treatment commensurate with the Company’s officers, taking into consideration the scale of social roles and responsibilities assumed by the Group, trends among competitors including the steel industry, trends among companies of similar scale in corporate value, and changes in the business environment.

    • b.Remuneration composition and remuneration levels
  • The remuneration of Directors (referring to Directors excluding Outside Directors and Part-time Directors) shall consist of fixed “base remuneration” and “representative director remuneration,” and variable “performance-linked remuneration” and “share-based remuneration.”
  • The proportions of “base remuneration and representative director remuneration, performance-linked remuneration, and share-based remuneration” for the execution of business operations, based on the standard amounts, shall be set at 50%:35%:15% for the President and 50%:40%:10% for other Directors.
  • The remuneration levels shall be set at appropriate amounts, taking into account the responsibilities of the Company’s individual Directors, future changes in the business environment, and other relevant factors, with reference to objective officer remuneration survey data, etc.
  • The remuneration of Outside Directors and Part-time Directors shall consist solely of fixed “base remuneration.”

    • c.Performance-linked remuneration
  • The amount of monetary remuneration to be paid to individual Directors as performance-linked remuneration shall vary within the range of 0% to 200% of the standard amount for each position, depending on the status of achievement of financial targets, strategic targets, improvement targets, etc.

    • d.Performance-linked, post-delivery restricted shares (Restricted Shares)
  • The Company’s common shares shall be delivered ex post facto, depending on the level of achievement of management indicators emphasized by the Company as of the expiration of the performance evaluation period, after setting a transfer restriction period. The performance evaluation period shall be one year (each fiscal year).

    • e.Remuneration determination procedures
  • To ensure the transparency and objectivity, matters concerning remuneration, etc. for individual Directors shall be determined by the Board of Directors after deliberation and recommendations by a voluntary Remuneration Committee composed mainly of Independent Outside Directors. In its deliberations, the Remuneration Committee shall take into account changes in the business environment, opinions of shareholders and investors, etc. and shall appropriately obtain information necessary for deliberations from the standpoint of transparency and objectivity.
  • Regarding the targets for the level of achievement of individual targets and their evaluation in the process of determining the amount of performance-linked remuneration for individual Directors, the Representative Director and President, delegated by the Board of Directors, shall prepare a draft following interviews with respective Directors, and the Representative Director shall determine them after deliberation by the Remuneration Committee. The determined targets for the level of achievement of individual targets and their evaluation results shall be appropriately reported to the Board of Directors to ensure the objectivity and fairness of the evaluation. The final amount of performance-linked remuneration to be paid to individual Directors shall be drafted by the Representative Director and finalized by the Board of Directors after deliberation by the Remuneration Committee.
  • In addition, in the event that the Company’s performance deteriorates, or an accident, misconduct, or any other event occurs that is deemed serious enough to damage the Company’s corporate value, etc., the remuneration, etc. of Directors may be reduced or not be paid if the Board of Directors so determines.

Fostering a Sustainability Mindset among Directors

Our Group’s major domestic companies provide opportunities for training by inviting external lecturers and participating in external seminars as necessary to help management and supervisory personnel acquire the necessary knowledge and develop a sustainability mindset.

Sustainability TOP

Environment
Governance