Special Feature 2022 - Integrated Report 2022
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 six 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 will evolve into a world-leading global company looking further ahead into the future
Remuneration Committee Member
Today, drastic changes are taking place in our business environment, such as the COVID-19 pandemic and the Russian invasion of Ukraine. With global warming and DX (digital transformation) accelerating, it is predicted that the era of hyper globalization will soon end and decoupling will progress in each economic sector, indicating that we have entered an era of paradigm shift.
Nidec has been swiftly reforming its governance system under the management policy and philosophy that Chairman Nagamori has fostered over a long time. I see it is also a company a step ahead of others in such aspects as corporate management, working environment, and product safety and quality standards. Now that a global paradigm shift is taking place, it will be crucial to properly respond to changes with “animal spirits” and move ahead of the times. I expect that Nidec will evolve into a world-leading global company looking further ahead into the future to achieve sustainable growth by seriously facing various social issues, including environmental challenges.
To this end, the Board of Directors should play a more important role than ever. It is necessary to have an overview of the trends of the world from a multifaceted and broad perspective, and energetically discuss and examine at the Board of Directors’ meetings the issues that should not be overlooked. I appreciate the intense but fruitful discussions taking place at the Board of Directors meetings. I also see the internal members of the Board of Directors listening sincerely to opinions from outside members and giving thorough explanations in response to these questions.
As an outside member of the Board of Directors, I will continue my efforts to collect various information from a global perspective and, at the same time, make use of my experience and knowledge in carefully overseeing the progress in achieving the targets and the status of governance. While paying attention to communication with various stakeholders, I will raise issues and proposals necessary for further improvement of corporate value.
With technological innovation advancing, I expect Nidec will respond to future needs of society and the market
I see active discussions taking place at Nidec’s Board of Directors’ meetings, and explanations and answers to questions by internal members of the Board are very clear and thorough. However, at the meetings held online due to COVID-19, communication was mostly on a one-on-one basis between a speaker and a questioner. I hope more active discussions will be held in the next face-to-face meetings, including discussions among members of the Board of Directors. I myself will try to speak out to help improve the effectiveness of the Board of Directors.
ESG management is positioned as a major pillar of our medium-term strategic goal Vision 2025, on which sufficient discussions are being held at the Board of Directors’ meetings. One of Nidec’s strengths is that its efforts to refine the quality of motors, the core of its business, will directly lead to the realization of a carbon-free society. I expect that ongoing efforts to achieve the targets announced in Vision 2025 will be steadily made. Regarding diversity, I see particular emphasis has been placed on the empowerment of non-Japanese and female employees in recent years. Aiming to achieve the government’s target of raising the percentage of women in leadership positions to around 30% as soon as possible in the 2020s, Nidec has been making efforts to promote more women to managerial and executive positions, which I expect will show results in specific figures.
In the future, it is predicted that technological innovation will advance in all fields. Nidec has been working to optimize existing technologies while engaging in developing new technologies, which makes me confident that the company will be able to respond to the future needs of society and the market. To continue to respond to needs, I think it is necessary to promote active industry-academia collaborations and proper intellectual property management. I will do my best to gather information related to technological innovation and thereby fulfill my role as an outside member of the Board of Directors.
Overcoming difficulties and advancing toward achieving consolidated net sales of 10 trillion yen
Remuneration Committee Member
Sustainability Committee Member
I appreciate the active discussions held at Nidec’s Board of Directors’ meetings, as outside members of the Board are allowed to actively give their opinions and ask questions on explanations by the directors in charge. With new female members appointed to the Board of Directors in FY2022, I think the company has been steadily building an appropriate governance structure as a company engaging in global business activities.
Looking back on FY2021, the first year of the medium-term strategic goal Vision 2025, I think a significant achievement was that the company incorporated Nidec Machine Tool Corporation and Nidec OKK Corporation into the Group to expand the machine tool business as an important segment of the Group. I also highly appreciate the measures to ensure stable procurement of semiconductors and the allocation of specialized personnel to the automotive business, a pillar of Nidec, to execute strategies boldly and steadily. In order to capture what Nidec sees as Five Big Waves, advanced technology development is necessary over the medium to long term. Going forward, I think Nidec should make strategic efforts to enhance its human resources with specialized knowledge particularly in the semiconductor field. To this end, I will carefully examine every proposal submitted to the Board of Directors while paying attention to Vision 2025.
Today, in the so-called era of VUCA (volatility, uncertainty, complexity and ambiguity), the economic environment has been continuing to be uncertain. Nidec is also in an unprecedentedly difficult phase as the timing of the transformation of its business portfolio and that of the generation change in management are coming at the same time. However, the goal to be aimed at is determined, and I feel that all employees share the same perspective. Nidec is still a young, and very hungry company. Toward achieving the goal of consolidated net sales of 10 trillion yen, Nidec is passionately developing technologies while carefully formulating management strategies, thereby overcoming difficulties and tirelessly advancing. I will strive in my daily work while calmly focusing on the goal.
As an outside member of the Board, I am focusing efforts on the realization of global-level governance
Audit and Supervisory Committee Member
Remuneration Committee Member
At Nidec, frequent information sharing and strategy formulation by the Executive Management Meeting and the Management Committee and timely examination and decision making at the Board of Directors’ meetings work in coordination and enable Nidec’s governance structure to meet the requirements of global information sharing and speedy strategy formulation/decision making, which are tasks difficult to achieve at the same time. Preparations for the Board of Directors’ meetings are sufficiently made and discussions at the meetings are reflected in management policies. Thus, I consider that the Board of Directors is functioning effectively. On the other hand, regarding the diversity of members of the Board of Directors, I expect more diversity will be ensured by appointing members who have management experience at global enterprises, including non-Japanese people, and young entrepreneurs.
Nidec is now promoting its medium-term strategic goal Vision 2025. How the company can motivate the next-generation employees is the key to its future growth. At R&D presentations and other opportunities, I have seen many talented people making great efforts. To maintain and enhance these talents, it is necessary to strengthen cooperation with universities and research institutions both inside and outside Japan and improve their treatment. For administrative departments, which will play a more important role than before in global business expansion, achieving ESG-related targets, and expanding Investor Relations activities, I think it is important to further enhance the quality of human resources and provide advanced post-recruitment education.
As for global business expansion, greater consideration for each local country/region will be required. It is not simply adapting to local customs and practices, but the situation, culture, working conditions, and the social/environmental impacts associated with the Nidec’s operations in each country/region should be thoroughly analyzed, based on which the company should fulfill its social responsibility required as a global company, before advancing business development. As an outside member of the Board, I will continue to focus efforts on the realization of global-level governance.
Expecting that Nidec will contribute to solving global-scale environmental/social issues
Audit and Supervisory Committee Member
Sustainability Committee Member
Today, the trend of accepting and respecting diversity is accelerating in society. We are now in an era where we should pay attention not only to women’s participation but to all types of differences, such as people with disabilities, different nationalities and LGBTQ, and try to find possibilities in them. I am specialized in human resources development in the field of art and therefore have experience different from Nidec’s business field. Despite such background, I have had in-depth and thorough explanations on the Corporate Philosophy and policies, and discussions at the Board of Directors’ meetings. This makes me feel that Nidec already has a culture of trying to embrace diverse values. In order for Nidec to further promote diversity, I think the company should try to recruit more executives who are well-versed in the history and culture of various foreign countries.
Besides the diversity issue, the global environment is not an issue for the future but has become a real challenge today. As a member of the Sustainability Committee, I will think along with Nidec what is necessary to create a future full of hope for younger generations. And I think these initiatives should be made open to both inside and outside the company. This will help demonstrate the presence of Nidec as a desirable place to work at or a company to be chosen for those who are feeling uncertain about the future when the labor force will shrink further because of falling birthrate and the aging population.
Improving corporate value means not only improving productivity or expanding business performance, but also continuing to be a company of which its employees around the world and people in local communities are proud. If Nidec is able to establish a workplace environment where all Nidec employees around the world understand the direction to aim for and engage in their respective duties, I believe it will lead to effective contribution to solving global environmental and social issues.
Fulfilling duties with a sense of responsibility and integrity, while supporting ESG activities and succession of intangible assets
Audit and Supervisory Committee Member
Sustainability Committee Member
I appreciate that Nidec’s corporate governance has functioned properly through management decisions and PMI (post merger integration), development of internal control and other efforts for growth, though there are various issues remaining. As Nidec will continue to expand its business and organization on a global scale, it is necessary to further enhance its governance structure. As an element to strengthen governance, for example, I expect moves to accelerate the diversification of the members of the Board of Directors, such as appointing certified public accountants and recruiting non-Japanese.
And, the most important point is that individual members of the Board of Directors fulfill their role of monitoring and supervision with a sense of responsibility and integrity. Being an Audit and Supervisory Committee member, from the standpoint of an outside member of the Board of Directors, I will engage in activities placing particular emphasis on communication with internal members of the company, as well as monitoring, accountability and transparency in view of the interests of stakeholders both inside and outside the company.
Today, ESG investment has been rapidly spreading as a means to encourage companies and individuals to change their behavior and also contribute to the realization of a sustainable society that the international community is aiming for. ESG activities are important in aiming for long-term corporate growth, contribution to society, and increased corporate value, and they are essential for Nidec as well. In line with this trend, passing down the intangible assets that Nidec has cultivated to future generations is also important for increasing its corporate value. Regarding this issue of succession of intangible assets, I will actively make proposals from the standpoint of an outside member and an objective perspective from the outside, thereby fulfilling my own duties.
