Management system
Organization (As of July 1, 2020)
Corporate Strategic Planning Division
Representative from Overseas
General Administration & Communications Division President and Representative Board of Member of the Board, Legal & Compliance Division Directors Representative Member of the Board Human Resources Division
Finance & Controller’s Division
Executive Committee Quality Assurance Division
Auditing Dept.
Board of Intellectual Property Division Corporate Corporate Auditors Auditors Information Systems Division
Purchasing & Logistics Division Corporate Auditors Office Corporate Marketing Planning Dept.
Global Environment Business Strategic Planning Dept.
Life Innovation Business Strategic Planning Dept.
Branches
Affiliated Companies Division
Fibers & Textiles Division
Resins & Chemicals Division
Films Division
Torayca & Advanced Composites Division
Electronic & Information Materials Division
Pharmaceuticals & Medical Products Division
Water Treatment & Environment Division
Technology Center
Manufacturing Division
Engineering Division
Research & Development Division
Toray Industries, Inc. Integrated Annual Report 2020 51 Members of the Board and Corporate Auditors (As of June 23, 2020)
President and Representative Member of the Board Representative Member of the Board Akihiro Nikkaku Yukichi Deguchi
Representative Member of the Board Mitsuo Ohya
Representative Member of the Board Koichi Abe
Member of the Board Masahiko Okamoto Member of the Board Satoru Hagiwara Member of the Board Minoru Yoshinaga
Member of the Board Kazuyuki Adachi
Toray Industries, Inc. Integrated Annual Report 2020 52 Member of the Board (Outside) Ryoji Noyori
Member of the Board (Outside) Member of the Board (Outside) Member of the Board (Outside) Susumu Kaminaga Kazuo Futagawa Kunio Ito
Corporate Auditor Toru Fukasawa
Corporate Auditor Shogo Masuda
Corporate Auditor (Outside) Hiroyuki Kumasaka
Corporate Auditor (Outside) Toshio Nagai Corporate Auditor (Outside) Kazuya Jono
Toray Industries, Inc. Integrated Annual Report 2020 53 Management Team (As of June 23, 2020)
Members of the Board President and Representative Member of the Board Representative Member of the Board Representative Member of the Board Representative Member of the Board Akihiro Nikkaku Koichi Abe Yukichi Deguchi Mitsuo Ohya 1973 Joined the Company 1977 Joined the Company 1973 Joined the Company 1980 Joined the Company 2001 General Manager, Engineering Division; 2004 General Manager, Aichi Plant 2009 Assistant General Manager, Research & 2009 General Manager, Industrial & Textile Fibers General Manager, Second Engineering Dept. 2005 Vice President (Member of the Board) Development Division Division 2002 Vice President (Member of the Board) 2009 Senior Vice President (Member of the Board) 2009 Vice President (Member of the Board) 2012 Vice President (Member of the Board) 2004 Senior Vice President (Member of the Board) 2011 Senior Vice President (Member of the Board & 2012 Senior Vice President (Member of the Board) 2014 Retired from Vice President (Member of the 2006 Senior Vice President (Member of the Board & Member of the Executive Committee) 2014 Senior Vice President (Member of the Board and Board) Member of the Executive Committee) 2013 Senior Vice President and Representative Member of the Executive Committee) President and Representative Member of the 2007 Executive Vice President and Representative Member of the Board 2018 Executive Vice President and Representative Board, Toray International, Inc. Member of the Board 2014 Executive Vice President and Representative Member of the Board 2016 Senior Vice President (Member of the Board & 2010 President and Representative Member of the Board Member of the Board 2020 Executive Vice President (Representative Member of the Executive Committee) 2020 President and Representative Member of the 2020 Executive Vice President (Representative Member of the Board) (incumbent) 2020 Executive Vice President (Representative Board, Chief Executive Officer, Chief Operating Member of the Board) (incumbent) Member of the Board) (incumbent) Officer (incumbent)
Member of the Board Member of the Board Member of the Board Member of the Board Satoru Hagiwara Kazuyuki Adachi Minoru Yoshinaga Masahiko Okamoto 1981 Joined the Company 1980 Joined the Company 1979 Joined the Company 1986 Joined the Company 2012 General Manager, Industrial Films Division; 2017 Director, Toray Industries (Thailand) Co., Ltd.; 2008 General Manager, Manufacturing Division 2009 Vice President (Member of the Board), Toray Chairman, Toray Films Europe S.A.S.; Chairman, President, Luckytex (Thailand) Public Company (Torayca & Prepreg Manufacturing, ACM Industries (Malaysia) Sdn. Berhad; Vice Toray Plastics Europe S.A. Limited; Chairman, Thai Toray Textile Mills Technology Dept.) President (Member of the Board), Penfabric 2012 Vice President (Member of the Board) Public Company Limited 2011 Vice President (Member of the Board) Sdn. Berhad; General Manager on Special 2014 Senior Vice President (Member of the Board) 2018 Senior Vice President (Member of the Board) 2015 Chief Executive Representative for the Americas; Assignment, Finance & Controller’s Division 2017 President and Representative Member of the 2020 Senior Vice President (Member of the Board) Chief Representative for the Americas; (Finance & Controller’s Chief for Malaysia) Board, Toray Advanced Film Co., Ltd. (incumbent) Chairman, Toray Holding (U.S.A.), Inc.; President, 2011 General Manager on Special Assignment, 2020 Senior Vice President (Member of the Board) Toray Industries (America), Inc.; General International Division (incumbent) Manager, Torayca & Advanced Technology and 2013 General Manager, Finance Dept. Manufacturing for the Americas 2017 General Manager, Controller’s Dept. 2019 General Manager, Torayca & Advanced Composite 2020 Corporate Vice President (Member of the Board) Division (Carbon Fiber Business Strategy) (incumbent) 2020 Senior Vice President (Member of the Board) (incumbent)
Member of the Board (Outside) Member of the Board (Outside) Member of the Board (Outside) Member of the Board (Outside) Kunio Ito Ryoji Noyori Susumu Kaminaga Kazuo Futagawa 2002 Dean, Graduate School of Commerce and 1997 Dean, Graduate School of Science and School 1969 Joined Sumitomo Precision Products CO., LTD. 1980 Joined the Ministry of Health and Welfare Management and Faculty of Commerce and of Science, Nagoya University 1995 Representative Director, Surface Technology 2012 Director-General of Minister’s Secretariat, the Management, Hitotsubashi University 2001 Director, TAKASAGO INTERNATIONAL Systems Ltd. Ministry of Health, Labour and Welfare 2004 Executive Vice President and Board Member, CORPORATION (incumbent) 2000 Director, Sumitomo Precision Products CO., LTD. 2014 Director-General, Health Policy Bureau, the Hitotsubashi University 2003 President, RIKEN 2002 Managing Director, Sumitomo Precision Ministry of Health, Labour and Welfare 2013 Director, Kobayashi Pharmaceutical Co., Ltd. 2004 Special Professor, Nagoya University Products CO., LTD. 2015 Vice-Minister of Health, Labour and Welfare (incumbent) (incumbent) 2004 President, Sumitomo Precision Products CO., LTD. 2017 Retired from Vice-Minister of Health, Labour 2014 Director, Seven & i Holdings Co., Ltd. (incumbent) 2015 Director-General, Center for Research and 2012 Senior Advisor, Sumitomo Precision Products and Welfare Vice President (Member of the Board) of the Development Strategy, Japan Science and CO., LTD.; Representative Director, SK Global 2018 Special Advisor on Policy, Social Security Company Technology Agency (incumbent) Advisers Co., Ltd. (incumbent) Reform Office, Cabinet Secretariat 2018 Research Professor, Department of Business Vice President (Member of the Board) of the 2012 Director, DEFTA Capital (incumbent) 2020 Member of the Board of the Company (incumbent) Administration, Hitotsubashi University Company 2016 Outside Director, Olympus Corporation (incumbent) Business School (incumbent) 2020 Member of the Board of the Company (incumbent) 2020 Member of the Board of the Company (incumbent) 2020 Member of the Board of the Company (incumbent)
Corporate Auditors
Corporate Auditor Corporate Auditor Outside Corporate Auditor Outside Corporate Auditor Outside Corporate Auditor Shogo Masuda Toru Fukasawa Toshio Nagai Kazuya Jono Hiroyuki Kumasaka 1975 Joined the Company 1978 Joined the Company 2008 Chief Research Officer, Supreme 1977 Joined Mitsui Bank, Limited 1973 Joined FUSO Audit Corporation 2006 Assistant General Manager, 2003 Executive Officer, Chori Co., Ltd. Court 2005 Executive Officer, Sumitomo Mitsui (later MISUZU Audit Corporation) Affiliated Companies Division; 2005 General Manager on Special 2012 President, Hiroshima High Court Banking Corporation 2007 Chairs of the Board of Council; General Manager, Affiliated Assignment, Corporate Strategic 2013 President, Osaka High Court 2007 Managing Executive Officer, Head, Tokyo Office, the Audit Companies Administration Dept.; Planning Division; General Manager 2014 Mandatorily retired Sumitomo Mitsui Banking Corporation General Manager on Special on Special Assignment, Registered as a lawyer (The Dai-ichi Corporation Representative Liquidator, the Audit Assignment, Corporate Strategic Investor Relations Dept. Tokyo Bar Association) 2010 Senior Managing Director, Corporation Planning Division 2006 General Manager, Controller’s Dept. Takusyou Sogo Law Office Sumitomo Mitsui Banking 2008 Outside Corporate Auditor, 2007 Vice President (Member of the 2010 Chief Executive Representative for (incumbent) Corporation MATSUDA SANGYO CO., LTD. Board) Americas; Chief Representative for 2015 Outside Corporate Auditor of the 2012 Retired 2011 External Corporate Auditor of the 2011 Senior Vice President (Member of America; Chairman, Toray Holding Company (incumbent) Representative Director, President & Board, Japan Airlines Co., Ltd. the Board) (U.S.A.), Inc.; President, Toray 2016 Outside Corporate Auditor, CEO, Citibank Japan Ltd. 2015 Outside Audit and Supervisory 2016 Senior Vice President (Member Industries (America), Inc. SUMITOMO CORPORATION 2014 Retired Committee Member, MATSUDA of the Board and Member of the 2012 Vice President (Member of the Board) (incumbent) 2015 Outside Corporate Auditor of the SANGYO CO., LTD. Executive Committee) 2015 Senior Vice President (Member of Company (incumbent) 2019 Outside Corporate Auditor of the 2017 Corporate Auditor (incumbent) the Board) 2019 Outside Corporate Auditor, Brother Company (incumbent) 2018 Senior Vice President (Member Industries (incumbent) of the Board and Member of the Executive Committee) 2020 Corporate Auditor (incumbent)
Toray Industries, Inc. Integrated Annual Report 2020 54 President, Vice Presidents, and Executive Fellow
President Executive Vice President Executive Vice President Executive Vice President Akihiro Nikkaku Koichi Abe Yukichi Deguchi Mitsuo Ohya President, Chief Executive Officer, Chief Executive Vice President, Intellectual Executive Vice President, Corporate Strategic Executive Vice President, Vice President, Operating Officer Property Division, Global Environment Planning Division; Quality Assurance Marketing and Sales; Corporate Marketing Business Strategic Planning Dept., and Life Division; Legal & Compliance Division Planning Dept., and branches; Affiliated Innovation Business Strategic Planning (Security Trade Administration Dept.), HS Companies Division Dept.; Technology Center; Toray Human Business Development Dept. Resources Development Center
Senior Vice President Senior Vice President Senior Vice President Senior Vice President Hiroshi Otani Satoru Hagiwara Kazuyuki Adachi Minoru Yoshinaga Senior Vice President, Water Treatment Senior Vice President, Films Division; Senior Vice President, Purchasing & Logistics Senior Vice President, Torayca & Advanced & Environment Division; Chairman, Toray Chairman, Toray Films Europe S.A.S. Division; Manufacturing Division Composites Division; Chairman, Toray Asia Pte. Ltd.; Chairman, Toray Membrane Carbon Fibers Europe S.A. (Foshan) Co., Ltd.
Senior Vice President Senior Vice President Senior Vice President Senior Vice President Yasuo Suga Hirofumi Kobayashi Kazuhiko Shuto Tetsuya Tsunekawa Senior Vice President, Chief Representative Senior Vice President, Pharmaceuticals & Senior Vice President, Chief Representative Senior Vice President, Research & for Europe; President, Toray Industries Medical Products Division; Pharmaceuticals for China; Beijing Office; Chairman and Development Division; Basic Research Europe GmbH & Medical Products Division (Technology & President, Toray Industries (China) Co., Ltd.; Center Manufacturing) Chairman,Toray Sakai Weaving & Dyeing (Nantong) Co., Ltd.
Senior Vice President Senior Vice President Corporate Vice President Corporate Vice President Shigeki Taniguchi Kenichiro Miki Satoru Nishino Hideki Hirabayashi Senior Vice President, Human Resources Senior Vice President, Fibers & Textiles Corporate Vice President, Films Technology Corporate Vice President, CSR & Investor Division Division; Osaka Head Office & Manufacturing Division Relations; Legal & Compliance Division; General Administration & Communications Division; Tokyo Head Office
Corporate Vice President Corporate Vice President Corporate Vice President Corporate Vice President Hiroshi Enomoto Nobuyuki Inohara Hajime Ishii Hiroyuki Matsuda Corporate Vice President, Electronic & Corporate Vice President, Resins & Corporate Vice President, Fibers & Textiles Corporate Vice President, Information Information Materials Division Chemicals Division Division; Global SCM Division Systems Division; Engineering Division
Corporate Vice President Vice President Vice President Vice President Masahiko Okamoto Young Kwan Lee Teh Hock Soon Yoshio Yamamoto Corporate Vice President, Finance & Vice President, Chief Representative Vice President, Chief Representative Vice President, Legal & Compliance Division Controller’s Division for Republic of Korea; President, Toray for Malaysia; President,Toray Industries Industries Korea Inc.; Chairman, Toray (Malaysia) Sdn. Berhad; Chairman, Penfabric Advanced Materials Korea Inc. Sdn. Berhad; Chairman, Toray Malaysia Systems Solution Sdn. Bhd.; Chairman, P.T. Century Textile Industry Tbk
Vice President Vice President Vice President Vice President Kazuaki Takabayashi Kei Shimaji Yuichiro Iguchi Osamu Tsuneki Vice President, Chief Representative Vice President, Chief Representative for Vice President, Electronic & Information Vice President, Purchasing & Logistics for Thailand; President, Toray Industries Americas; President, Toray Industries Materials Division (Technology & Division; Raw Materials Purchasing Dept. (Thailand) Co., Ltd.; Chairman, Toray Textiles (America), Inc. Manufacturing) (Thailand) Public Company Limited
Vice President Vice President Executive Fellow Kazuyuki Yakushiji Yasuo Fukuda Akihiko Kitano Vice President, Composite Materials Vice President, Fibers & Textiles Technology Automotive & Aircraft Center; Technology & Manufacturing Division & Manufacturing Division ACM Technology Division
Toray Industries, Inc. Integrated Annual Report 2020 55 Corporate Governance
Basic Policy execution and supervises the execution of duties by the From the outset, one of Toray Group’s managerial principles members of the Board. The Board of Corporate Auditors has been that the purpose of a company is to contribute includes outside corporate auditors and independently to society. The Group has developed the Toray Philosophy audits the execution of duties by the members of the Board, that incorporates this principle. The Group systematizes separately from the Board of Directors and the executing t o o o t oa a a t o o t o the Toray Philosophy as a Corporate Philosophy, Corporate organization. This framework is designed to secure the Missions, Corporate Guiding Principles, etc. Among these, transparency and fairness of decision made by the Board Year the Corporate Missions call for desirable relationships with of Directors. In addition, there is a Governance Committee, Total stakeholders and enunciate the Group’s commitment to which serves as a voluntary advisory body to the Board of number of Board shareholders “To practice sincere and trustworthy man- Directors. The Governance Committee deliberates on all members Outside directors included agement.” In addition, the Corporate Guiding Principles matters relating to corporate governance, enhancing the Percentage of outside directors stipulate the Group’s commitment to ”acting with fairness, effectiveness of governance by the Board of Directors. high ethical standards and a strong sense of responsibility Members of the Board and corporate auditors, as offi- while complying with laws, regulations and social norms to cers directly elected at the general meeting of stockholders, earn trust and meet social expectations.” clearly recognize fiduciary responsibility to stockholders who When establishing the corporate governance structure, the have entrusted the management and appropriately fulfill their Group seeks to realize these philosophies as its basic policy. respective roles while discharging accountability about man- agement status to stockholders and other stakeholders. Outline of Governance System and Reasons for Adopting the System Strengthening the Governance Framework As Toray Group supplies a wide range of industries with basic In fiscal 2020, Toray Group set the number of members materials and globally plays an active part in a broad scope of the Board of Directors to 12 (seven less than the pre- of business fields, it is necessary to evaluate various risks vious fiscal year) and the number of outside directors to multilaterally based on expertise relevant to the worksites, four (two more than the previous fiscal year) in order to not only for management judgment and decision-making improve the effectiveness of the Board of Directors and but also for oversight. To that end, the Board of Directors to strengthen the business execution framework. The formulates a structure in which members of the Board famil- Group also introduced an executive officer system for the iar with Toray Group businesses oversee management and purpose of flexibly implementing management execution make decisions from various viewpoints. based on quick decision-making that accurately reflects the Toray operates as a company with a Board of Corporate business environment and changes therein. The Board of Auditors and Board of Directors. The Board of Directors, Directors both establishes the scope of business execu- which includes outside directors, decides on the business tion entrusted to the vice presidents and supervises the
Corporate Governance Structures
General Meeting of Stockholders
Election Election Election Decision-making, Oversight Functions Cooperation Board of Corporate Auditors Audit Board of Directors Report Governance Committee Independent Auditor 5 Corporate Auditors 12 members of the Board 7 members including (3 outside corporate auditors) (4 outside directors) 4 outside directors Audit Cooperation Audit Cooperation Business Execution Functions
Auditing Dept. President Company-wide Committees
Conference Organs Ethics and Compliance Committee Risk Management Committee Executive Committee CSR Committee, etc.
Internal audit Divisions, Departments, Subsidiaries
Departmental Committees and Corferences
Toray Industries, Inc. Integrated Annual Report 2020 56 execution of their duties. Moreover, the Group increased of the Board and four outside directors (the committee the number of Governance Committee members, which continues to be chaired by an outside director). As a result, had consisted of one internal member of the Board and this move ensures that discussions and reports by the two outside directors until now, to three internal members Committee are made from a variety of perspectives.