Connectors - IRISO Electronics co.,ltd.

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CORPORATE GOVERNANCE STRUCTURE

1. Outline

Organizational StructureCompany with Audit and Supervisory Committee
Executive officer systemYes
Voluntary Nomination and Compensation CommitteeYes
Accounting auditorDeloitte Touche Tohmatsu LLC
Director 
Total 9名
 Independent Outside Director 3名
 Female Director 1名

※IRISO has the Operating Officer System with 7 0perating officers who are not directors. 

Skill Matrix

  Name Independence
Gender Key Experience, Knowledge, and Abilities Audit and Supervisory
Committee
Nomination
Committee
Remuneration
Committee
Management
in general
Industry
Experience
International
Experience
Sales /
Marketing
Manufacturing
in general
Legal /
Risk management
Financial /
Accounting
1 Masahisa Shibata   Male       Member  
2 Hitoshi Suzuki
(Chairman of the Board)
  Male       Member Member
3 Keiji Takeda   Male            
4 Akihiko Ohira   Male            
5 Shinichiro Oura   Male         Member
6 Toshihiko Miyauchi   Male       Chairperson    
7 Koji Fujita Male             Member Chairperson Member
8 Noboru Sato Male       Member Member Chairperson
9 Akemi Uchida Female           Member Member Member

2. Why IRISO set up the Audit and Supervisory Committee?

To achieve sustainable growth and increase medium-and long-term business value by following IRISO philosophy of "100-year company that creates customer value," several outside directors were appointed. They have been engaged in improving corporate governance to achieve transparency, fairness, and promptness in decision-making.

To improve the supervisory function of the Board of Directors and accelerate decision-making, IRISO recently deemed that an Audit and Supervisory Committee would be suitable for its institutional design and thus set up the Audit and Supervisory Committee with the approval of the General Meeting of Shareholders on June 26, 2018.

In addition, the Nominating Committee and Remuneration Committee as voluntary advisory bodies to the Board of Directors was set up when the Board of Directors meeting was held on June 26, 2018.

The Nominating Committee and Remuneration Committee aim at ensuring independent outside directors effectively involve and give advices for decisions made on business matters such as nominations of directors and executive remuneration, increasing the transparency and objectivity of the decision-making process of the Board of Directors, as well as improving corporate governance.

3. Committee Meeting

(1) Board of Directors Meeting

The Board of Directors meeting is held regularly every month. Temporary meetings are held as necessary to make decisions on important matters related to business management and supervise business operations.

Board of Directors 
 Percentage of Independent Outside Director33.3%
 Number of Meetings that were held13回/年(2024年度)

(2) Audit and Supervisory Committee

The Audit and Supervisory Committee members hold the Audit and Supervisory Committee meetings from time to time, attend the Board of Directors meetings, audit to ensure directors have fulfilled their duties and responsibilities, as well as performing other duties as required by laws.

The Audit and Supervisory Committee Support Office has one staff member whose main duty is to support the operation of the Committee.

The staff of the Audit Committee Support Office follow not the direction and orders of directors who are not members of the Audit and Supervisory Committee but those of the Audit and Supervisory Committee. Staff transfers, evaluations and others shall be agreed by the Audit and Supervisory Committee to ensure its independence from executive officers, as well as that the Committee's instructions have an effect on the staff of the Audit and Supervisory Committee Support Office.

Audit and Supervisory Committee 
 Total4名
 Independent Outside Director3名
 Number of Meetings that were held13回/年(2024年度)

(3) Nomination Committee and Remuneration Committee

On June 26, 2018, the Board of Directors resolved to set out the Nomination Committee and the Remuneration Committee as voluntary advisory bodies to the Board of Directors.

Both committees ensure independent outside directors effectively involve and give advices for decisions made on business matters such as nominations of Directors and Executive remuneration, increase the transparency and objectivity of the decision-making process in the Board of Directors, as well as improving corporate governance.

The Nomination Committee and Remuneration Committee are composed of at least three members selected by the resolution of the Board of Directors (more than half of the members are independent outside directors).

Nomination Committee (Voluntary) 
 Total5名
 Independent Outside Director3名
 Number of Meetings that were held5回/年(2024年度)
 Role and Authority
  • ・Director nomination: selecting candidates for directors, changing the directorship, considering drafts of resolution for removal of directors (including CEO) and others.
  • ・Board Succession Planning: Planning, deliberating and making decisions on succession planning, selection of candidates and confirmation of executive development plans and others.
Remuneration Committee (Voluntary) 
 Total5名
 Independent Outside Director3名
 Number of Meetings that were held1回/年(2024年度)
 Role and Authority
  • ・Executive Remuneration: setting out, revising, or abolishing the remuneration system for directors and executive officers, and monitoring different types of executive remuneration systems.

Composition of the Nomination Committee and Remuneration Committee (FY2025)

Nomination Committee Remuneration Committee
Koji Fujita Outside Director(Independent)
Noboru Sato Outside Director(Independent)
Akemi Uchida Outside Director(Independent)
Masahisa Shibata Chairman & Director
Hitoshi Suzuki President & Representative Director
Shinichiro Oura Board Directors

◎:Chairperson 〇:Member

(4)Executive Officer Meeting

The Company has adopted an executive officer system since May 2001 in order to separate management oversight and execution functions and to strengthen an efficient and sound business promotion system. As of June 24, 2025, there are a total of 11 executive officers, four of whom also serve as directors. The Executive Officers hold regular monthly management strategy meetings to discuss and consult on business execution, and verify the status of business execution in accordance with the decisions of the Board of Directors.