Corporate Governance

Last update: 8 May, 2019

An overview of corporate governance.

AGC Group Corporate Governance Basic Policy  last up date: 27 December, 2018
Corporate Governance Report (submitted to TSE)  last up date: 8 May, 2019
Articles of Incorporation

Corporate Governance

As its basic policy on corporate governance structure, AGC clearly separates the functions of "oversight" and "execution" of management, aiming to reinforce the management oversight function while ensuring quick decision-making in management execution. The management oversight function is mainly shouldered by the Board of Directors, which is a "body that approves basic policies and oversees the management of AGC." We have enhanced the objectivity and transparency of management and strengthened our corporate governance system by appointing 3 Outside Directors, out of 7 Directors in total. Aiming to further strengthen the management oversight function, AGC Inc. established the Nominating Committee and the Compensation Committee, as voluntary advisory committees of the Board of Directors. The majority of members of both committees are Outside Directors. The Company also adopts the Audit & Supervisory Board Member system, and the Audit & Supervisory Board consists of 4 Audit & Supervisory Board Members, including 3 Outside Audit & Supervisory Board Members.
The management execution function is assumed by the President & CEO and the other Executive Officers. The Company also established the Management Committee as an advisory committee for the President & CEO, and it deliberates on decision making for the Group's management and oversees the business management. With regard to the execution of business operations, the AGC Group introduced the In-House Company system; adopted a globally integrated management system; and transferred significant responsibility and authority for the execution of business operations to each In-House Company and SBU.

AGC Group Corporate Governance Basic Policy

The Company has formulated the AGC Group Corporate Governance Basic Policy (the "Basic Policy") to further enhance the Company's corporate governance with the aim of achieving both sustainable growth and mid- to long-term enhancement of corporate value.
Its full text is available below.

AGC Group Corporate Governance Basic Policy

The AGC Group's Corporate Governance Structure(Outline)

Board of Directors

Official title Name Double as Executive Officer Independent Director Nominating Committee Compensation Committee
Director
Kazuhiko Ishimura
Representative Director
Takuya Shimamura
President & CEO
Representative Director
Yoshinori Hirai
Executive Vice President
Representative Director
Shinji Miyaji
Executive Vice President
Director
Masako Egawa*1
Director
Yasuchika Hasegawa*2
Director
Hiroyuki Yanagi*3
  • *Chairman of the Board of Diriector
  • *Chairman of the Nominating Committee
  • *Chairman of the Compensation Committee
  • Audit & Supervisory Board Members

    Official title Name Independent Auditor Chairman of The Board
    (Full-time)
    Tetsuo Tatsuno
    (Full-time)
    Yoshiyuki Morimoto
    Auditor
    Akio Sakumiya
    Auditor
    Yaeko Takeoka

    Mechanism for Decision Making, Monitoring, Supervision, and Audits

  • Directors and Board of Directors
  • Structure of Board of Directors
  • AGC Inc. cannot have more than 15 Directors, with the Board of Directors currently consisting of 7 Directors including 3 Outside Directors.
  • To ensure the independence of Outside Directors, the Company elects Outside Directors while using as "the standards for independence of Outside Director / Audit & Supervisory Board Members" for such election the provisions concerning Outside Directors of the Companies Act and in-house regulations. Although there are business relations between the Company and companies to which Outside Directors belong, prices and other transaction terms are determined in the same way as for arm's length general transactions.
  • In principle, the Board of Directors shall be chaired by an Outside Director.
  • Election of Directors
  • Directors are elected at a General Meeting of Shareholders. To elect Directors, the presence of shareholders owning not less than one-third of the votes of all the shareholders of the Company who are able to exercise voting rights is required, and no cumulative voting is used for that purpose.