Partⅳcorporate Governance
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PartⅣ Corporate Governance Over the years, NYK has worked consistently to enhance its corporate History of Enhancing Governance Establishment of governance system and improve internal 2000 2010 Governance Committee control. Unfortunately, however, the NYK We established the Governance Committee as an Group’s execution of business operations 2006 Established Advisory Board 2008 Abolished Advisory Board and elected Outside Directors organization for increasing the objectiveness and was found to be inadequate last year. In 2010 Filed notification of all Outside Directors and Audit and Supervisory Board members as independent officers Enhance management independence mainly of Outside Directors and Audit and addition to seriously reflecting on this transparency 2017 Established Chief Outside Director Supervisory Board members. The committee is charged matter, we have renewed our 1994 Elected outside Audit and Supervisory Board members with improving the supervision and monitoring functions commitment to learn from past mistakes, of management, along with identifying problems, while taking this opportunity to review Change in the Number 2002 [22 people] 2008 [16 people] 2016 [12 people] 2018 [9 people] 2019 [8 people] reporting in a more agile manner, and proposing our management foundation and take a of Directors Internal directors improvements. The newly established Governance Group step forward toward a more appropriate Independent supports the committee as the standing secretariat. management structure. As part of this, in Outside Directors Audit and Supervisory January 2019 we established the Auditing Board of Directors 2008 Reduced term of office of directors from two years to one year Board Members Governance Committee and Governance Effectiveness of Internal 5 Outside 3 2016 Conducted a non-anonymous self-evaluation survey on board effectiveness Internal 2 Outside 2 Group. We will now work toward further the Board of Directors (2018 Appointed an outside agency in charge of tabulation and analysis, etc.) Reporting /Recommendation strengthening governance in order to Governance Committee earn back the trust of all stakeholders. Advisory committees 2016 Established Nomination Advisory Committee and Compensation Advisory Committee Governance Group Directors: Support Secretary, Governance Committee Internal 2 Outside 3 Compensation system 2016 Introduced performance-based stock remuneration program Audit and Supervisory Secretary, Internal Control Committee Board Members: Corporate Governance Internal 2 Outside 2 Code 2015 Established corporate governance guidelines (As of June 19, 2019) Engine Room The engine room acts as the heart of a ship. It contains the engine that provides propulsion, generators that supply onboard electricity, and boilers that make steam. The main engine of a truck and car carrier is rated at 19,000 horsepower, which is equivalent to more than 100 cars. 58 NIPPON YUSEN KABUSHIKI KAISHA NYK Report 2019 PartⅣ Corporate Governance Over the years, NYK has worked consistently to enhance its corporate History of Enhancing Governance Establishment of Introduction governance system and improve internal 2000 2010 Governance Committee control. Unfortunately, however, the NYK We established the Governance Committee as an Group’s execution of business operations 2006 Established Advisory Board 2008 Abolished Advisory Board and elected Outside Directors organization for increasing the objectiveness and was found to be inadequate last year. In 2010 Filed notification of all Outside Directors and Audit and Supervisory Board members as independent officers Enhance management independence mainly of Outside Directors and Audit and addition to seriously reflecting on this transparency 2017 Established Chief Outside Director Supervisory Board members. The committee is charged matter, we have renewed our 1994 Elected outside Audit and Supervisory Board members with improving the supervision and monitoring functions commitment to learn from past mistakes, of management, along with identifying problems, while taking this opportunity to review Change in the Number 2002 [22 people] 2008 [16 people] 2016 [12 people] 2018 [9 people] 2019 [8 people] reporting in a more agile manner, and proposing our management foundation and take a of Directors Internal directors improvements. The newly established Governance Group step forward toward a more appropriate Independent supports the committee as the standing secretariat. management structure. As part of this, in Outside Directors Audit and Supervisory Strategies Growth Part1 January 2019 we established the Auditing Board of Directors 2008 Reduced term of office of directors from two years to one year Board Members Governance Committee and Governance Effectiveness of Internal 5 Outside 3 2016 Conducted a non-anonymous self-evaluation survey on board effectiveness Internal 2 Outside 2 Group. We will now work toward further the Board of Directors (2018 Appointed an outside agency in charge of tabulation and analysis, etc.) Reporting /Recommendation strengthening governance in order to Governance Committee earn back the trust of all stakeholders. Advisory committees 2016 Established Nomination Advisory Committee and Compensation Advisory Committee Governance Group Directors: Support Secretary, Governance Committee Internal 2 Outside 3 Compensation system 2016 Introduced performance-based stock remuneration program Audit and Supervisory Secretary, Internal Control Committee Board Members: Corporate Governance Internal 2 Outside 2 Code 2015 Established corporate governance guidelines (As of June 19, 2019) Part2 Material Issues Part2 Part3 Business Overview Business Part3 Part4 Corporate Governance Corporate Part4 Engine Room The engine room acts as the heart of a ship. It contains the engine that provides propulsion, generators that supply onboard electricity, and boilers that make steam. The main engine of a truck and car carrier is rated at 19,000 horsepower, which is equivalent to more than 100 cars. NIPPON YUSEN KABUSHIKI KAISHA NYK Report 2019 59 Directors, Audit and Supervisory Board Members, and Corporate Officers (Current as of June 19, 2019, number of shares held as of April 30, 2019) Internal Directors Independent Outside Directors Tadaaki Naito Hitoshi Nagasawa Yoshihiro Katayama Hiroko Kuniya Chairman, Director President, Representative Director Chief Independent Outside Director Number of shares held: 2,980 Chairman Corporate Officer President Corporate Officer Number of shares held: 7,978 Attendance at Board of Directors’ meetings: 14/14 Number of shares held: 12,713 Chairman of Tramp Shipping Strategy Committee Attendance at Board of Directors’ meetings: 13/14 1981 Announcer and writer for Attendance at Board of Directors’ meetings: 14/14 Number of shares held: 11,148 1974 Joined Japan’s Ministry of Home Affairs English-language broadcasts of NHK General TV’s “Seven O’clock News;” Researcher for 1978 Joined the Company Attendance at Board of Directors’ meetings: 14/14 1998 Resigned from the ministry 1999 Governor of Tottori Prefecture “NHK Special” (NHK = Nippon Hoso Kyokai 2004 General Manager of Petroleum Group 1980 Joined the Company (Japan Broadcasting Corporation)) 2005 Corporate Officer 2007 Completed term as governor; 2004 General Manager of LNG Group Professor at Keio University 1987 Newscaster on NHK satellite broadcasting’s 2007 Managing Corporate Officer 2007 Corporate Officer “World News” 2008 Director, Managing Corporate Officer 2010 Minister of Internal Affairs and Communications 2009 Managing Corporate Officer 2011 Resigned from the ministry 1993 Newscaster on NHK General TV’s 2009 Representative Director, 2011 Director, Managing Corporate Officer “Today’s Close-Up” Senior Managing Corporate Officer 2016 Outside Director of NYK 2013 Representative Director, 2017 Retired from position as professor at 2016 Trustee of Tokyo University of the Arts 2013 Representative Director, Senior Managing Corporate Officer (part-time; current position) Executive Vice-president Corporate Officer Keio University 2018 Representative Director, 2017 Professor at Graduate School of Public 2017 Independent Outside Director of NYK 2015 President, Representative Director, Executive Vice-president Corporate Officer President Corporate Officer Management, Waseda University (current position) 2019 President, Representative Director, 2019 Chief Independent Outside Director of NYK 2019 Chairman, Director, Chairman Corporate Officer President Corporate Officer Eiichi Takahashi Yoshiyuki Yoshida Eiichi Tanabe Representative Director Number of shares held: 0 Director, Senior Managing Corporate Officer Attendance at Board of Directors’ meetings: - Senior Managing Corporate Officer Chief Compliance Officer Chief Financial Officer Chief Executive of General Affairs Headquarters 1978 Joined Mitsubishi Corporation Chief Executive of Management 2008 Senior Vice President Number of shares held: 8,700 2012 Executive Vice President Planning Headquarters Attendance at Board of Directors’ meetings: 14/14 2016 Senior Executive Vice President, Number of shares held: 4,774 Corporate Functional Officer 1981 Joined the Company Attendance at Board of Directors’ meetings: 14/14 2016 Representative Director, Executive Vice President 2005 General Manager of Tramp Co-ordination Group 2018 Retired from Mitsubishi Corporation, 1982 Joined the Company 2011 Corporate Officer Advisor of Mitsubishi Corporation (current position) 2010 General Manager of Accounting Group 2015 Director, Managing Corporate Officer 2019