Corporate Governance

The ULVAC Group works to ensure thorough corporate governance in order to increase corporate value in the medium to long term, based on our corporate philosophy of “ULVAC Group aims to contribute to the development of industries and science by comprehensively utilizing its vacuum and peripheral technologies through the mutual cooperation and collaboration of the Group companies.” From this perspective, we will respect the interests not only of shareholders, but also of business relations, local communities, employees, and other stakeholders that are involved with our business activities. We will also value competitive and efficient operation, while ensuring strict compliance with laws and corporate ethics.

ULVAC’s Management Structure and Operational Structure

ULVAC values agile and swift business judgment and decision-making, from the perspective of responding rapidly to the business conditions in which we operate, etc. For that reason, we have adopted the management structure of a company with a board of corporate auditors.

First, ULVAC has a Board of Directors, which is a decision-making body for important management issues. The Board holds regular meetings once each month, as well as ad-hoc meetings as necessary to ensure flexibility. The Board of Directors comprises 9 members, of whom 3 are external directors. 2 of the external directors are designated as independent external directors. Through this structure, ULVAC is not only able to make swift and efficient judgments concerning important management issues, but is also able to achieve fair, impartial, and highly transparent deliberation, as well as operational oversight. Next, with the introduction of an executive officer system, executive officers are engaged with executive functions, having been granted a certain amount of responsibility and authority over their designated areas, based on delegation by the Board of Directors. Also, ULVAC has a Board of Standing Directors and Auditors, which comprises a total of 16 internal directors and executive officers. The Board of Standing Directors and Auditors holds regular meetings twice monthly, as well as ad-hoc meetings as necessary. Through this structure, we have achieved more flexible and swift business operations that are appropriate for a rapidly changing business environment, based on a clear expression of the responsibilities and authority of each executive officer.

In addition, ULVAC has a Board of Corporate Auditors, which performs auditing and oversight of management decision-making and business operations. The Board of Corporate Auditors comprises 4 members, of whom 2 are external auditors. 1 of the external auditors is designated as an independent external auditor. Furthermore, we ensure full auditing and supervisory functions through close links between corporate auditors and the Internal Auditing Division and independent auditors, whose independence is ensured, as well as through attendance and comments by corporate auditors at important meetings, such as meetings of the Board of Directors and the Board of Standing Directors and Auditors, and through regular meetings between the Internal Auditing Division and the President , etc. Through this structure, we have achieved rigorous, fair, impartial, and transparent auditing and supervisory functions, ensuring that each corporate auditor obtains sufficient information.

In addition, we have a Committee for Appointment and Remuneration, etc., for instances that require objective determination of important matters, such as the appointment and remuneration of directors and executive officers. The Committee for Appointment and Remuneration, etc., comprises 5 members, of which 3 are independent external directors or independent external auditors. Of the remaining 2 members, 1 is an external director. By having these kinds of advisory bodies for the Board of Directors, we are able to achieve fair, impartial, and highly transparent deliberations with regard to especially important management decisions, and increase the effectiveness of the Board of Directors.

management structure