Governance -Sound business management-
Corporate governance
- Governance -
Corporate governance
We strive to strengthen our corporate governance structure in a way that is adapted to the size and nature of our business while enhancing the efficiency, transparency, and fairness of our operations, living up to the trust our stakeholders have placed in us, and upholding our commitment to enhance our corporate value continuously.
Corporate Governance Report (June 27, 2024)Basic concept
We recognize the importance of corporate governance in ensuring the company's existence and continuously increasing its value over the medium to long term based on an appropriate and continuous cooperative relationship with stakeholders with diverse values.
Our corporate group, which consists of our company and its subsidiaries, strives to enhance corporate governance based on its management philosophy, business philosophy, articles of incorporation, "FUJIKURA COMPOSITES Corporate Governance Policy," and "FUJIKURA COMPOSITES Code of Conduct," which is behavioral guidelines for CSR and compliance. We promote fair and sound management, appropriate and prompt decision-making and business operations, positive relationships with stakeholders, and compliance with laws and regulations. We will continue to improve the following: management efficiency and transparency through prompt decision-making suited to the size and nature of our corporate group, detailed business executions by the people who execute the business and is entrusted with delegated authority from the Board of Directors, monitoring and supervision of operations from a broad perspective beyond business segments or duties, such as director and audit and supervisory committee member, and more effective use of management resources.
Corporate governance structure
Board of directors and executive officers
* Click here for a summary of each biography.
Kenji Morita, President & Executive Officer
- April 1981Joined the Company
- April 2008General Manager, Administration Division; General Manager, Accounting Department of the above division; General Manager, Osaka Branch
- June 2008Director
- April 2010General Manager, Administration Division; General Manager, Accounting Department of the above division; General Manager, Internal Control Office
- April 2011General Manager, Administration Division; General Manager, Human Resources & General Affairs Department of the above division; General Manager, Internal Control Office
- April 2012Managing Director; General Manager, Sales Division; General Manager, Osaka Branch
- April 2016President
- April 2024President & Executive Officer (current)
Hidetaka Takahashi, Director, Managing Executive Officer
- April 2000Joined the Company
- April 2015Deputy General Manager, Engineering and Manufacturing Division; General Manager, Technical Department of the above division; General Manager, Kazo Plant
- June 2015Director
- April 2017Deputy General Manager, Engineering and Manufacturing Division; General Manager, Technical Department of the above division
- April 2019Deputy General Manager, Engineering and Manufacturing Division
- April 2020Chief, Engineering and Manufacturing Unit; General Manager, Business Development Department; General Manager, Business Sites Department
President, Hangzhou Fujikura Rubber Co., Ltd.
President, Anji Fujikura Rubber Co., Ltd. - April 2021Managing Director
Supervisor for Administration Division (current)
General Manager, Administration Division
General Manager, Internal Control Office (current) - April 2023Chief, Sustainability Management Office (current)
- April 2024Director, Managing Executive Officer (current)
Koichi Kanai, Director, Managing Executive Officer
- July 1997Joined the Company
- July 2009CEO, FUJIKURA GRAPHICS, INC.
- May 2013CEO, IER Fujikura, Inc.
- January 2014U.S. Head of Overseas Strategic Management Department, Sales Division
- June 2015Director
- May 2016CEO, Fujikura Composite America, Inc.
- April 2018General Manager, Sales Division
- April 2020Chief, Overseas Sites Unit
- April 2021Managing Director
Chief, Business Sites Unit
General Manager, Osaka Branch
General Manager, Industrial Goods Business Department - April 2024Director, Managing Executive Officer, President's Special Assignment (current)
Chikashi Yuge, Director and Executive Officer
- April 1984Joined the Company
- April 2018Deputy General Manager, Sales Division; General Manager, Osaka Branch
- June 2018Director
- April 2020Chief, Sales Unit; General Manager, Industrial Goods Business Department, General Manager, Osaka Branch
- May 2020Chair, FUJIKURA COMPOSITES HAIPHONG, INC.
- April 2021Chief, Engineering and Manufacturing Unit
President, Hangzhou Fujikura Rubber Co., Ltd.
President, Anji Fujikura Rubber Co., Ltd. - April 2024Director and Executive Officer (current)
Chief, Manufacturing Technology Unit (current)
Takashi Watanabe, Director and Executive Officer
- April 1993Joined the Company
- April 2016General Manager, Sports Equipment Sales Department, Sales Division (currently Sales Department, ACP Division)
- April 2020General Manager, Advanced Composite Materials Department (now ACP Division) (current)
- April 2021CEO, Fujikura Composite America, Inc.
- May 2022Chair, Fujikura Composite America, Inc.
- April 2023Deputy Chief, Business Sites Unit
- June 2023Director
- April 2024Director and Executive Officer (current)
Chief, Business Sites Unit (current)
Akiyasu Higuchi, Director and Executive Officer
- April 1994Joined the Company
- April 2007President and Director, FUJIKURA COMPOSITES HAIPHONG, INC.
- April 2014CTO, IER Fujikura Inc.
- April 2019Chief, Corporate Planning Office (current)
- April 2023Corporate Officer
- June 2024Director and Executive Officer (current)
Yoichi Nagahama, Outside Director
- April 1973Joined Fujikura Electric Wire Co., Ltd. (currently Fujikura Ltd.)
- June 2003Director of the above company
- April 2006Director, Managing Executive Officer of the above company
- April 2009President of the above company
- April 2016President and Chair of the above company
- June 2018Senior Advisor of the above company
- June 2019Outside Director of Fujikura Kasei Co., Ltd. (current)
- August 2019Director and Executive Officer (current)
- April 2020Honorary Advisor for Fujikura Ltd.
Satoshi Sasaki, Outside Director
- April 1974Joined Toray Industries, Inc.
- April 1979Entered Waseda University Graduate School (Research Student, Department of Sociology, Graduate School of Letters, Arts and Science)
- April 1981Joined Nippon Research Center, Ltd.
- April 1985Joined Sumitomo Business Consulting Co., Ltd. (currently SMBC Consulting Co., Ltd.)
- September 2016President, Prime Consulting Co., Ltd. (current)
- June 2017Outside Director of the Company (current)
Katsuo Uematsu, Director and Full-time Audit and Supervisory Committee Member
- October 1984Joined the Company
- May 2010Deputy General Manager, Sales Division; General Manager, Control Equipment Sales Department of the above division
- June 2010Director
- January 2011General Manager, Corporate Planning Office; General Manager, Control Equipment Sales Department, Sales Division
- April 2011General Manager, Corporate Planning Office
- June 2016Managing Director
General Manager, Sales Division; General Manager, Osaka Branch - April 2018General Manager, Administration Division; General Manager, Internal Control Office
- April 2020Supervisor for Administration Division
- June 2021Full-time Corporate Auditor
- June 2023Director, Full-time Audit and Supervisory Committee Member (current)
Kazuaki Hosoi, Outside Director and Audit and Supervisory Committee Member
- November 1975Joined Chiyoda Audit Corporation
- March 1979Registered as a certified public accountant
- January 1987Partner, Shinko Audit Corporation
- September 1993Representative Partner, Chuo Audit Corporation
- March 2005Registered as a licensed tax accountant
- October 2006Opened Hosoi Accounting Office (current)
- June 2007Corporate Auditor of the Company
- June 2023Director and Audit and Supervisory Committee Member of the Company (current)
Kyoko Tanaka, Outside Director and Audit and Supervisory Committee Member
- December 2011Registered as an attorney (Dai-ichi Tokyo Bar Association)
Joined Abe & Tanaka Law Office - August 2019Corporate Auditor of the Company
- January 2021Joint Managing Partner, Abe & Tanaka Law Office (current)
- June 2023Director and Audit and Supervisory Committee Member of the Company (current)
Mariko Tsurumi, Outside Director and Audit and Supervisory Committee Member
- April 1995Joined Shoko Chukin Bank (currently The Shoko Chukin Bank, Ltd.)
- December 2008Joined Ernst & Young Shinnihon (currently Ernst & Young ShinNihon LLC)
- September 2011Registered as a certified public accountant
- February 2022Established Mariko Tsurumi Certified Public Accountant Office (current)
- September 2022Outside Auditor of Carseven Digifield Co., Ltd. (current)
- December 2022Outside Auditor of uSonar Co., Ltd.
- March 2024Outside Director (Audit and Supervisory Committee Member) of uSonar Co., Ltd. (current)
- June 2024Outside Auditor, A&A Material Corporation (current)
Director and Audit and Supervisory Committee Member of the Company (current)
Reasons for Appointment of Outside Directors
Yoichi Nagahama
We have elected Mr. Nagahama as an outside director based on his extensive experience, a proven track record, and broad insight as a businessperson. Our expectation is that he would provide advice on the overall management of our company from a practical viewpoint, contributing to the enhancement of our corporate value through business expansion and strengthening of corporate governance. Mr. Nagahama previously served as an executive officer of our major shareholder. However, since he has retired from management, we have determined that he will not have any influence on the decisions of shareholders or investors, and there is no risk of a conflict of interest with general shareholders. He was, therefore, appointed as an independent director.
Satoshi Sasaki
We have elected Mr. Sasaki as an outside director with the expectation that he would provide guidance on the promotion of sound and efficient management based on his extensive educational experience and broad insight, contributing to the enhancement of our corporate value through business expansion and strengthening of corporate governance. Mr. Sasaki is the president of Prime Consulting Co., Ltd., and our company has a consulting agreement with Prime Consulting regarding personnel training. However, we have determined that the transaction amount is so small that there is no risk of a conflict of interest with general shareholders. He was, therefore, appointed as an independent director.
Kazuaki Hosoi
Mr. Hosoi is a certified public accountant and a licensed tax accountant with considerable knowledge of finance and accounting. We have elected him as an outside director and audit and supervisory committee member in order to utilize his knowledge to enhance the effectiveness of the audit function as an audit and supervisory committee member. Although there are relevant matters regarding the attributes of independent directors, we have determined that there is no risk of a conflict of interest with general shareholders. He was, therefore, appointed as an independent director.
Kyoko Tanaka
Ms. Tanaka has a high level of experience and insight in legal matters as an attorney at law. We have elected her as an outside director and audit and supervisory committee member in order to enhance the effectiveness of the audit function as an audit and supervisory committee member. Ms. Tanaka is a member of Abe & Tanaka Law Office, with which our company has a legal advisory agreement. However, we have determined that the transaction amount is so small that there is no risk of a conflict of interest with general shareholders. She was, therefore, appointed as an independent director.
Mariko Tsurumi
Ms. Tsurumi has abundant knowledge and experience in corporate accounting she accumulated over many years as a certified public accountant. We have determined that she is qualified to serve as an outside director and audit and supervisory committee member with the expectation that she would provide useful opinions to further strengthen our corporate governance and other areas. Although there are relevant matters regarding the attributes of independent directors, we have determined that there is no risk of a conflict of interest with general shareholders. She was, therefore, appointed as an independent director.
