Audit and Supervisory Committee

Role

Based on the audit policies and planning to be formulated every fiscal year, the Audit and Supervisory Committee examines the Companies’ operations as well as the status of property, in cooperation with corporate internal control-related departments. In addition, the Committee regularly holds meetings with the Internal Audit Department (Office of Internal Audit) to ensure a close cooperation between them by mutually reporting the audit planning and the status of implementation, etc. With examining the status of execution of duties by directors and executive officers, etc., and the status of development and operation of the internal control system, the Committee conducts audits concerning the legality and appropriateness of execution of duties by Members of the Board of Directors as well as the reasonableness of Independent Auditors’ audit approach and their results; and prepares Audit Reports. The Committee also discusses key audit matters with auditors, and receives reporting on their auditing status, and then requests their explanation as necessary.

The Audit and Supervisory Committee assigned one of its members respectively to the voluntarily established Nomination Advisory Committee and the Remuneration Advisory Committee for the matters of the nomination, etc. of candidates for the Company’s Members of the Board of Directors (excluding Members of the Board of Directors who are Audit and Supervisory Committee Members) and their remuneration, etc. In addition, after receiving reports from the respective secretariats, the Audit and Supervisory Committee confirms the details of that deliberation. The Audit and Supervisory Committee verifies that the nomination of candidates for Members of the Board of Directors is based on an evaluation of each candidate’s status of business execution and business performance for the current fiscal year, the candidate’s comments in meetings of the Board of Directors, and the candidate’s career history, etc. up until present, and that remuneration for Members of the Board of Directors is based on such matters as the remuneration standards and system, as well as the specific calculation method for the amount of remuneration, before forming its opinions and expressing them at General Meeting of Shareholders.

The Committee also holds meetings with Representative Directors on a regular basis, receives explanations of management policies, growth strategies, etc. and actively exchanges opinions.
Full-time committee members are present at material meetings of the Management Committee, the Internal Control Committee, the CSR Management Committee, and the Risk Management Committee and inspect material approved documents. They also audit the status of execution of operations by methods such as visiting and interviewing Members of the Board of Directors, Vice Presidents, and key employees of the Company and its subsidiaries, and report the results to the Audit and Supervisory Committee. We strive to enhance the Companies’ audit activities by these methods.

To ensure the effectiveness of audits by the Audit and Supervisory Committee, the Company has established the Office of Audit and Supervisory Committee to assist the Committee in its duties and has stationed a considerable number of employees. The employees do not receive supervision or orders from the Executive Directors, and the Executive Directors must consult on matters concerning human affairs of the employees with the Committee and obtain its consent. Moreover, we have a system for reporting to the Committee, and do not detrimentally treat persons who make reports on the grounds of the reports.

Composition

The Audit and Supervisory Committee is currently made up of following four Members and three of them are Independent Outside Directors. It is chaired by Yoshiro Ozawa and he is a standing member of the Committee.
Yoshiro Ozawa has experience in finance and accounting operations at the Company; Takatoshi Yamamoto has many years of experience as a security analyst; and Seiichi Enomoto is qualified as a certified public accountant. Each of them has an appreciable extent of knowledge on finance and accounting.

Name Position
Yoshiro Ozawa ◎ Director Chairman of the Audit and Supervisory Committee (standing)
Takatoshi Yamamoto Outside Director (Audit and Supervisory Committee Member)
Naoko Munakata Outside Director (Audit and Supervisory Committee Member)
Seiichi Enomoto Outside Director (Audit and Supervisory Committee Member)

(Notes)

  1. ◎after the name means the person is the chairperson.
  2. For information on the number of meetings and attendance rates, refer to
    Link: ESG Data colliction Page

Table of contents

Murata’s Corporate Governance System

  • Organizational design (Company with an Audit and Supervisory Committee)
  • Structure of corporate governance system
  • Internal control system

Board of Directors

  • Role
  • Composition
  • Skill Matrix
  • Activities

Analysis and evaluation of effectiveness of the Board of Directors

  • Challenges recognized in the fiscal 2023 evaluation of effectiveness and fiscal 2024 efforts to address those challenges
  • Process of the analysis and evaluation
  • Results of the analysis and evaluation
  • Future initiatives

Nomination of candidates for Members of the Board of Directors

  • Criteria for selection
  • Nomination procedures
  • Nomination advisory Committee
  • Criteria for Independence of Outside Directors

Remuneration for Member of the Board of Directors

  • Remuneration program
  • Procedures for determining remuneration
  • Remuneration Advisory Committee