NAGASE & CO., ANNUAL LTD. REPORT 2012 http://www.nagase.co.jp/ Osaka Head Office: 1-1-17, Shinmachi, Nishi-ku, Osaka City, Osaka 550-8668, Japan Tel: (81) 6-6535-2114 Tokyo Head Office: 5-1, Nihonbashi-Kobunacho, Chuo-ku, Tokyo 103-8355, Japan Tel: (81) 3-3665-3021 Nagoya Branch Office: 3-14-18, Marunouchi, Naka-ku, Nagoya City 460-8560, Japan Tel: (81) 52-963-5615 A technology- and intelligence-oriented Company that turns wisdom into business. Annual Report 2012 Year ended March 31, 2012 Printed in Japan Contents 1 New Medium-Term Management Plan Change-S2014 8 12-Year Financial Highlights The Nagase Group: A technology- and intelligence- 10 To Our Stakeholders 12 Message from the President oriented company that turns wisdom into business 18 Nagase Group Businesses In 1832, Nagase & Co., the central company of what would become the Nagase Group, was founded as a dyestuffs 20 Functional Materials wholesaler in Kyoto, Japan. In 1900, the company started importing synthetic dyes from Basel Chemical Co, of 22 Advanced Materials & Processing Switzerland, pioneering new markets throughout the world in cooperation with its customers. Since that time, the 24 Electronics Company has created a strong and growing foundation of technology, information, and expertise. Today, the 26 Automotive & Energy Nagase Group boasts more than 6,000 leading corporate customers, numerous employees with advanced technical 28 Life & Healthcare skills, strong manufacturing, research, and development functions, and a solid fi nancial foundation. 30 Greater China 31 ASEAN and the Middle East Moving forward, the Nagase Group intends to exercise all efforts to generate more opportunities for growth, 32 Nagase ChemteX Corp. creating business with our customers around the world. 34 Hayashibara Co., Ltd. 35 Nagase R&D Center 36 Nagase Application Workshop 1 New Medium-Term Management Plan New Medium-Term Management Plan Change-S2014 10 12 To Our Stakeholders Message from the President 20 22 24 26 28 Functionalal Advancedd Electronicsics Automotivetive Life Materials Materialss & & Energygy & Healthcarehcare Change-S2014 Processingng 37 CSR Management 38 Directors, Corporate Auditors and Executive Offi cers Nagase Group Business Model 39 Corporate Governance 42 Risk Management and Compliance Logistics 44 Environmental Management Traditional 45 Nagase’s Environment Business Trading Firm Risk (credit) Deepening Wisdom Functions 48 Social Contribution Activities Cross-Sales 49 Together with Our Employees (Diversity and Work-Life Balance) 52 Six-Year Summary 53 Management’s Discussion and Analysis of Operations and Finances Development Business creation 60 Consolidated Balance Sheets Nagase Group products 62 Consolidated Statements of Income Technological/Information-Gathering Capacity 62 Consolidated Statements of Comprehensive Income Forward-Looking Statements Nagase’s Non-historic information contained in this annual report related to Unique R&D Center Enhancement Investment 63 Consolidated Statements of Changes in Net Assets Nagase & Co. and Nagase Group revenue and profi t plans, strate- 64 Consolidated Statements of Cash Flows gies, presumptions, etc. are forward-looking statements that Strengths include elements of risk and uncertainty. Actual earnings may differ Global Network 65 Notes to Consolidated Financial Statements significantly from forecasts due to changes in these elements. Accordingly, the reader is cautioned to refrain from placing undue Value Chain 83 Independent Auditor’s Report reliance on such future forecasts contained in this document. (Upstream to Downstream) 84 Consolidated Subsidiaries, Affi liates and Offi ces Elements that could impact earnings results are not necessarily limited to those explicitly noted in this document. 88 Corporate Information 89 Investor Information NAGASE & CO., LTD. Annual Report 2012 1 nnag2012_E_pdf用.inddag2012_E_pdf用.indd cc2-12-1 112/07/242/07/24 116:166:16 Basic Strategy Speed up Sustainable Accelerate the improving quality of our businessbusiness andand operationsoperatio growth Expand our unique solutions globally, Step up creating sustained growth Bring the total strength of the Nagase Group to bear throughout the value chain in our strategic markets The theme of Change-S2014 is to ACCELERATE ‘“CHANGE”’, pursuing a basic strategy as outlined above to achieve growth Value Chain Strategy based on a value-chain strategy, focused on markets using technologies from bio, environment and energy, and electronics. In executing this basic strategy, we have reorganized four of our business segments to reflect more fully the respective Core markets (bio, environment and energy, electronics) positions of each business in the value chain, as well as with the most closely aligned customer industries. Value chain Supply Supply Collaboration Conventional segments New segments Electronics Supply s#OLORS)MAGING$EPARTMENT s0ERFORMANCE#HEMICALS$EPARTMENT “CHANGE” Collaboration #HEMICALS s0ERFORMANCE#HEMICALS$EPARTMENT &UNCTIONAL-ATERIALS 化成品 s3PECIALITY#HEMICALS$EPARTMENT s3PECIALITY#HEMICALS$EPARTMENT Functional Collaboration Advanced Collaboration Automotive Materials Materials Supply s#OLORS)MAGING$EPARTMENT & Energy s0OLYMER'LOBAL!CCOUNT$EPARTMENT & Processing 0LASTICS s!UTOMOTIVE3OLUTIONS$EPARTMENT !DVANCED-ATERIALS s0OLYMER'LOBAL!CCOUNT$EPARTMENT 0ROCESSING化成品 s0OLYMER0RODUCTS$EPARTMENT s0OLYMER0RODUCTS$EPARTMENT Collaboration s%LECTRONIC#HEMICALS$EPARTMENT Collaboration Life & %LECTRONICS s%LECTRONIC#HEMICALS$EPARTMENT %LECTRONICS Supply s%LECTRONIC-ATERIALS$EPARTMENT 化成品 s%LECTRONIC-ATERIALS$EPARTMENT Healthcare s&INE#HEMICALS$EPARTMENT s!UTOMOTIVE3OLUTIONS$EPARTMENT ,IFE3CIENCES !UTOMOTIVE%NERGY s"EAUTY#ARE0RODUCTS$EPARTMENT 化成品 s%NERGY"USINESS/FFICE s%NERGY$EVICE/FFICE s&INE#HEMICALS$EPARTMENT ,IFE(EALTHCARE s%NVIRONMENT%NERGY/FFICE 化成品 s"EAUTY#ARE0RODUCTS$EPARTMENT 2 NAGASE & CO., LTD. Annual Report 2012 NAGASE & CO., LTD. Annual Report 2012 3 nnag2012_E_pdf用.inddag2012_E_pdf用.indd 22-3-3 112/07/242/07/24 116:166:16 Stronger Business Capabilities in Core Markets Change-S2014 identifi es bio, environment and energy, and electronics as core Nagase markets. We will be creating stronger business Electronics Initiatives capabilities, focusing on globalization and the creation of high-value-added businesses in these markets. The electronics field is one of rapid technological innovation and struc- Japan tural change. Here, our goal is to expand our business by offering highly Nagase ChemteX Corp. innovative technologies, products, and services that meet the needs of Bio Initiatives s(EADQUARTERSFUNCTIONSFORGLOBALEXPANSIONOFEPOXYBUSINESS our customers. At the same time, we will be strengthening our overseas s2ESEARCHANDDEVELOPMENTFORLEADING EDGEEPOXYMATERIALS Working from the Hayashibara business, we will create a quicker feed- and higher growth in the medical, food, health and beauty markets with- manufacturing and development functions to accelerate our growth in back loop from the market through the integration of the Nagase Group in our Life & Healthcare segment. We will also pursue initiatives to the global market. research and development and sales functions. Our goal is to create expand bio-related technologies into general commercial applications, highly original bio-related products, expanding sales of the same as well as look into the use of renewable resources over the long term. (Eg. Formulated epoxy business) throughout the world, which will lead to a stronger competitive position China U.S. Scale Nagase ChemteX (Wuxi) Corp. Engineered Materials Systems Inc. "IO DERIVEDCHEMICALS s3PECIALITYCHEMICALS s#ENTRALMANUFACTURINGBASEFORGLOBALEPOXYBUSINESS s'LOBALREACHFORUNIQUETECHNOLOGIESPRODUCTS Life and healthcare s&UNCTIONALCHEMICALS s!PPLIEDDEVELOPMENTOFPRODUCTSFORHIGH GROWTH#HINESEMARKET s53BASEDFOR.AGASE#HEMTE8PRODUCTMANUFACTURING (medical, food, health, beauty) General industry s&RESHNESS PRESERVINGFILM 4OTALPOWER s)MPROVEMENTOFWATER BASEPAINT s)NKADDITIVES !PPLICATIONDEVELOPMENT Functional sugars + 'LOBALNETWORK Stronger Management Foundation Future Where the Japanese market has slowed compared to the growing markets in emerging countries, the Nagase Group has chosen to focus on expanding business in emerging and other international markets, establishing high-value-added businesses using our manufacturing Environment/Energy Initiatives and processing functions. Through investments in manufacturing, we have increased Group-wide manufacturing and processing bases in Japan and around the world, changing the fundamental shape of internal risk in the Group’s manufacturing businesses. To respond to The Nagase Group is creating a new business model anticipating global tion automobiles that make smart use of resources. We are also advanc- these internal and external changes, we are engaged in creating a stronger consolidated management structure, building more mature technological innovations in green energy, bringing our entire force to ing research into reducing the environmental burden of business, such risk management policies, and developing higher-caliber human resources. bear in businesses focused on friendly manufacturing (using electricity as chemical recycling and creating lighter components for automobiles. generated from solar power, wind power, and other renewable sources), smart grids, and energy conservation systems, as well as next-genera- • Improved Consolidated Management Structure •Stronger Risk Management With respect to strengthening the consolidated management struc- See page 42 Risk Management