Murata’s Corporate Governance System

Organizational design (Company with an Audit and Supervisory Committee)

Murata Manufacturing Co., Ltd. adopted the Company with an Audit and Supervisory Committee structure as a corporate governance system.

In a Company with an Audit and Supervisory Committee, we believe that while decisions on important matters for execution are made by the Board of Directors, delegation of decisions on specific execution matters to Executive Directors allows the Board of Directors to focus more on discussion relating to company-wide management policies and business strategies, and on supervision of business execution, and also enables swifter management judgment and a more flexible business execution.

In addition, Member of the Board of Directors who are Audit and Supervisory Committee Members hold voting rights on agendas at the Board of Directors and rights to express their opinions as the Audit and Supervisory Committee concerning appointment and remuneration of Member of the Board of Directors at General Meetings of Shareholders. We believe that this ensures strong supervisory functions by Executive Directors.

Structure of corporate governance system

The Company adopts an organizational structure of a company with Audit and Supervisory Committee.

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Board of Directors

The Board of Directors decides on the basic management direction and important matters for execution, and also delegates decisions on specific execution matters to Executive Directors, in order to strengthen monitoring functions and realize swifter management judgments and a more flexible business execution.
Link: Bord of Directors Page

Voluntary Committees on nomination and remuneration of Members of the Board of Directors

With the intent of improving the independence, objectivity, and accountability of the functions of the Board of Directors regarding the nomination and remuneration of Members of the Board of Directors, the Company has established a Nomination Advisory Committee and Remuneration Advisory Committee as advisory organs of the Board of Directors.
Link: Nomination of candidates for Members of the Board of Directors Page
Link: Remuneration for Member of the Board of Directors Page

Auditing system

<Audit and Supervisory Committee>
The Audit and Supervisory Committee oversees the execution of duties by the Members of the Board of Directors in collaboration with internal audit departments and Independent Auditors. In addition to preparing audit reports, the committee determines proposals for the General Meeting of Shareholders regarding the appointment, dismissal, or non reappointment of Independent Auditors. The committee also states their opinions in relation to appointment and remuneration of the Members of the Board of Directors (excluding Audit and Supervisory Committee Members) at General Meeting of Shareholders.
Link: Audit and Supervisory Committee Page

Execution Structure

<Management Committee>
The Management Committee is a body that deliberates management policies and planning, important business execution matters, and other subjects to assist the Board of Directors and Executive Directors in their decision-making. Also, the Committee receives material information affecting management of the Company as well as reports that include status of business execution, and gives necessary instructions. The Committee is chaired by Norio Nakajima who is President and Representative Director.

<Vice President>
Vice Presidents shall execute their assigned duties under the direction of Executive Directors. Vice Presidents shall execute faithfully and with integrity the duties assigned to them as Vice Presidents and strive for enhancement of the Company’s corporate value not only through their assigned duties but also from a company-wide perspective.

<CSR Management Committee>
The CSR Management Committee has been established to continuously and systematically promote CSR management, including initiatives related to sustainability, and further entrench CSR within the company and serves as a main office to handle issues outside the company. The CSR Management Committee regularly reports to the Board of Directors regarding the status of its activities. The Committee is chaired by Norio Nakajima who is President and Representative Director.

<Risk Management Committee>
The Risk Management Committee discusses company-wide risks that may affect Murata’s business activities and corresponding countermeasures. It regularly reports to the Board of Directors, Audit and Supervisory Committee and the Management Committee regarding the status of its activities. The Committee is chaired by Norio Nakajima who is President and Representative Director.

<Internal Control Committee>
The Internal Control Committee is responsible for the maintenance and continual improvement of the system to secure the appropriateness of the company’s operation (the internal control system) and evaluates and examines the status of the maintenance and operation of the system. The Internal Control Committee regularly reports to the Board of Directors and Audit and Supervisory Committee regarding the status of its activities. The Committee is chaired by Masanori Minamide who is an Executive Deputy president and Representative Director of the Company.

Internal control system

The Board of Directors of Murata Manufacturing Co., Ltd. has defined a basic policy^* regarding the maintenance of a system to secure the appropriateness of company operations (internal control system). Based on this, the company works to maintain and operate the internal control system appropriately.

The Murata Group shares the Murata Philosophy, which acts as a fundamental management policy, and in order to embody it, we have defined a fundamental policy and code of conduct, which have been distributed across the Group. The Group has also established common rules and procedures on decision making which are applicable across the Murata Group members, including domestic and overseas subsidiaries. Business operation of subsidiaries is discussed based on these rules and procedures, and information on business operation of the Murata Group is shared. Matters that satisfy specified criteria are submitted to the Management Executive Committee or the Board of Directors for deliberation and discussion.
Divisions that supervise the various business functions (general administration, personnel, accounting, etc.) of the Murata Group define frameworks, processing procedures, and judgment standards for duties to ensure that duties within the Murata Group are performed appropriately and efficiently, in addition to providing appropriate direction to subsidiaries as required. As an independent body, the Internal Audit Department (Office of Internal Audit) evaluates and monitors whether duties within the Murata Group are conducted appropriately and efficiently, adhering to laws and regulations and the internal regulations, etc. of the company.

*Regarding Basic Views on Internal Control System and Progress of System Development, please refer to “Ⅳ. Matters, Related to Internal Control System” in the Corporate Governance Report. Moreover, Regarding Internal Control System and its Operational Conditions, please refer to the "Systems to Secure the Appropriateness of Company Operations" in the Attacched Documents (Convocation Notice for the ordinary General Meeting of shareholders.)

Corporate Governance Report (Submitted to the Tokyo Stock Exchange) (PDF: 883KB)

Attached Documents (Convocation Notice for the ordinary General Meeting of shareholders) (PDF: 1930KB)

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