Special Feature 2021 - Integrated Report 2021
Corporate Governance - Create a solid governance system
Messages from Outside Members of the Board of Directors
Nidec Corporation is committed to enhancing its governance for the purpose of achieving its sustainable growth and improved corporate value. The following are messages from our five Outside Members of the Board of Directors, describing their evaluation of our Board of Directors and its future challenges, as well as their expectations of Nidec.
I expect Nidec to see the world from a broad perspective and discuss the challenges and problems facing them at the Board of Directors’ meetings.
Remuneration Committee Member
Teiichi Sato
I appreciate the efforts that Nidec has made to swiftly reform its governance system reflecting the needs of the times under the management policy and philosophy that Chairman Nagamori has fostered over a long time. While the meetings of the Board of Directors are good opportu-nities to share information on important matters, I think it is necessary to enhance functional cooperation with the Vice Presidents.
The Vision 2025 new medium-term strategic goal sets targets properly reflecting the situation of the company. However, as the spread of COVID-19 has dramatically changed society, various changes are expected in the business environment. Therefore, I think it is necessary to be able to constantly review and revise the targets in response to rapid changes in society. In the era of VUCA (volatility, uncertainty, complexity and ambiguity), where many challenges, such as environmental issues and the shrinking labor population along with the aging of society, are emerging, I expect Nidec to see the world from a broad perspective and discuss the challenges and problems it faces at the Board of Directors’ meetings, thereby expanding its profits and continuing to grow. I will monitor the progress in the efforts to achieve the targets by gathering information from a global perspective, including information on initiatives in other industries, and will provide necessary proposals.
Nidec’s high-performance motors contribute to the creation of a sustainable society. While the efforts to improve these products contribute to the creation of a future sustainable society, Nidec examines its products from a broader perspective, throughout all processes from upstream to downstream, which I highly appreciate. Meanwhile, regarding diversity, further improvement efforts should be made from a global perspective, though Nidec gives sufficient consideration to this issue at this stage.
Nidec upholds the commitment, “We contribute to the Earth by producing the highest quality motors in the world,” as its corporate mission. Working to enhance its present structure and thoroughly implement the initiatives presented in Vision 2025 will directly lead to the achievement of the mission. I hope you will make steady progress.
Expecting Nidec to be advanced in ESG initiatives
Remuneration Committee Member
Osamu Shimizu
Seeing the efforts to enhance governance, such as becoming a company with an Audit and Supervisory Committee and establishing a Remuneration Committee, I think Nidec has a proper governance structure from the perspectives of the continuous expansion of corporate value and consideration to stakeholders and social value. Discussions at the Board of Directors’ meetings focus on the prospects of and countermeasures against various risks in relation to the Group’s important investment and financial issues. Future priority themes of discussions should include the issues and risks that will be constantly identified and examined in the fields of production, sales, finance, R&D, etc. in view of the situations of Nidec’s many operation sites around the world, various business fields, and Group companies. I think it is also important to examine whether a horizontal management structure is effective in comparison to a vertical organizational structure comprising production, sales and R&D, and also to review medium- to long-term strategies on a quarterly basis.
In fiscal 2020, we faced the unprecedented crisis of the COVID-19 pandemic. In such a situation, Nidec, as the world’s leading comprehensive motor manufacturer, worked to secure the supply of motors, supporting the foundation of economic activities, while maintaining the basic principle of respecting human life. I think this was appropriate.
FY2025 will be an important milestone toward achieving consolidated net sales of 10 trillion yen in FY2030. It will also be a target year for expediting the spread of electric vehicles and other actions to tackle climate change, which is a key to the further growth of the Nidec Group. The new medium-term strategic goal Vision 2025 was formulated based on these points, and I highly appreciate it as a medium-term strategy clarifying the targets that the Nidec Group should achieve. At the same time, Group-wide efforts are strongly needed to achieve the targets. As for sustainability management, active discussions are held on climate change actions and disclosure of related infor-mation, measures to enhance human resources, such as improving the treatment of employees and recruiting more women, supply chain management, and the like. Expecting Nidec to become an advanced company in ESG initiatives by paying attention to sustainability and diversity, I will keep an eye on your future activities. I will contribute to the achievement of the Vision 2025 goal by monitoring and identifying the management and risk-related situations, predicting the trends and changes in society and the economy, and raising and examining issues at the Board of Directors’ meetings.
Highly appreciating Nidec’s declaration in Vision 2025 of implementing growth strategies and optimizing capital efficiency, as well as a full-scale launch of ESG initiatives
Audit and Supervisory Committee Member
Takeshi Nakane
Over the past two years, Nidec has been steadily advancing its efforts to enhance its governance, including transitioning to a company with an Audit and Supervisory Committee, setting up a voluntary Remuneration Committee to improve transparency in deciding remuneration, and strengthening internal control including that of consolidated subsidiaries. Along with the enhancement of governance, the function of the Board of Directors is shifting toward a so-called monitoring role, focusing on deciding management policies and other strategic matters of the company and supervising the business execution of management. I think this shift helps the company grow sustainably and improve its medium- to long-term corporate value. While this shift should be solidified, additional measures to further enhance gover-nance, such as appointing an Outside Member of the Board of Directors as the chairperson of the remuneration committee, should also be considered.
Nidec has released its new medium-term strategic goal Vision 2025, announcing that while relentlessly implementing growth strategies and pursuing optimal capital efficiency, it will fulfill its social responsibilities as a global corporation by launching full-scale ESG initiatives to make a greater contribution to conservation of the global environment. I see that the importance of ESG management is frequently discussed at Nidec, and I highly appreciate that actions and targets related to ESG have been incorporated in the new management strategy. Nidec’s high-performance motors are expected to play a greater role along with the expansion of electric vehicles. I believe that Nidec’s sustain-able growth and the spread of its products worldwide will greatly help to reduce CO2 emissions, curb global warming, and protect the global environment. Furthermore, to make effective use of diverse human resources, opportu-nities should be provided to allow them to exercise their abilities to the fullest, and such opportunities will lead to the creation of innovations and new values. To this end, ideas to improve the workplace environment are actively discussed. In the future, it will be important to take a step forward and consider actively appointing women for executive positions and recruiting foreigners as members of the Board of Directors. I would like to contribute to proper decision-making of the Board of Directors toward achieving the Vision 2025 targets, by expressing my opinions on investments and M&As overseas including the political and economic situations of the investee countries, as well as international trends concerning ESG and human rights due diligence.
Expecting Nidec to see a step ahead of common-sense visions, maintain and improve its presence in the global market, and realize its ideal corporate image
Audit and Supervisory Committee Member
Aya Yamada
I highly appreciate Nidec’s relationships with its shareholders and its guarantee of the exercise of shareholders’ rights, which form the core of governance. On the other hand, I think relationships with stakeholders other than shareholders, such as local communities and employees, need to be strengthened. For example, while the working environment for employees has been improved in various aspects, promoting diversity in gender and nationality will be the key to attracting human resources from around the world who are capable of maintaining global standards with flexible and resilient ideas. For the nomination and appointment of members of the Board of Directors and Vice Presidents, the company needs to have a process to examine the key factors in a more open manner. Although it should be carefully considered whether a Nomination Committee is the most appropriate organ, I believe that introducing viewpoints from outside to reinforce the personnel aspect of manage-ment will lead to the continuous growth of the company.
On the other hand, I see that Nidec controls improper accounting and other scandals very effectively despite its corporate scale. For further enhancement, it will be necessary to introduce control of multiple networks including overseas Group companies, and an advanced whistleblowing system, which has seen increasing demand in recent years.
Nidec’s true value lies in the fact that it is growing as a global manufacturer and expanding its profits while promoting the mission statement “We contribute to the Earth by producing the highest quality motors in the world” at the same time. Products made by utilizing the technological capabilities of the Nidec Group contribute to the protection of the global environment. I hope you will actively demonstrate how Nidec’s products can contribute to protecting the environment.
Today, globalization is progressing in corporate man-agement, the working environment, product safety and quality standards, and many other fields beyond common understanding in Japan. Nidec already seems to be a company a step ahead of its rivals, but rather than resting on its laurels, it aims to be a company seeing a step ahead of a mere common-sense vision. I hope Nidec will continue to maintain and improve its presence in the global market while actively engaging in constructive communication with its stakeholders, thereby realizing its ideal corporate image.
In the important phase of portfolio transformation, supporting the company’s growth and sustainability activities
Audit and Supervisory Committee Member
Remuneration Committee Member
Takako Sakai
Nidec became a company with an Audit and Supervisory Committee in 2020 and set up a Remuneration Committee in 2021, demonstrating the fact that its governance has been steadily enhanced. Sustainability is recognized as an important factor of management, and priority ESG matters are discussed at the Board of Directors. In the environment aspect, in particular, actions and measures corresponding to the company’s growth stages have been formulated and the future vision is clarified, which I highly appreciate. In the social aspect, Nidec, as a company with operation sites all over the world, has been adopting diversity-oriented management through the fostering of female executives and Vice Presidents, holding management meetings par-ticipated in by foreign executives of the overseas Group companies, and other actions. I hope such actions will be continued in the future.
Another point that I highly appreciate is the fact that the internal members of the Board of Directors earnestly listen to the Outside Members of the Board of Directors, and that they explain their answers to our questions until they are understood. Every time I asked a question, I was able to get a proper answer from the internal members of the Board based on their abundant knowledge and information concerning the economic situations both inside and outside the company and related matters. From those attitudes of the internal members of the Board of Directors, I understand that Nidec is well aware of the importance of corporate governance. I was appointed as an Outside Member of the Board of Directors in 2020. While the company was significantly affected by the spread of COVID-19, the members answered my questions promptly and provided sufficient information. I understood that such smooth responses came from their long-rooted corporate attitude, which I think is also effective in crisis management.
Nidec has entered an important phase of portfolio transformation in view of global trends. In this phase, while carefully managing its operations on one hand, Nidec has been investing in many aggressive and devoted research and development projects that will lead to an increase in sales on the other hand, toward the goal of reaching con-solidated net sales of 10 trillion yen in FY2030. Group-wide efforts are continuously being made for the growth of the company and the implementation of sustainability activities, which I mentioned earlier. I would like to support you by utilizing my career experience and fulfilling the role of an Outside Member of the Board of Directors.
