Note : This document has been translated from the Japanese original for reference purposes only. In the event of any discrepancy between this translated document and the Japanese original, the original shall prevail.
Corporate Governance
Date of last revision: June 26, 2025
Nissan Shatai Co., Ltd. President: Takashi Tomiyama Inquiries: Tel. +81-463-21-8001
Code No.: 7222 https://www.nissan-shatai.co.jp
Details of Nissan Shatai’s corporate governance policies and procedures are set out below.
Fundamental Corporate Governance Policies and Basic Information on Capital Structure, Corporate Attributes, and Other Matters
Fundamental Policies
We have clarified the management’s responsibility to provide explanations and are carrying out proper and timely disclosure of information to shareholders and other stakeholders. Furthermore, to continually enhance corporate value, we are ensuring proper execution of business operations by establishing internal control systems, and further enhancing our corporate governance.
Reasons for not taking actions in line with principles of the Corporate Governance Code (Updated)
Supplementary Principle 2-4-1 Ensuring diversity in the promotion, etc. of core human resourcesRegarding employees with a foreign nationality and mid-career hires, please refer to the content described in [Disclosure based on principles of the Corporate Governance Code] → [Supplementary Principle 2-4-1 Ensuring diversity in the promotion, etc. of core human resources] → “(ii) Voluntary and measurable goals and their status.”
Supplementary Principle 4-1-3 – Succession plan for the Chief Executive Officer The policy for the appointment of the next Chief Executive Officer is to select an individual who has an extensive knowledge of the automobile industry and the ability to bring about change, translate words into actions, and other characteristics required of a manager. The Chief Executive Officer selects candidates and the Board of Directors makes a decision upon deliberation based on the discussions and advice of the Nominations and Remuneration Committee.Principle 4-11 – Preconditions for Board of Directors and Board of Statutory Auditors effectivenessNissan Shatai has six directors. Four directors are internal directors, who are individuals with specialized knowledge about their respective areas of responsibility, including
experience with overseas operations, and experience of company management. Two directors are independent outside directors who have extensive knowledge and experience as senior executives outside the automobile industry. We believe that this composition is suitable with respect to achieving both the diversity and proper size of the Board of Directors. Nissan Shatai believes that measures concerning gender diversity should be further studied.
Disclosure based on principles of the Corporate Governance Code
Principle 1-4 – Investments other than for pure investment purposesAlthough Nissan Shatai holds no listed stocks as investments other than for pure investment purposes, Nissan Shatai examines each individual stock considering management policies, management strategies, management plans and holding risks such as social conditions, in addition to the necessity of regional contributions and the status of transactions with the company. The President approves the appropriateness of continuing to hold those stocks and reports the decision to the Board of Directors.
Furthermore, when exercising voting rights pertaining to cross-shareholdings, Nissan Shatai judges whether to support or oppose a proposal in light of the purpose of holding the stocks and after sufficiently considering the management policies and strategies of the company.
Principle 1-7 – Related party transactionsWe use procedures prescribed in the Companies Act for transactions with one or more directors having a conflict of interests.
Transactions with the parent company are carried out according to the Master Production Service Agreement and transaction prices for automobile to the parent company are determined by negotiations that take into account the total cost of manufacturing.
In addition, the background to and details of the negotiations are deliberated by the Business Monitoring Committee, which consists of independent outside directors and independent outside statutory auditors, and are reported to the Board of Directors, and the fact that there are no detrimental effects to the interests of Nissan Shatai or the minority shareholders is confirmed by the Board of Directors.
Supplementary Principle 2-4-1 – Ensuring diversity in the promotion, etc. of core human resources- Policies
Vibrant utilization of people with a wide range of values makes it possible to leverage corporate capabilities to the fullest extent and maintain sustainable growth. Nissan Shatai and Nissan Shatai Kyushu have advocated “promoting diversity” as an important item in our Medium-term Management Plan since fiscal 2015. With a basic policy of “being a company where all workers can fully utilize their skills,” we continuously implement actions to deliver even better results by supporting a healthy lifestyle for all employees, not only those involved in childcare and nursing care.
In the 2023-2027 Medium-term Management Plan, we broaden the scope to “diversity, equity, and inclusion” and intend to put effort into activities that advance fairness and acceptability, not only diversity. In addition to “the active participation of women” and “assisting in realization of childcare and nursing care along with work,” we aim to build a corporate culture that is comfortable for all employees with greater acceptance
of diversity values and views, including age, nationality, sexual orientation, gender identity.
- Voluntary and measurable goals and their status
While each company in the Nissan Shatai Group is undertaking initiatives related to promoting active participation of women and health management, the status of each company differs and no unified indicators or goals have been set. For this reason, the figures shown in the corresponding sections below are for Nissan Shatai on a non-consolidated basis, or for Nissan Shatai and Nissan Shatai Kyushu.
Promoting active participation of women
Nissan Shatai Group are earnestly developing a culture and designing systems on behalf of promoting active participation of women. We seek to expand the percentage of women in new university graduate hires and improve the work environment to facilitate continuation of a career. We also encourage cultivation based on a career plan with the goal of promoting selection in managerial jobs. Roughly 6% of managers were women as of end-March 2025, and Nissan Shatai is working to promote empowerment of more women with a goal of 10% in the future.
In the 2023-2027 Medium-term Management Plan, we intend to formulate and implement an initiative plan for acquisition of “ Eruboshi ” certification. Additionally, we will strengthen corporate PR for a wider segment among new university graduates and activities that lead to employment aimed at bolstering career hires and selection of an even wide range of human resources.
Item
Initiative content
Fiscal 2024 goals
Fiscal 2024 results
Female manager ratio
Implement career discussions
—
5.8% (ten people)
Paternity leave usage ratio
Implement briefing by managers and supervisors Raise awareness of the program via the internal newsletter
—
67.9%
Paid holiday usage ratio
Provide monthly result updates to the manager and implement usage promotions
Average 14 days company-wide
Average 16.3 days company-wide
Utilization of diverse human resources
Nissan Shatai Group does not set specific numerical goals for managerial positions given to foreign employees and mid-career employees but instead appoints managers based on the concept of “ making assignments and appointments of the right person for the right job in accordance with personal capabilities and characteristics,” rather than relying on hiring categories or attributes.
In hiring people with disabilities, Nissan Shatai Group advocates maintaining employment at a level above the legally required percentage and actively implementing hiring activities. Besides hiring new university graduates, it participates in company introductions sponsored by Hello Work and hires a few
mid-career people annually. Since fiscal 2021, it launched the Sunshine team that prepares the workplace environment and is contributing to development of a pleasant workplace.
Items
Fiscal 2024 goal
Fiscal 2024 result
Percentage of employees with disabilities (consolidated)
2.70%
2.67%
- Human Resources Development Policy and Implementation Status
Human Resource Development
Nissan Shatai Group arranges training operations for individuals to attend classes in accordance with their growth. These training activities range from basic knowledge needed in the work world to cultivation of management human resources with broad understanding.
Furthermore, with the aim of fostering a culture of constant improvement, Nissan Shatai Group strongly promotes improvements in product and work process quality via QC circle activities in skilled workplaces and also conducts activities that visualize and resolve issues and Quality Function Deployment (QFD) activities that utilize a quality function deployment methodology in administrative and technology workplaces. It puts efforts into skill education to enhance work efficiency in which employees prepare their own program utilizing management and facilitation capabilities required for managerial positions and digital tools.
The personnel evaluation system promotes employee and company growth by basing compensation on employee performance and contributions. Furthermore, the internal awards program that recognizes employee efforts and results aims to boost enthusiasm and motivation.
- Company environment improvement policy and implementation status
Reinforcement of systems and preparation of the environment
In addition to existing flex work, short working hours system, and promotion of using annual paid holidays, we are offering support for the joint realization of work and childcare/nursing care, including the introduction of family support leave that can be applied to childcare, nursing care, and other situations, and a teleworking system, and the revision of our systems to make them easier to use, such as converting the absence from work after childbirth into leave, etc. Furthermore, we are also promoting the use of assistance equipment that lightens the load of picking up heavy items and automation to facilitate the engagement of women in skilled workplaces.
We are reinforcing the environment to enable the continuation of careers and realization of performance through childbirth and childcare and continuously implementing education to foster an internal culture that makes it easy for men to participate in childcare too. In April 2019, we opened a preschool within the company called “Kids’ Caravan” and created an environment where it is easy to work during the childcare period.
Furthermore, we conducted an internal questionnaire on DE&I to incorporate the opinions of our employees as we endeavor to bolster our activities in this area. Going forward, we will continue to measure their effects quantitatively.
(Results of an internal questionnaire on DE&I)
Fiscal 2024 questionnaire: Penetration and affirmative response rate of 72.7% (Nissan Shatai and Nissan Shatai Kyushu)
Platinum Kurumin
Nissan Shatai was the first company with 300 or more employees in Hiratsuka to receive certification based on Article 13 of the Act on Advancement of Measures to Support Raising Next-Generation Children, which is commonly known as “ Kurumin ” certification, in May 2017. Additionally, since July 2020, we continuously acquired “Platinum Kurumin” certification available to “Kurumin” certified companies that conduct even more advanced initiatives.
Eruboshi certification
In January 2025, Nissan Shatai was selected from among the companies that formulated and submitted action plans based on the Act on Promotion of Women’s Participation and Advancement in the Workplace to receive the third and highest level of Eruboshi certification (three stars), which is granted by the Minister of Health, Labour and Welfare to companies that have made excellent efforts related to the active participation of women.
Health management
With a corporate policy that “Only people with sound mind and body are able to work with vigor, peace of mind, and integrity,” Nissan Shatai Group arranges operations with industrial physicians, public health nurses, medical nurses, counselors, and others, and cooperate with external specialty agencies, and address health maintenance and enhancement activities as organizational capabilities.
Nissan Shatai Group provides health guidance based on health diagnosis results and conducts food seminars and other events at preventing lifestyle diseases. It also conducts mental health measures such as workplace improvement activities for high stress workplaces based on stress check results and seminars. These data-based efforts have successfully clarified issues and supported activities to prevent mental and physical difficulties ahead of time. It implements the PDCA cycle annually for these activities to review results and intends to deepen and continue activities. Thanks to these efforts, Nissan Shatai and Nissan Shatai Kyushu have received certification as a “Health and Productivity Management Organization –White 500” from the Ministry of Economy, Trade and Industry and the Nippon Kenko Kaigi.
Employee engagement
Nissan Shatai Group implements workplace improvement activities that address workplace issues and requests. It has prioritized items from the many requests regarding heat-related measures, toilets, changing rooms, welfare buildings, common areas, and dormitories for single people and proceeded with improvements. It intends to continue efforts through close communication with employees and confirmation of requests. Furthermore, Nissan Shatai Group prepares and distributes a pamphlet that covers company topics, connections to SDGs, contributions to local society, awards received at external events, and other results that reflect employee efforts and are a source of pride. It plans to continue preparing the pamphlet to encourage feelings of happiness and pride regarding
work at the group by enabling all employees to share and understand these company initiatives.
Principle 2-6 – Roles of corporate pension funds as asset ownersNissan Shatai outsources the specific management of assets in the corporate pension funds to several asset management firms and the company’s accounting section monitors the performance of these firms. There is a Corporate Pension Fund Operations Oversight Committee that includes labor union representation and managers at Nissan Shatai involved with human resources, labor relations, and finance and accounting. On a regular basis, this committee receives reports on the results of monitoring of asset management performance, confirms suitability of the composition of assets, asset management performance and other matters, evaluates the asset management firms and performs other tasks on a regular basis. The objectives are to prevent conflicts of interest between pension funds beneficiaries and Nissan Shatai and to ensure the soundness of pension funds asset management. In addition, to ensure that this framework functions properly, people with the necessary experience and characteristics are assigned to these activities and there are training programs for these people.
Principle 3-1 – Full disclosure- Company objectives (e.g., business principles), business strategies and business plans
This information is in the Management Philosophy and Medium-term Management Plan section of the Nissan Shatai website.
https://www.nissan-shatai.co.jp/EN/IR/MANAGEMENT/index.html
https://http://www.nissan-shatai.co.jp/EN/IR/MANAGEMENT/PLAN/
- Basic views and guidelines on corporate governance based on each of the principles of the Code
This information is stated in “I. 1. Fundamental Policies” of the Nissan Shatai Corporate Governance Report and in “Initiatives to Comply with the Code” in the “For Investors” section of the Nissan Shatai website.
https://http://www.nissan-shatai.co.jp/EN/IR/GOVERNANCE/CODE/index.html
- Board policies and procedures in determining the remuneration of the senior management and directors
The policy and procedure for determining remuneration for directors are explained in “II. 1 Directors’ Remuneration” in the Corporate Governance Report.
Just as for directors, remuneration for senior management is determined each year based on results of operations and the performance of each individual.
- Policies and procedures for the Board of Directors to appointment/dismissal senior management and to nominate director and statutory auditor candidates The most important roles of the Board of Directors are discussing and reaching decisions by objectively and multilaterally examining items submitted regarding practicality, suitability, risk and other items, based on an exchange of opinions from many viewpoints that use their experience, knowledge, specialized skills and other resources of directors and statutory auditors at meetings, and supervising and auditing in a suitable and timely manner the execution of these decisions. Suitable candidates for directors and statutory auditors are submitted at shareholders meetings based on the
discussions and advice of the Nominations and Remuneration Committee in order to make it possible to perform these roles.
Individuals with deep understanding of our business and our operating environment and, as leaders of the organization, capable and experienced in adequately and with speed implementing decisions taken by the Board of Directors will be appointed. A senior management is terminated in the event that the behavior of an individual is improper or inappropriate for the leader of an organization or that an individual is determined to be unsuitable to serve as the leader of an organization.
- Explanation of an appointment/dismissal or nomination when the Board of Directors, according to the policies explained in the preceding item (iv), appoints or dismisses a senior management or nominates a director or statutory auditor Director and statutory auditor candidates are nominated according to the policies described in "Principle 3-1 – Full disclosure" item (iv).
Explanations of specific nominations are provided in Reference Materials for General Shareholder Meeting.
Senior managements are appointed and dismissed according to the policies explained in "Principle 3-1 – Full disclosure" item (iv).
Supplementary Principle 3-1-3 – Sustainability initiatives- Sustainability initiatives
Nissan Shatai and Nissan Shatai Kyushu approach the environment, society, employees, and respect for human rights as management issues from the standpoint of sustainability, and one of the pillars of our 2023-2027 Medium-term Management Plan advocates establishment of a “sustainable corporate foundation.” The “sustainable corporate foundation” mainly involves promotion of initiatives aimed at realizing carbon neutrality in 2050 and also company climate in which anyone can work with motivation and peace of mind.
We report initiatives related to sustainability to the Board of Directors at appropriate times.
We establish a Risk Management Committee with the Director & President as the Committee Chair to promote risk management, discover and identify matters that interfere with business continuity and risks that threaten stakeholder safety and reassurance, and review and implement necessary measures. These processes aim to prevent risks ahead of time and minimize damages and prevent reoccurrence if they occur. We identify and assess risks based on the frequency of occurrence and scale of damages and manage serious risks via the Risk Management Committee.
- Investment in human capital and intellectual property, etc. [Human Capital]
Employees are the source of our corporate growth and advancements. Nissan Shatai Group hence sees employees as “human resources and assets” rather than “personnel.” We believe the employees working at our company are the most vital assets and strive to cultivate and educate human resources with the aim of being a company that can coexist with society, the environment, and nature.
Nissan Shatai Group discusses important points related to human capital in a meeting comprised of the President and Senior Vice Presidents and reaches decisions on
proposals that should be submitted to the Executive Committee. We set KPI related to diversity, active participation of women, long-hour labor, and leave usage, confirm progress, and report to the Board of Directors as appropriate. Regarding risk and responses related to impact of resource shortages on work, the Risk Management Committee discusses these topics and reports the results to the Board of Directors.
[Intellectual Property]In the automobile industry, technological progress involving vehicle safety, environmental protection, convenience and other items is accelerating, and there is a strong demand for technological capabilities that can reliably respond to the next generation of vehicles. Additionally, many of our vehicles have a long life cycle, and we recognize that next-generation power trains and implementation of advanced technologies are an urgent necessity. Amidst this environment, we have set "Evolution and deepening of uniqueness" as one of the important issues for the 2023-2027 medium-term management plan, and we will continue to explore innovation, efficiency and flexibility through technologies and ideas brimming with uniqueness. Furthermore, we will tackle the “Creation of appealing products” and aim to meet the diversifying needs of our customers in a timely manner and create products and value which excite our customers. For this reason, we believe that it is essential to establish new technologies and new construction methods to solve problems such as the development of fundamental technologies for the future and responding to next-generation vehicles, and a technical committee has been established to encourage active proposals from within Nissan Shatai and to make necessary investments.
- TCFD or equivalent frameworks
In environment-related initiatives, based on recommendations by the Task Force on Climate-Related Financial Disclosures (TCFD), we intend to build governance and risk management that address climate change and review risks and opportunities as well as responses in accordance with the climate change scenario. We plan to advance responses recognized risks and opportunities and promote initiatives to realize a “sustainable corporate foundation.”
We formed an Environment Committee and are promoting organizational activities to reduce the environmental burden by formulating environment-related policies, targets, and goals, confirming progress with the environmental management plans of each department, and discussing revisions to the environment management system. The Director & Senior Vice President, who is responsible for the overall supervision of environment-related activities, chairs the Environment Committee and periodically reports content from the Environment Committee at the Executive Committee chaired by the Director & President. The Director & Senior Vice President reports discussions and decision items from the Environment Committee at the Board of Directors.
<_strategies2c_ risks="" and="" opportunities="">For our review of climate change risks and opportunities that affect business, we envisioned a society based on the IEA’s 4℃ and 2℃ scenarios and the IPCC’s 1.5℃ special report. The following table presents recognized risks and opportunities. We also intend to cautiously review impact on the company’s financial conditions.
Category
Risks and opportunities
Risks
Policy and legal regulations
Impact of technology development and production costs to comply with even stricter car fuel economy and emission regulations
Increase in energy costs due to deployment and expansion of a carbon tax
Market change
Decline in new vehicle sales volume due to change in consumer sentiment such as increased use of public transportation, bicycles, and mobility services
Price upturn
Upturn in raw material prices accompanying increase in demand related environmental responses
Abnormal weather
Plant disaster accompanying abnormal weather related to hotter temperatures (suspended operations, restoration investments, etc.)
Severing of the supply chain by abnormal weather related to hotter temperatures
Opportunities
Increase in demand driven by development of CASE-related products
Reduction of energy costs through expansion of investments in energy-saving measures
IEA: International Energy Agency
IPCC: Intergovernmental Panel on Climate Change
CASE: Connected, Autonomous, Shared & Services, Electric
In the 2023-2027 Medium-term Management Plan, Nissan Shatai Group intends to implement the following activities aimed at minimizing recognized climate change risks and maximizing opportunities.
Realization of technology that improves the global environment via carbon neutrality and responds to customer needs
Rigorous utilization of existing technology items
Promotion of LEDs for all lighting, renewals to energy-saving facilities, further visualization of energy consumption, and promotion of eco-friendly offices
Deployment of clean energy
Deployment of solar power and other renewable energy
Development of technologies needed for responses to CASE and other trends
Realization of quality that exceeds customer expectations
Response to legal and social requirements
Preparation for disasters and a business continuity plan (BCP)
Preparation for serious disasters
Response to parts supply issues
Nissan Shatai Group intends to review issues and responses and proceed with actions in addressing risks related to climate change by operating the Risk Management Committee, Environment Committee, and Environment Management System.
Nissan Shatai and Nissan Shatai Kyushu set a goal pertaining to climate change of reducing CO2 emissions per unit by 52% from fiscal 2018 levels by 2030, premised on attaining carbon neutrality in 2050. The following table presents CO2 emissions in Scope 1 and 2 at Nissan Shatai and Nissan Shatai Kyushu.
Fiscal 2018 CO2 emissions(corporate carbon footprint) Unit: t-CO2
Scope 1 :20,209
Scope 2 :42,081
Scope 1 + 2 :62,290
Nissan Shatai Co., Ltd. :31,960 Nissan Shatai Kyushu Co., Ltd. :30,330
Basic unit pertaining to CO2 emissions/CO2 emissions per production vehicle: 0.28
Fiscal 2024 CO2 emissions(corporate carbon footprint) Unit: t-CO2
Scope 1 :19,592
Scope 2 :34,253
Scope 1 + 2 :53,845
Nissan Shatai Co., Ltd. :21,473 Nissan Shatai Kyushu Co., Ltd. :32,372
Basic unit pertaining to CO2 emissions/CO2 emissions per production vehicle: 0.37
*Nissan Shatai’s covered locations: Head Office and Shonan Plant, Techno Center, and Hadano Office
- Respect for human rights
Human rights philosophy
Nissan Shatai Group considers the strict adherence to corporate rules and applicable laws and practices fundamental to its business activity. The human rights of all stakeholders must be respected and all employees must act while upholding the highest ethical standards. We do not condone discrimination on the basis of race, nationality, gender, religion, disability, age, place of origin, gender identity, sexual orientation or any other characteristic nor infringement on human rights in the supply chain, such as forced labor and child labor.
Initiatives related to human rights
Nissan Shatai and Nissan Shatai Kyushu conduct initiatives related to human rights based on the following code of conduct and guidelines to ensure respect for the human rights of all stakeholders as a member of the Nissan Group.
Global Code of Conduct
https://www.nissan-shatai.co.jp/EN/ENVIRONMENT/HUMANRIGHTS/PDF/NISSAN_GCC_E_2401.pdf
Nissan Supplier Sustainability Guidelines https://www.nissan-
shatai.co.jp/EN/ENVIRONMENT/HUMANRIGHTS/PDF/Supplier_Sustainability_ Guidelines_e.pdf
Supplementary Principle 4-1-1 – Summary of scope of delegations to senior executive by the Board of DirectorsThe Board of Directors makes decisions about items that must be made by the Board of Directors in accordance with laws and regulations and about important items concerning business operations as stipulated in the Board of Directors Rules. For other items, the internal regulations (delegation of authority) designate individuals with the authority to make decisions and specify the decision-making process. The goals are increasing transparency of the decision-making process and the efficiency of business operations.
Principle 4-9 – Independence standards and qualifications for independent outside directorsCandidates for independent outside directors are nominated and submitted to a general shareholders’ meeting after discussions and examinations based on requirements for outside directors of the Companies Act and standards for independent outside directors of the Tokyo Stock Exchange.
Supplementary Principle 4-10-1 – Authority and role of the Nomination Committee and Remuneration CommitteeSame as explained in "II. Management Organization for Operational Decision-Making, Execution, and Supervision, and Other Corporate Governance Structures - 2. Functions Including Business Execution, Audit, Supervision, Appointments, and Remuneration Determination (Outline of Current Corporate Governance Systems)" of the Nissan Shatai Corporate Governance Report.
Supplementary Principle 4-11-1 – Ensuring the effectiveness of the Board of DirectorsRegarding the balance of knowledge, experience, and abilities of the Board of Directors as a whole, its diversity and scale, and policies and procedures regarding the appointment of directors, it is as explained in “Principle 3-1 Full disclosure - item (iv) Policies and procedures for the Board of Directors to appoint/dismiss senior management and to nominate director and statutory auditor candidates”
The skill matrix listing directors' knowledge, experience, and abilities is as shown in "V. Other Matters - 2. Other Matters Related to Corporate Governance Systems" of the Nissan Shatai Corporate Governance Report.
Supplementary Principle 4-11-2 – Directors and statutory auditors who concurrently have outside positionsInformation about concurrent outside position as directors and statutory auditors is provided in the Business Report.
Supplementary Principle 4-11-3 – Analysis and evaluation by the Board of Directors of the board’s effectivenessThe Board of Directors of Nissan Shatai has carried out an evaluation of the effectiveness of the FY2024 Board of Directors taking account of analyses by a third-party organization, and hereby announces an overview of these results.
Method and process of evaluation
The Board of Directors evaluated its effectiveness in the following method.
The Board of Directors distributed a questionnaire prepared by a third-party organization to all Directors and Statutory Auditors, and they all answered it.Studies were conducted by this organization based on the answers, and Nissan Shatai received a report including the result of the studies.Firstly, based on the report, responses were discussed and evaluated by Outside Directors and Statutory Auditors.Then, all Directors and Statutory Auditors performed evaluations and discussions about the effectiveness of the Board of Directors, and confirmed actions for further improving board’s effectiveness.(Main items in the questionnaire)
Composition, operation, and discussions of the Board of Directors
Monitoring functions of the Board of Directors
Training for Directors and Statutory Auditors
Operation and discussions of the voluntary committees
Overview of the evaluation results
As a result of the evaluation, Nissan Shatai’s Board of Directors confirms that the effectiveness of the Board of Directors is ensured. The overview is as follows.
The Board of Directors is comprised of members with sufficient knowledge and experience.
The Board of Directors has established sufficient deliberation time and is endeavoring to realize appropriate decision-making and management supervision.
All the members of the Board of Directors, including Outside Directors and Outside Statutory Auditors, possessing a wide range of experience and expertise state opinions and advice based on their respective experiences and perspectives, and fulfill the roles that they should fulfill.
Opinions and issues to enhance effectiveness
We have executed the following initiatives to address the issues recognized in the FY2023 evaluation.
Further enhancement of deliberations concerning important transactions
The conditions for transactions with the parent company and the use of the group finance system used by each company of the Nissan Group were deliberated in the Business Monitoring Committee, and their use was revised after discussion by the Board of Directors.
Continuation of consideration for the members of the Board of Directors
We have been reviewing the members of the Board of Directors, including the diversity thereof. A female Substitute Statutory Auditor was elected at the general shareholders meeting held on June 26, 2025.
In discussions concerning evaluations by all of the Directors and Statutory Auditors, there were opinions regarding further enhancement of deliberations concerning important transactions, continuation of consideration for the members of the Board of Directors, and further enhancement of discussions regarding growth strategies, including improving profitability, and initiatives for ESG and SDGs, with the objective of further enhancing effectiveness. We will continue to work on these matters.
Supplementary Principle 4-14-2 – Training policy for directors and statutory auditorsNew directors and statutory auditors receive explanations of basic information about Nissan Shatai’s business operations, management, financial strategy and other items. During their terms, these individuals also receive updated information as needed. In addition, internal and external seminars are held as needed to provide directors and statutory auditors with information about corporate governance, finance and accounting, laws and regulations, and other subjects as needed.
Principle 5-1 – Policy for constructive dialogue with shareholdersPolicy for constructive dialogue with shareholders
We use the For Investors section of our website, general shareholders meetings and other channels to explain in a manner that is easy to understand our results of operations, business operations, management policies and other items. Proper shareholder dialogues are performed with the oversight of directors in charge upon consultation with the other directors and all relevant departments. In addition, shareholders’ opinions and other information from shareholder dialogues are shared with the Board of Directors, Executive Committee and other organizational units as needed.
We manage insider information during shareholder dialogues properly in accordance with the Rule for Prevention and Management of Insider Trading, which is an internal regulation.
Status of implementation of dialogue with shareholders, etc.
The status of implementation of dialogue with shareholders, etc. is published on the Nissan Shatai website.
(https://www.nissan-shatai.co.jp/IR/GOVERNANCE/MEASURE/index.html)
Action to Implement Management that is Conscious of Cost of Capital and Stock Price
Description (Updated)
Disclosure of initiatives (Update)
Date of update (Updated)
June 26, 2025
Explanation of relevant matters
Nissan Shatai’s Board of Directors confirms return on capital of the company by comparing its cost of capital with its ROE.
Nissan Shatai IR website includes an overview of the company’s efforts to achieve sustainable growth and enhancing corporate value over the medium to long-term to enhance our stock price.
https://www.nissan-shatai.co.jp/EN/IR/MANAGEMENT/PLAN/index.html
https://www.nissan-shatai.co.jp/EN/IR/STOCK/DIVIDEND/index.html
- Policies
Capital Structure
30% or more
Foreign Shareholding Ratio
Major Shareholders (Updated)
Name | No. of shares held | % of total shares held |
Nissan Motor Co., Ltd. | 67,726,898 | 50.00% |
ECM MF | 30,602,800 | 22.59% |
BNY GCM CLIENT ACCOUNT JPRD AC ISG (FEAC) | 5,617,428 | 4.15% |
INTERTRUST TRUSTEES (CAYMAN) LIMITED SOLELY IN ITS CAPACITY AS TRUSTEE OF JAPAN-UP | 4,618,600 | 3.41% |
The Master Trust Bank of Japan, Ltd. (Trust Account) | 3,226,400 | 2.38% |
GOLDMAN SACHS INTERNATIONAL | 3,068,788 | 2.27% |
Nissan Shatai Supplier Stock Ownership Plan | 2,460,500 | 1.82% |
JP MORGAN CHASE BANK 385781 | 883,183 | 0.65% |
Custody Bank of Japan, Ltd. (Trust Account) | 827,700 | 0.61% |
NORTHERN TRUST CO. (AVFC) RE I EDU UCITS CLIENTS NON LENDING 15 PCT TREATY ACCOUNT | 650,000 | 0.48% |
Controlling shareholders (other than parent company) | — |
Parent company | Nissan Motor Co., Ltd. (Listed on Tokyo Stock Exchange, code no. 7201) |
Supplementary explanation (Updated)
Information about major shareholders is as of March 31, 2025.
In its Large Shareholding Report (Change Report) made available for public inspection on September 27, 2024, Effissimo Capital Management Pte. Ltd. listed the shares below as being held as of September 20, 2024. However, Nissan Shatai is unable to confirm the number of beneficially owned shares as of March 31, 2025. Accordingly, Effissimo Capital Management is not included in the above list of major shareholders.
The contents of the Large Shareholding Report (Change Report) are as follows. Name: Effissimo Capital Management Pte. Ltd.
Number of shares held: 40,199,300
The Holding Ratio of Share Certificates, etc.: 29.68%
Corporate Attributes
Stock exchange listing
Standard of Tokyo Stock Exchange
Fiscal year-end
March
Sector
Transportation equipment
Number of employees at latest fiscal year-end (consolidated)
1,000 or more
Consolidated net sales for latest fiscal year
Between 100 billion and less than 1 trillion yen
Number of consolidated subsidiaries at latest fiscal year-end
Fewer than 10
Guidelines for Measures to Protect Minority Shareholders When Dealing with Controlling Shareholders (Updated)
Transactions with the parent company are carried out according to the Master Production Service Agreement and transaction prices for automobile to the parent company are determined by negotiations that take into account the total cost of manufacturing.
In addition, the background to and details of the negotiations are deliberated by the Business Monitoring Committee, which consists of independent outside directors and independent outside statutory auditors, and are reported to the Board of Directors, and the fact that there are no detrimental effects to the interests of Nissan Shatai or the minority shareholders is confirmed by the Board of Directors.The Business Monitoring Committee is a special committee that, as required by Supplementary Principle 4-8-3 of the Corporate Governance Code, deliberates on and examines important transactions and acts in which there is a conflict of interests between the controlling shareholder and the minority shareholders. In addition, two independent outside directors and two independent outside statutory auditors are appointed, which serves as an institutional guarantee for the protection of minority shareholders.
Furthermore, Nissan Shatai is using the Cash Management System (CMS), the group finance system used by each company of the Nissan group, as a means of
payment for working capital, taking into account the fact that it has liquidity with respect to the demand for funds and it is highly convenient because it offers netting functions, payment agency functions, etc.
Other Special Circumstances That May Have Material Effects on Corporate Governance (Updated)
There are instances where the motor vehicles business of the Nissan Shatai Group competes with the production bases in Japan and other countries of parent company Nissan Motor Co., Ltd.; furthermore, if there is a significant change regarding the competitiveness of the Nissan Shatai Group within the Nissan Motor Group due to Nissan Motor’s change of its product strategy or some other action, there may be an effect on the financial condition and performance of the Nissan Shatai Group. In this event, there will be a great need to further upgrade the integrated manufacturing infrastructure that is one of key strengths and to enhance clear core technologies on a global scale.
The 2023-2027 Medium-term Management Plan describes a group vision of “Contribute to society through our commercial vehicles, premium cars, specially equipped vehicles, and support businesses and become the one and only presence trusted by our customers” and Nissan Shatai is tackling “sustainable corporate foundation,” “creation of appealing products,” and “evolution and deepening of uniqueness,” as three priority issues.
Nissan Motor Co., Ltd., holds 50.0% of voting rights in Nissan Shatai. Since 97.7% (Consolidated) and 99.7%(Non-Consolidated) of Nissan Shatai sales come from Nissan Motor Co., Ltd.,, its performance relies heavily on trends in vehicle sales by the parent company.
When formulating and implementing revenue, quality, and other plans for each fiscal year, Nissan Shatai takes into account the parent company’s management policies.
Transactions with the parent company are carried out according to the Master Production Service Agreement and transaction prices for automobile to the parent company are determined by negotiations that take into account the total cost of manufacturing.
In addition, the background to and details of the negotiations are deliberated by the Business Monitoring Committee, which consists of independent outside directors and independent outside statutory auditors, and are reported to the Board of Directors, and the fact that there are no detrimental effects to the interests of Nissan Shatai or the minority shareholders is confirmed by the Board of Directors. While Nissan Shatai maintains close cooperative relationships with Nissan Motor and its group companies throughout our business activities, we also preserve a certain level of independence from the parent company.
Management Organization for Operational Decision-Making, Execution, and Supervision, and Other Corporate Governance Structures
Organizational Structure, Operation, Etc.
with
Company auditors
Organizational form
Directors
Number of directors specified in the Articles of Incorporation | No upper limit set |
Term of office for directors specified in the Articles of Incorporation | Two years |
Chairperson of the Board of Directors | President |
Number of directors | Six |
Outside directors appointed | Yes |
Number of outside directors | Two |
Number of outside directors designated as independent directors | Two |
Relationship to company (1)
Name | Affiliation | Relationship to company* | ||||||||||
a | b | c | d | e | f | g | h | i | j | k | ||
Yasuyuki Ohira | From another company | |||||||||||
Hideaki Shinada | From another company | |||||||||||
* Selection criteria regarding relationship with the Company.
〇is used if the individual in question is applicable to each item, current or recent, while △ is used if he/she was applicable in the past.
is used if a relative of the individual in question is applicable to each item, current or recent, while ▲ is used if he/she was applicable in the past.
Person executing business of the listed company or its subsidiary
Person executing business or non-executive director of the parent of the listed company
Person executing business of a fellow subsidiary of the listed company
Person/entity dealing with the listed company as its major business partner or the person executing its business
Major business partner of the listed company or the person executing its business
Consultant, accounting expert or legal expert gaining significant amount of money or properties from the listed company, apart from officer remuneration
Major shareholder of the listed company (if such shareholder is a corporation, the person executing its business)
Person executing business (himself or herself only) of a business partner of the listed company (applicable to none of d, e or f above)
Person executing business (himself or herself only) of another company holding cross-directorships/ cross-auditorships with the listed company
Person executing business (himself or herself only) of an entity to which the listed company provides donations
Others
Relationship to company (2) (Updated)
Name
Indepen dent director
Supplementary explanation of applicable items
Reason for being appointed as outside director (including reason for being designated as independent director if so designated)
Yasuyuki Ohira
○
Mr. Yasuyuki Ohira is a former director and currently an advisor of Sapporo Holdings Ltd. (scheduled to retire on June 29, 2025). There are no capital ties and business relations between Nissan Shatai and this company or any other companies where Mr. Ohira was employed.
Mr. Ohira has many years of experience in engineering operations in another industry, and also served as the head of the production engineering division and research and development division. From these backgrounds, he has abundant and broad insight into overall management. He fulfills the requirements for an independent director and is judged to present no risk of a conflict of interest with general shareholders.
Hideaki Shinada
○
Mr. Hideaki Shinada is an external director of MatsukiyoCocokara & Co. and a former Representative
Mr. Shinada has many years of experience in food division in another industry, and
Director and President of
served as the global
Ajinomoto AGF, Inc.
business manager and
There are no capital ties and
the president of a
business relations between
group company.
Nissan Shatai and these
From these
company or any other
backgrounds, he has
companies where Mr.
abundant and broad
Shinada was employed.
insight into overall
management. He
fulfills the
requirements for an
independent director
and is judged to
present no risk of a
conflict of interest
with general
shareholders.
Established
Voluntary Establishment of Committee(s) Corresponding to Nomination Committee or Remuneration Committee
Committee’s Name, Composition, and Attributes of Chairperson
Committee Corresponding to Nomination Committee | Committee Corresponding to Remuneration Committee | |
Committee’s Name | Nominations and Remuneration Committee | Nominations and Remuneration Committee |
All Committee Members | 3 | 3 |
Full-time Members | 0 | 0 |
Inside Directors | 1 | 1 |
Outside Directors | 2 | 2 |
Outside Experts | 0 | 0 |
Other | 0 | 0 |
Chairperson | An outside director | An outside director |
Supplementary Explanation Regarding the roles of the committees and the policy on independence regarding the composition of the committees, please refer to the content described in [II. Management Organization for Operational Decision-Making, Execution, and Supervision, and Other Corporate Governance Structures]
→ [2. Functions Including Business Execution, Audit, Supervision, Appointments, and Remuneration Determination (Outline of Current Corporate Governance Systems)].
Statutory Auditors
Board of Statutory Auditors established | Yes |
Number of statutory auditors specified in the Articles of Incorporation | No upper limit set |
Number of statutory auditors | Three |
Collaboration among statutory auditors, accounting auditor, and internal audit division
The accounting auditor reports to the statutory auditors on audit plans and results, and both parties exchange views in an effort to achieve efficient and effective audits. The statutory auditors and the Internal Audit Office collaborate and exchange information quarterly and as required.
Outside statutory auditors appointed | Yes |
Number of outside statutory auditors | Two |
Number of outside statutory auditors designated as independent statutory auditors | Two |
Relationship to company (1)
Name | Affiliation | Relationship to company* | ||||||||||||
a | b | c | d | e | f | g | h | i | j | k | l | m | ||
Tomonori Ito | From another company | △ | ||||||||||||
Nobutaka Kanaji | From another company | |||||||||||||
* Selection criteria regarding relationship with the Company.
is used if the individual in question is applicable to each item, current or recent, while △ is used if he/she was applicable in the past.
is used if a relative of the individual in question is applicable to each item, current or recent, while ▲ is used if he/she was applicable in the past.
Person executing business of the listed company or its subsidiary
Non-executive director or accounting advisor of the listed company or its subsidiary
Person executing business or non-executive director of the parent of the listed company
Audit & supervisory board members of the parent of the listed company
Person executing business of a fellow subsidiary of the listed company
Person/entity dealing with the listed company as its major business partner or the person executing its business
Major business partner of the listed company or the person executing its business
Consultant, accounting expert or legal expert gaining significant amount of money or properties from the listed company, apart from officer remuneration
Major shareholder of the listed company (if such shareholder is a corporation, the person executing its business)
Person executing business (himself or herself only) of a business partner of the listed company (applicable to none off, g or h above)
Person executing business (himself or herself only) of another company holding cross-directorships/ cross-auditorships with the listed company
Person executing business (himself or herself only) of an entity to which the listed company provides donations
Others
Relationship to company (2) (Updated)
Name
Independ ent statutory auditor
Supplementary explanation of applicable items
Reason for being appointed as outside statutory auditor (including reason for being designated as independent statutory
auditor if so designated)
Mr. Tomonori Ito is a
Director of Kanagawa
Association of Corporate
Executives and a former
executive officer of The
Mr. Ito has abundant and
Bank of Yokohama
broad insight into
Ltd.There are no capital
corporate management
ties between Nissan
and finances from many
Shatai and these two
years of experience in
companies. There are
financial institution and
Tomonori Ito
○
regular commercial banking transactions
with this bank, such as
another industry. He fulfills the requirements
for an independent
deposits and other items,
statutory auditor and is
but no loans from this
judged to present no risk
bank. In FY2024, fees
of a conflict of interest
and commissions paid to
with general
this bank by Nissan
shareholders.
Shatai were insignificant
(less than 1% of this
bank's annual ordinary
income) and there were
no sales to this bank by
Nissan Shatai. In
addition, there are no capital ties and business relations between Nissan Shatai and any other companies where Mr. Ito was employed.
Mr. Kanaji has many
years of experience in
Mr. Nobutaka Kanaji is
information and
an external director of
communication field in
LPIXEL Inc. and former
another industry, and
Representative Director
supervised various
and President of T-Gaia
departments such as sales
Corporation. There are
division and corporate
Nobutaka
no capital ties and
division. From these
Kanaji
○
business relations
backgrounds, he has
between Nissan Shatai
abundant and broad
and these two companies
insight into overall
or any other companies
management. He fulfills
where Mr. Kanaji was
the requirements for an
employed.
independent director and
is judged to present no
risk of a conflict of
interest with general
shareholders.
Independent Directors and Independent Statutory Auditors
Four
Number of independent directors and independent statutory auditors
Other matters related to independent directors and independent statutory auditors
All outside directors and outside statutory auditors who are eligible to be independent directors or independent statutory auditors have been so designated.
Incentives
Introduction of performance-linked remuneration system
Measures granting incentives to directors
Supplementary explanation
Part of the remuneration of directors is linked to Nissan Shatai’s results of operations and the performance of individual directors in order to clarify the directors’ accountability regarding their performance and responsibilities in each fiscal year.
Persons granted stock options
Supplementary explanation
—
Directors’ Remuneration
Individual directors’ remuneration is not disclosed.
Disclosure (of individual directors’ remuneration)
Supplementary explanation
The total amount of directors’ remuneration is disclosed in the securities report and the business report.
Yes
Policies for deciding remuneration amount or calculation method
Disclosure of policies for deciding remuneration amount or calculation method
Remuneration for Directors is paid within the ceiling amount approved at the general shareholders meeting and has two components: (1) Annual base salary that is fixed and based on each Director’s roles and responsibilities and (2) performance-based remuneration that is determined in accordance with the achievement of major Nissan Shatai performance targets and the performance of each Director. Only Directors who are also Corporate Officers are eligible to receive performance-based remuneration. Outside Directors receive only annual base salary.
Statutory Auditors receive only annual base salary and the amount of this remuneration is determined by the Statutory Auditors.
Remuneration for Directors and Statutory Auditors is based on resolutions approved at the general shareholders meeting held on June 30, 1982. These resolutions limit total monthly remuneration to 30 million yen for Directors and 5 million yen for Statutory Auditors. At the end of this general shareholders meeting, Nissan Shatai had 15 Directors and 2 Statutory Auditors.
The Board of Directors has given Nissan Shatai President the authority to determine the base salary and remuneration linked to results of operations of individual directors. The reason is the judgment of directors that this delegation of authority is appropriate because, with the involvement of the Nominations and Remuneration Committee, the company president is able to evaluate the performance of the business units supervised by individual directors. The president prepares an initial proposal for remuneration and submits the proposal to the Nominations and Remuneration Committee. The president then takes the results of the committee’s discussions into consideration and makes final decisions concerning remuneration.
Method for determining remuneration for individual directors
Policy and method for determining remuneration for individual directors
On March 22, 2022, the Board of Directors approved a resolution concerning partial amendment of the policy for determining remuneration for individual directors. Before this resolution was approved, the Nominations and Remuneration Committee discussed the proposed policy and submitted their findings to the Board of Directors.
Summary of the remuneration policy
There are two components of remuneration, both monetary, for directors. One is a fixed base salary. The other is remuneration linked to results of operations that is determined in accordance with the achievement of major Nissan Shatai performance targets and the performance of each director. Outside directors receive only the base salary.
The base salary is a fixed monthly payment that is determined by taking into consideration executive titles, duties, Nissan Shatai’s results of operations, the contributions of each director and other factors.
Remuneration linked to results of operations is monetary remuneration that reflects performance indicators for results of operations in each fiscal year. This remuneration is paid in addition to the monthly base salary.
Remuneration linked to results of operations is determined by using companies in similar industries as benchmarks and establishing a standard ratio of the base salary for each executive title. These standard ratios are determined by the Board of Directors after taking into account the results of a discussion of this matter by the Nominations and Remuneration Committee.
Remuneration linked to results of operations
Remuneration linked to results of operations ratio is calculated by multiplying the payment ratio that is established for each title of directors who are also Nissan Shatai corporate officers (40% of FY base salary for the president and 30% for other directors) by the degree to which each individual’s targets concerning financial indicators and other performance were achieved in the applicable fiscal year. Financial indicators used for remuneration linked to results of operations are major indicators for the preservation of a sound foundation for business operations for many more years and include consolidated operating income, consolidated free cash flows and other items. Furthermore, these indicators are consistent with the current medium-term management plan and are reexamined as needed to reflect changes in the business climate. To evaluate personal accomplishments, targets for quality and productivity improvements and other items are established that reflect each individual’s duties. These items are selected in each fiscal year upon agreement by the president and each director who is also a corporate officer.
Support Systems for Outside Directors and Outside Statutory Auditors
The Secretariat (secretarial and director support) regularly collaborates with outside directors, and the Secretariat (statutory auditor support) regularly collaborates with outside statutory auditors.
Directors receive documents associated with upcoming meetings of the Board of Directors prior to these meetings as well as preliminary explanations of agenda items as needed.
[Status of Persons Who Have Retired from a Position Such as Representative Director and President]
▮Retired Representative Director and Presidents, etc. Holding Advisory or Any Other Position in the Company
Name | Title/Position | Responsibilities | Working Form and Conditions (Full-time/Part-time, Paid/Unpaid, etc.) | Date of Retirement from Position Such as President | Term of Office |
0
Total Number of Retired Representative Director and Presidents, etc. Holding Advisory or Any Other Position in the Company
▮Other Matters
Functions Including Business Execution, Audit, Supervision, Appointments, and Remuneration Determination (Outline of Current Corporate Governance Systems) (Updated)
Nissan Shatai has a Board of Directors, which decides material business activities of Nissan Shatai and monitors the activities of individual directors. In addition, statutory auditors who comprise Board of Statutory Auditors audit the activities of the directors. Furthermore, Nissan Shatai’s Board of Directors is relatively small, so it is structured with a transparent and logical system of delegation, by which the authority to perform business activities is properly delegated to corporate officers and other employees.
The Board of Directors resolves the material business activities in Nissan Shatai such as the basic policies concerning management and matters concerning the General Shareholders Meeting, directors, finance, stocks, human resources and the organization, etc. and the matters stipulated in the applicable laws and the Articles of Incorporation in accordance with the rules of the Board of Directors and their bylaws. Furthermore, it monitors the activities of the directors and executive officers by receiving reports about the status of the business activities, including production, financial status, etc.
There are six directors, including two who are outside directors and independent directors as stipulated by Tokyo Stock Exchange, Inc. As a rule the Board of Directors meets monthly and in addition ad-hoc meetings are also held whenever necessary. Twenty-one meetings were held in the current fiscal year. The status of attendance by individual directors is as follows.
Takashi Tomiyama (President) : 17times/17 times (100%)
Shin Kotaki (Director) : 21 times/21 times (100%)
Masayuki Yabe (Director) : 21 times/21 times (100%)
Takuya Nakamura (Director) : 21 times/21 times (100%)
Yasuyuki Ohira (Outside Director) : 20 times/21 times (95%)
Hideaki Shinada (Outside Director) : 21 times/21 times (100%)
Haruhiko Yoshimura (President) : 4 times/4 times (100%)
Note:1. Takashi Tomiyama attended all of the meetings held after he became a President on June 26, 2024.
2. Haruhiko Yoshimura attended all of the meetings held before he resigned on June 26, 2024.
Nissan Shatai establish two committees at its Board of Directors. The majority of these committees’ members are independent outside directors.
Nominations and Remuneration Committee
The purpose of the Nominations and Remuneration Committee is to increase the transparency and objectivity of the procedure used for decisions concerning nominations of director and statutory auditor candidates and remuneration for directors. Therefore, the committee discusses the following items concerning nominations and remuneration in response to requests from the Board of Directors or the President for advice and submits its advice to the Board of Directors.
Policies and procedures for the selection or termination of a representative director and for selections of directors and statutory auditor candidates
Proposals at shareholders meetings for the election or termination of directors and statutory auditors
Succession plan for the president (chief executive officer)
Policy for determining the remuneration of directors
Remuneration for individual directors
Other items as required by the Board of Directors concerning the preceding items
Of the three members of this committee, the majority (two members) are independent outside directors, and the Committee Chair is an independent outside director. Furthermore, an independent outside statutory auditor attends the committee as an observer.
This committee meets based on an annual schedule and in addition ad-hoc meetings are also held whenever necessary. Eight meetings were held in the current fiscal year. The status of attendance by individual committee members is as follows.
Yasuyuki Ohira (Outside Director) : 8 times/8 times (100%)
Hideaki Shinada (Outside Director) : 8 times/8 times (100%)
Takashi Tomiyama (President) : 6 times/6 times (100%)
Haruhiko Yoshimura (President) : 2 times/2 times (100%)
Note:1. Takashi Tomiyama attended all of the meetings held after he became a President on June 26, 2024.
2. Haruhiko Yoshimura attended all of the meetings held before he resigned on June 26, 2024.
Business Monitoring Committee
In order to increase the transparency and objectivity of the procedure used for decisions concerning significant transactions between Nissan Shatai and related parties and prevent these transactions from damaging Nissan Shatai and the interests of its shareholders, the Business Monitoring Committee deliberates on these transactions in response to requests from the Board of Directors and the President for advice, and submits its advice to the Board of Directors. The members of this committee consist of two independent outside directors and two independent outside statutory auditors, and the Committee Chair is an
independent outside director. Furthermore, a statutory auditor (Full-time) attends the committee as an observer.
This committee meets once a half-term and in addition ad-hoc meetings are also held whenever necessary. Five meetings were held in the current fiscal year. The status of attendance by individual committee members is as follows.
Yasuyuki Ohira (Outside Director) : 4 times/5 times (80%)
Hideaki Shinada (Outside Director) : 5 times/5 times (100%)
Tomonori Ito (Outside Statutory Auditor) : 5 times/5 times (100%)
Nobutaka Kanaji (Outside Statutory Auditor) : 5 times/5 times (100%) In addition, the Executive Committee meets once a week in principle to discuss specific management issues. This members of this committee consist of four corporate officers who are directors, five corporate officers who are not directors, and eight vice presidents, and the Committee Chair is the President. Furthermore, an outside director and a statutory auditor (Full-time) attend the committee as observers. There are three statutory auditors, including two outside statutory auditors, all of whom are an independent statutory auditor as stipulated by Tokyo Stock Exchange, Inc. Statutory auditors attend meetings of the Board of Directors, and audit the overall execution of work by the Board of Directors in accordance with audit policies the Board of Statutory Auditors determines.
Reasons for Adoption of Current Corporate Governance System
Through robust discussion at Board of Directors meetings and other means, Nissan Shatai strives to achieve a situation where directors monitor each other’s work. In order to ensure sound supervision of directors, the three statutory auditors, one of whom is an outside statutory auditor, audit directors’ execution of work primarily by attending meetings of the Board of Directors and other key bodies, receiving business reports from directors, etc., and reviewing important documents. The audit function is further strengthened by appointing two independent statutory auditors to supervise work from an objective and neutral standpoint.
Nissan Shatai established a voluntary Nominations and Remuneration Committee and Business Monitoring Committee as advisory committees for the Board of Directors in January 28, 2020. The majority of these committee members are independent outside directors.
Each Committee discusses and submits their advice to the Board of Directors about policy for determining the remuneration of directors, remuneration for individual directors and significant transactions with related parties
The current system has been adopted to ensure sound business supervision through such measures.
Measures Relating to Shareholders and Other Stakeholders
Efforts to Invigorate General Shareholders Meetings and Facilitate the Exercise of Voting Rights
Supplementary explanation
Early dispatch of convocation notice for a general shareholders meeting
Notice is dispatched three or more working days prior to legally designated date.
Avoidance of peak date when setting the date for a general shareholders meeting
Most common date for convening general shareholders meetings in Japan is avoided.
Notice of Convocation (Abstract) in English
The English version of the Notice of Ordinary General Shareholders Meeting is available on Nissan Shatai website as well as the Tokyo Stock Exchange website.
Investor Relations Activities (Updated)
Supplementary explanation
Explanation by representative
Preparation and publication of disclosure policy
Nissan Shatai’s fundamental approach to investor relations (IR) activities is to maintain a high degree of transparency in communications on an ongoing basis. We aim to sustain high-quality communication that enables all our stakeholders—including securities analysts and a diverse range of individual investors in addition to institutional investors—to make appropriate and satisfactory investment decisions.
In keeping with this approach, Nissan Shatai discloses information on matters such as operating performance and business activities in accordance with applicable laws and ordinances (including fair disclosure guidelines),
the Tokyo Stock Exchange’s Securities Listing Regulations, and other rules.
Nissan Shatai ensures that corporate information thus disclosed is always accurate, and disseminates it in a timely, appropriate, and fair manner.
Information about our IR information disclosure policy is available on Nissan Shatai IR site.
Japanese: https://www.nissan-shatai.co.jp/IR/GOVERNANCE/POLIC Y/index.html
English: https://www.nissan-shatai.co.jp/EN/IR/GOVERNANCE
/POLICY/index.html
Posting of IR materials on corporate website
The IR sites contain all IR information related to our company, including the following sections: IR News, Message from President, Medium-term Management Plan, Corporate Profile, Share Price, IR Calendar, Financial Results, various types of Financial Information, Corporate Governance, information about General Shareholders Meeting, history of dividends, Articles of Incorporation, and information for individual investors. Historical information has also been made available through the IR Library as far as possible, and an RSS service has been set up for the News section to enhance convenience for readers.
Japanese: https://www.nissan-shatai.co.jp/IR/TOPPAGE/index.html English: https://www.nissan-shatai.co.jp/EN/IR/index.html
In addition, Nissan Shatai provides information through social media (Facebook and Twitter).
Facebook: https://www.facebook.com/NissanShatai JP
X: https://x.com/Nissan_ShataiJP YouTube: https://www.youtube.com/channel/UCnJ xqDw0WuSkZnVMqUlNIzg
Establishment of units
(or position) responsible for IR
Units responsible for IR: Legal & Communications Department.
Respect for Stakeholder Views (Updated)
Supplementary explanation
Environmental conservation initiatives, corporate social responsibility (CSR) activities, etc.
The Environmental and Integrated Report is posted on the website. Nissan Shatai conducts plant tours, mainly for students of nearby elementary schools include information associated with social studies lessons. There are also plant tours for parents and children
during summer vacation and on holidays, and other times Business
sites hold festivals for residents of neighboring communities. When a disaster occurs, Nissan Shatai engages in support activities such as relief donations which are useful in afflicted areas, recovery volunteering by employees dispatched to the local area, etc. Also, the roof of the head office building is designated as a tsunami evacuation site by the city of Hiratsuka.
Formulation of policies about the provision of information to stakeholders
Nissan Shatai attaches great importance to ensuring internal and external transparency with regard to our management activities, and put effort into making sure that information disclosure is carried out in an appropriate and timely manner for our stakeholders.
Other
Sustainability information is posted on the website, and an RSS service has been set up for the Website to enhance convenience for readers.
Japanese: https://www.nissan-shatai.co.jp/ENVIRONMENT/TOPPA GE/index.html
English: https://www.nissan-shatai.co.jp/EN/ENVIRONMENT/inde x.html
Internal Control Systems
Internal Control Systems: Basic Approach and Systems Established (Updated) Based on the provisions of the Companies Act and the Ordinance for Enforcement of the Companies Act, the Board of Directors has resolved the basic policies of the following internal control systems (i.e., systems to ensure that the work of Nissan Shatai is properly carried out) and is advancing the establishment of the internal control systems under these basic policies.
1) Systems to ensure that directors and employees comply with laws, ordinances, and the Articles of Incorporation in the execution of their duties
Recognizing the importance of directors and employees of Nissan Shatai acting with sound judgment as members of society, Nissan Shatai has developed the Global Code of Conduct in the aim of ensuring legal compliance and proper execution of duties. In-house training and other courses promote dissemination of the Code of Conduct, and all directors and employees submit written oaths of compliance with the Code of Conduct. Furthermore, each Nissan Shatai group company also promotes dissemination of the Global Code of Conduct.
