Corporate Governance

In accordance with its Basic Corporate Philosophy:
“The 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,” we work to ensure thorough corporate governance in order to increase corporate value over the medium to long term. From this perspective, we respect the interests not only of shareholders, but also of business partners, local communities, employees, and other stakeholders that are related to our business activities. We also value competitive and efficient operation, while ensuring strict compliance with laws and corporate ethics.

ULVAC’s Management Structure and Operational Structure

ULVAC has adopted a company with a board of corporate auditors as its management structure. Particularly important institutional structures include the Board of Directors, the Board of Standing Directors and Executive Officers, the Board of Corporate Auditors,and the Committee for Appointment and Remuneration,etc.

Firstly, ULVAC has a Board of Directors, which is a decision-making body for important management issues.The Board holds regular meetings once a month, as well as ad hoc meetings as necessary to ensure flexibility. The Board of Directors comprises 9 members, of whom four are external directors. Three of the external directors are designated as independent external directors. By virtue of this structure, ULVAC is not only able to make swift and efficient judgments concerning important management issues, but also able to achieve fair, impartial, and highly transparent deliberation, as well as operational supervision.

Next, with the introduction of an executive officer system, executive officers exercise executive functions,having been granted a certain amount of responsibility and authority over their designated areas,through delegation by the Board of Directors.
ULVAC also has a Board of Executive Officers that comprises a total of 15 internal directors and executive officers. The Board of Executive Officers holds regular meetings once a month, as well as ad hoc meetings as necessary. By virtue of this structure, we have achieved more flexible and swifter 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 supervision of management decision-making and business operations. The Board of Corporate Auditors comprises four members, of whom two are external auditors. Both of the external auditors are designated as independent external auditors. We ensure full auditing and supervisory functions through close links between auditors and the Internal Auditing Office and the independent auditor, whose independence is ensured, as well as through attendance and comments by auditors at important meetings, such as meetings of the Board of Directors and the Board of Standing Directors and Executive Officers, and through regular meetings between the Internal Auditing Office and the President,etc. By virtue of this structure, we have achieved rigorous,fair, impartial, and transparent auditing and supervisory functions, ensuring that each auditor obtains sufficient information.

Furthermore, 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 seven members, of whom five are independent external directors or independent external auditors. Of the remaining two members, one 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.

Corporate Governance Structure (As of October 2, 2019)

management structure