Corporate Governance System

NGK Group’s basic policy on corporate governance is to ensure legality in business activities and transparency in management. The NGK Group has established a structure that can respond swiftly to changes in the business environment and built and maintains shareholder-focused system to ensure fair management.
To put this policy into practice, NGK has chosen the governance structure of a company with an Audit & Supervisory Board. We have established a corporate governance system that increases the effectiveness of corporate governance through debate and deliberation on important matters. This was accomplished by establishing the Executive Committee, Sustainability Management Committee, Risk Management Committee and various other committees to support the president in making decisions, in addition to the General Meeting of Shareholders, Board of Directors, and Audit & Supervisory Board.
NGK recognizes the need for swift, optimal decision-making and execution to respond to changes in the business environment. We have therefore introduced an executive officer system to segregate the management decision-making and supervisory function from the business execution function to clearly define the roles of and strengthen each function.
To strengthen the supervisory and oversight function of the Board of Directors, we have mandated reporting to Board of Directors from the key committees among committees that handle various risks surrounding NGK. To ensure that the objectives of the Corporate Governance Code are thoroughly implemented, we established the Nomination and Compensation Advisory Committee, Corporate Council, Conference of Outside Directors and Outside Audit & Supervisory Board Members, the Business Ethics Committee, and other committees.
In addition, we have established the NGK Group Corporate Business Principles and Code of Conduct to stipulate how everyone working for the NGK Group should execute their jobs so that they abide by society’s laws and NGK Group’s Articles of Incorporation and comply with corporate ethics. All executives and employees are well versed in the code and are obligated to abide by it.

The NGK Board of Directors has established the following systems to ensure that directors comply with laws and regulations and NGK’s Articles of Incorporation in the execution of their duties. This includes the systems deemed necessary to ensure the appropriateness of NGK’s business operations as well as the operations of the NGK Group consisting of NGK and its subsidiaries. The business execution organizational bodies that report to the president are responsible for operating these systems.

The NGK Group has established and maintains a fair, shareholder-oriented management system to ensure the legality of its business activities and the transparency of management, and to respond swiftly to changes in the business environment.
To this end, NGK has established the Board of Directors, the Board of Corporate Auditors, the Management Meeting, the Sustainability Management Committee, and the Risk Management Committee, among others, to deliberate on and oversee important matters.

Corporate Governance Organizational Chart

The NGK Group is strengthening its Corporate Governance system through initiatives such as the introduction of an executive officer system, the reinforcement of oversight and monitoring functions, and the development of an outside director system. Through these efforts, the NGK Group is enhancing transparency and the quality of decision-making. The NGK Group will continue to pursue ongoing enhancements to improve the effectiveness of its corporate governance.