Corporate Governance
＊This information is based on the content of the NTN Report 2026.
Basic Approach
NTN Group considers the strengthening and enhancement of corporate governance to be one of our top management priorities. While further improving the efficiency and soundness of our management, we are also striving to increase management transparency by rapidly disclosing accurate information to our shareholders and investors.
With the aim of creating a structure for rapid decision-making and execution, enhancing our business supervisory functions and improving the transparency and impartiality of our management, NTN Group transitioned from Company with Board of Company Auditors to Company with Nominating Committee, etc. in June 2019. Under this structure, we will work on further enhancement of corporate value over the medium- and long-term.
Governance structure
■ Corporate Data
Organizational design Company with Nominating Committee, etc.
No. of Directors 12
of which 6 are Independent Outside Directors
Director’s term of office 1 year
No. of Executive Officers 15
of which 2 have representative rights
No. of Executive Officers who are also Directors 5
System to assist the work of the Audit Committee Yes (Internal Audit Department)
Accounting auditor Ernst & Young ShinNihon LLC
Board of Directors
The Board of Directors decides on the basic management policies and supervises the execution of duties of Directors and Executive Officers. Apart from matters stipulated by laws and regulations or the Articles of Incorporation to be resolved by the Board of Directors, the Board delegates substantial authority to Executive Officers with the aim of strengthening the supervision of management and speeding up decision-making.
The Articles of Incorporation stipulate that the term of office of a Director shall be one year, and the number of Directors shall be 15 or fewer. The Board of Directors convenes once a month in principle, but also meets flexibly as needed.
As of June 24, 2026, there are 12 Directors, of which six are Outside Directors. The Board is chaired by an Outside Director.
Nominating Committee
The Nominating Committee decides on the content of the proposal regarding appointment or removal of Directors, which is submitted to the General Meeting of Shareholders. Five members sit on the committee as of June 24, 2026, three of whom are Outside Directors. The committee is chaired by an Outside Director.
Compensation Committee
The Compensation Committee decides on the policy for determining the compensation of Directors and Executive Officers, and determines compensation for individuals. Six members sit on the committee as of June 24, 2026, four of whom are Outside Directors. The committee is chaired by an Outside Director.
Audit Committee
The Audit Committee audits the execution of duties of Directors and Executive Officers, and decides on the content of a proposal regarding appointment/removal of the accounting auditor, which is submitted to the General Meeting of Shareholders. The duties of the Audit Committee are supported by the Internal Audit Department, and its concurrently assigned staff members serve as the Audit Committee secretariat and other functions. These staff members, who have the requisite skills and experience to support the Audit Committee, are appointed by the manager of the Internal Audit Department with the approval of the Audit Committee. Decisions on matters related to transfer, disciplinary action or evaluation of these staff members require the approval of the Audit Committee. The committee has five members as of June 24, 2026, four of whom are Outside Directors. The committee is chaired by an Outside Director.
Management Meeting
The Management Meeting discusses important matters relating to operational execution, as the supporting body for decision-making by the President, Executive Officer. The meeting is composed of the President, Executive Officer and other Executive Officers as designated by him and held twice a month in principle.
Executive Officers Meeting
The Executive Officers Meeting is convened by the President, Executive Officer and is composed of all Executive Officers. Resolutions passed by the Board of Directors are communicated and Executive Officers report about the status of operational execution. This meeting is held once a month in principle, sharing information among Executive Officers to make operational execution more efficient and effective.
Directors
Composition of the Board of Directors (as of June 24, 2026)
Average tenure of Directors: 2.9 years
| Position | Name Number of years as Director Committee Membership | Reasons for selection / Past experience, positions held and responsibilities, and significant concurrent positions |
|---|---|---|
| Director | Eiichi Ukai 9 years Nominating Committee Compensation Committee | Reasons for selection Mr. Eiichi Ukai possesses operational experience in areas such as the Quality Assurance Division and Overseas Division, and broad knowledge of the management of the Company promoting businesses globally based on these achievements, among others, and has served as President, Executive Officer of the Company since April 2021. He has been elected as Director with the aim of continuously improving corporate value, utilizing his experience and knowledge, etc. for management. |
| Past experience, positions held and responsibilities, and significant concurrent positions April 1980 Joined the Company April 2001 General Manager, Quality Assurance Department, Okayama Works February 2003 General Manager, Quality Assurance Department, Iwata Works January 2005 General Manager, Quality Assurance Department February 2006 General Manager, Quality Assurance Department, Takarazuka Works January 2007 Deputy General Manager, Takarazuka Works (concurrently) General Manager, Quality Assurance Department, Takarazuka Works February 2009 General Manager, Quality Assurance Department April 2011 Operating Officer April 2014 Managing Operating Officer June 2017 Director (current position) June 2019 Managing Executive Officer April 2021 President, Executive Officer (current position) | ||
| Masaaki Yamamoto 4 years Compensation Committee | Reasons for selection Mr. Masaaki Yamamoto possesses operational experience in areas such as the Finance Division and Overseas Division, and broad knowledge based on these achievements, among others. He has been elected as Director with the aim of continuously improving corporate value, utilizing his experience and knowledge, etc. for management. | |
| Past experience, positions held and responsibilities, and significant concurrent positions April 1986 Joined the Company October 2007 General Manager, Finance and Accounting Department, Finance Headquarters April 2011 General Manager, Business Administration Department, Corporate Strategy Headquarters December 2013 General Manager, Business Administration Department, Finance Headquarters (concurrently) General Manager, Affiliated Companies Administration Department August 2014 Deputy General Manager, China Region Director, NTN (CHINA) Investment Corp. April 2015 Operating Officer June 2019 Executive Officer (current position) June 2022 Director (current position) | ||
| Shumpei Kinoshita 3 years | Reasons for selection Mr. Shumpei Kinoshita possesses operational experience in areas such as the Overseas Division and Finance Division, and broad knowledge based on these achievements, among others. He has been elected as Director with the aim of continuously improving corporate value, utilizing his experience and knowledge, etc. for management. | |
| Past experience, positions held and responsibilities, and significant concurrent positions April 1988 Joined the Company March 2009 General Manager, S.N.R. ROULEMENTS (currently NTN Europe S.A.) November 2013 Vice President, NTN TRANSMISSIONS EUROPE October 2014 Deputy Corporate General Manager, Finance Headquarters April 2018 Deputy General Manager, China Region (concurrently) Vice President, NTN (CHINA) Investment Corporation April 2021 Deputy Corporate General Manager, Corporate Strategy Headquarters (concurrently) General Manager, Corporate Planning Department April 2022 Executive Officer (current position) June 2023 Director (current position) | ||
| Koji Takahashi 1 years | Reasons for selection Mr. Koji Takahashi possesses operational experience in areas such as the IR and Public Relations Division and ICT Division, and broad knowledge based on these achievements, among others. He has been elected as Director with the aim of continuously improving corporate value, utilizing his experience and knowledge, etc. for management. | |
| Past experience, positions held and responsibilities, and significant concurrent positions April 1983 Joined the Company February 2010 General Manager, Corporate Communications Department, Corporate Strategy Headquarters April 2015 Deputy Corporate General Manager, Corporate Strategy Headquarters (concurrently) General Manager, Corporate Communications Department (concurrently) General Manager, Information Planning Department April 2016 Deputy Corporate General Manager, Corporate Strategy Headquarters (concurrently) General Manager, Information Planning Department April 2020 General Manager, Information Planning Department April 2022 Executive Officer (current position) June 2025 Director (current position) | ||
| Masayuki Kaimi New | Reasons for selection Mr. Masayuki Kaimi possesses operational experience in areas such as the Production Division and Overseas Division, and broad knowledge based on these achievements, among others. He has been newly elected as Director with the aim of continuously improving corporate value, utilizing his experience and knowledge, etc. for management. | |
| Past experience, positions held and responsibilities, and significant concurrent positions April 1983 Joined the Company August 2005 General Manager, Planning and Management Department, Production Engineering R&D Center January 2008 General Manager, Production Engineering R&D Center (concurrently) General Manager, Planning and Management Department October 2011 President, NANJING NTN CORP. April 2015 General Manager, Production Strategy Department April 2017 Operating Officer April 2020 Executive Officer (current position) | ||
| Etsu Harima 1 years | Reasons for selection Mr. Etsu Harima possesses operational experience in areas such as the Business Division and Quality Assurance Division, and broad knowledge based on these achievements, among others. He has been elected as Director with the aim of continuously improving corporate value, utilizing his experience and knowledge, etc. for management. | |
| Past experience, positions held and responsibilities, and significant concurrent positions April 1983 Joined the Company January 2007 General Manager, Quality Assurance Department February 2009 General Manager, Quality Assurance Department, Iwata Works October 2010 Deputy General Manager, Okayama Works (concurrently) General Manager, Quality Assurance Department June 2011 Deputy Corporate General Manager, Automotive Business Headquarters (concurrently) General Manager, Okayama Works July 2011 Deputy Corporate General Manager, Automotive Business Headquarters (concurrently) General Manager, Okayama Works (concurrently) President, NTN AKAIWA CORP. October 2011 Operating Officer April 2021 Executive Officer (retired in March 2025) June 2025 Director (current position) | ||
| Outside Director | Ryo Kawakami 7 years Nomination Committee Audit Committee | Reasons for selection Although Mr. Ryo Kawakami has not been directly involved in corporate management, he possesses broad knowledge, etc. based on extensive experience as a lawyer familiar with corporate legal affairs. He has been elected as Outside Director with an expectation to continuously improve corporate value by conducting supervision from the viewpoint to increase transparency and fairness of management through his duties such as providing appropriate opinions on the independent standpoint from business executors. |
| Past experience, positions held and responsibilities, and significant concurrent positions April 1999 Registered as an attorney at law (Osaka Bar Association) Joined Osaka West Law Office (currently Osaka West Law Office, Legal Professional Corporation) April 2011 Specially Appointed Professor, Osaka University Law School June 2015 Outside Audit & Supervisory Board Member, the Company June 2019 Outside Director (current position) April 2020 Professor, Osaka University Law School (retired in March 2023) April 2024 Representative Partner, Osaka West Law Office, Legal Professional Corporation (current position) June 2025 Outside Audit & Supervisory Board Member, Sansei Technologies, Inc. (current position) Current positions, etc. Member of Nominating Committee Member of Audit Committee (Significant concurrent positions) Attorney at law (Representative Partner, Osaka West Law Office, Legal Professional Corporation) Outside Audit & Supervisory Board Member, Sansei Technologies, Inc. | ||
| Akira Murakoshi 4 years Chairperson of Nomination Committee Compensation Committee | Reasons for selection Mr. Akira Murakoshi possesses broad knowledge, etc. based on extensive experience in the management of other companies. He has been elected as Outside Director with an expectation to continuously improve corporate value by conducting supervision from the viewpoint to increase transparency and fairness of management through his duties such as providing appropriate opinions on the independent standpoint from business executors. | |
| Past experience, positions held and responsibilities, and significant concurrent positions April 1982 Joined Mitsubishi Corporation April 2012 Senior Vice President April 2017 Executive Vice President June 2017 Member of the Board, Executive Vice President April 2021 Member of the Board (Representative Director), Executive Vice President April 2022 Member of the Board (retired in June 2022) June 2022 Outside Director, the Company (current position) June 2023 Full-time Audit & Supervisory Board Member, Mitsubishi Corporation June 2024 Director, Full-time Audit & Supervisory Committee Member (scheduled to retire in June 2026) (Significant concurrent positions) Director, Full-time Audit & Supervisory Committee Member, Mitsubishi Corporation | ||
| Yasuo Kitani 3 years Nomination Committee Chairperson of Audit Committee | Reasons for selection Mr. Yasuo Kitani possesses extensive experience in banking over many years and broad knowledge including finance, among others. He has been elected as Outside Director with an expectation to continuously improve corporate value by conducting supervision from the viewpoint to increase transparency and fairness of management through his duties such as providing appropriate opinions on the independent standpoint from business executors. | |
| Past experience, positions held and responsibilities, and significant concurrent positions April 1986 Joined The Sanwa Bank, Ltd. (currently MUFG Bank, Ltd.) June 2012 Executive Officer, The Bank of Tokyo-Mitsubishi UFJ, Ltd. (currently MUFG Bank, Ltd.) (retired in May 2015) July 2013 Executive Officer, Mitsubishi UFJ Financial Group, Inc. (retired in May 2015) June 2015 Managing Executive Officer, Mitsubishi UFJ NICOS Co., Ltd. (retired in June 2019) June 2019 President and Representative Director, T&T ADVERTISING CO., LTD. (retired in June 2023) June 2023 Outside Director, the Company (current position) | ||
| Tatsuhiko Toshita 2 years Chairperson of Compensation Committee Audit Committee | Reasons for selection Mr. Tatsuhiko Toshita possesses broad knowledge, etc., based on extensive experience in the management of other companies. He has been elected as Outside Director with an expectation to continuously improve corporate value by conducting supervision from the viewpoint to increase transparency and fairness of management through his duties such as providing appropriate opinions on the independent standpoint from business executors. | |
| Past experience, positions held and responsibilities, and significant concurrent positions April 1980 Joined ITOCHU Corporation April 2010 Executive Officer, Marubeni-Itochu Steel Inc. April 2013 Member of the Board (concurrently) Managing Executive Officer April 2016 Member of the Board (concurrently) Senior Managing Executive Officer April 2017 Member of the Board, Executive Vice President April 2020 Member of the Board, President and CEO April 2023 Senior Advisor (retired in March 2024) June 2024 Outside Director, the Company (current position) Outside Director, NIHON SEIKAN K.K. (current position) (Significant concurrent positions) Outside Director, NIHON SEIKAN K.K. | ||
| Hiromi Wada 1 year Compensation Committee | Reasons for selection Ms. Hiromi Wada possesses broad knowledge, etc., based on extensive experience in the Technology and Research Division and IT Technology Division of other companies. She has been elected as Outside Director with an expectation to continuously improve corporate value by conducting supervision from the viewpoint to increase transparency and fairness of management through her duties such as providing appropriate opinions on the independent standpoint from business executors. | |
| Past experience, positions held and responsibilities, and significant concurrent positions April 1983 Joined Matsushita Electric Industrial Co., Ltd. (currently Panasonic Holdings Corporation) April 2010 Board member, Panasonic Corporation (currently Panasonic Holdings Corporation) March 2016 Board member, The Linux Foundation Non-profit standards body August 2020 Advisor, Automotive Company, Panasonic Corporation (currently Panasonic Automotive Systems Co., Ltd.) June 2021 Outside Director, Imasen Electric Industrial Co., Ltd. (retired in June 2024) Outside Director, Sakai Chemical Industry Co., Ltd. (retired in June 2025) June 2022 Representative Director, i-Golf Studio Co., Ltd. (currently HIROZ Co., Ltd.) (current position) October 2022 Part-time Advisor, Panasonic Automotive Systems Co., Ltd. (scheduled to retire in June 2026) March 2023 Outside Director, Shimano Inc. (current position) June 2025 Outside Director, the Company (current position) Outside Director, TS TECH CO., LTD. (current position) (Significant concurrent positions) Representative Director, HIROZ Co., Ltd. Part-time Advisor, Panasonic Automotive Systems Co., Ltd. Outside Director, Shimano Inc. Outside Director, TS TECH CO., LTD. | ||
| Ayako Miura New Compensation Committee Audit Committee | Reasons for selection Although Ms. Ayako Miura has not been directly involved in corporate management, she possesses broad knowledge, etc. based on extensive experience as a lawyer familiar with corporate legal affairs. She has been newly elected as Outside Director with an expectation to continuously improve corporate value by conducting supervision from the viewpoint to increase transparency and fairness of management through her duties such as providing appropriate opinions on the independent standpoint from business executors. | |
| Past experience, positions held and responsibilities, and significant concurrent positions December 2009 Registered as an attorney at law (Osaka Bar Association) January 2010 Joined Shiono Takashi Law Office (currently Shiono Miura Law Office) April 2016 Part-time Lecturer, Osaka University Law School October 2023 Domestic Relations Conciliator, Osaka Family Court (current position) April 2025 Visiting Professor, Osaka University Law School (current position) May 2025 Partner Attorney, Shiono Miura Law Office (current position) (Significant concurrent positions) Attorney at law (Partner Attorney, Shiono Miura Law Office) Domestic Relations Conciliator, Osaka Family Court Visiting Professor, Osaka University Law School |
Board of Directors
As of June 24, 2026, the Board of Directors consists of 12 members, including six Inside Directors and six Outside Directors, a ratio of Outside Directors of 50%. We will continue to strengthen the supervision of management and improve transparency and fairness. In order to ensure appropriate corporate governance, we have also established our own standards regarding the independence of Outside Directors, stipulating qualification and independence standards for their appointment. All Outside Directors are designated as Independent Directors as defined by the rules of the Tokyo Stock Exchange, and are reported to the Exchange as such.
In order to ensure a Board environment of vibrant discussion, we have established in principle monthly seminars for Outside Directors on the content of discussions in key meetings of executive departments. Moreover, we continuously provide the information necessary for Outside Directors to effectively fulfill their roles and responsibilities by creating opportunities to deepen their understanding of our business through in-person inspection of business sites and other means.
Executive Officers
Executive Officers are appointed by resolution of the Board of Directors, and are responsible for making decisions on and executing the operations delegated to them by the Board of Directors. The Articles of Incorporation stipulate that the term of office shall be one year, and as of June 24, 2026, there are 15 Executive Officers.
Assignments of Executive Officers (as of April 1, 2026)
| Name | Position | Assignments |
|---|---|---|
| Eiichi Ukai＊ |
Representative Executive Officer President Executive Officer |
CEO (Chief Executive Officer) Corporate General Manager, Group Management HQ. |
| Masaaki Yamamoto＊ |
Representative Executive Officer Executive Officer |
CFO (Chief Financial Officer) Europe & Africa Region |
| Hiroyuki Ichikawa | Executive Officer |
Quality HQ. Composite Material Product Division India Region |
| Masayuki Kaimi | Executive Officer |
Corporate General Manager, SCM Strategy HQ. China Region Production Engineering HQ. |
| Yasuhiro Kawabata | Executive Officer |
Deputy Corporate General Manager, Group Management HQ. Human Resources Strategy Dept. Personnel Dept. General Affairs Dept. Legal Dept. |
| Tsuyoshi Kikuta | Executive Officer |
Deputy Corporate General Manager, Group Management HQ. Financial Strategy Dept. ESG Promotion Dept. Accounting Dept. Internal Control Dept. |
| Shumpei Kinoshita＊ | Executive Officer |
Deputy Corporate General Manager, Group Management HQ. Corporate Strategy Dept. Carbon Neutrality Strategy Promotion Dept. Americas Region |
| Koji Takahashi＊ | Executive Officer |
Deputy Corporate General Manager, Group Management HQ. Corporate Communications Dept. ICT Strategy Dept. |
| Ikuya Tateoka | Executive Officer | Corporate General Manager, CVJ & Axle Bearing Business HQ. |
| Masayuki Tanio | Executive Officer | In charge of Business Structural Reform |
| Yoshiyasu Nakano | Executive Officer |
CTO (Chief Technology Officer) Research Division Innovation & Business Development HQ. New Product and Business Strategy Planning Dept. Intellectual Property Strategy Dept. |
| Keiji Yanagida | Executive Officer |
Corporate General Manager, Bearing Business HQ. NTN KOREA CO., LTD. ASEAN, Oceania & West Asia Region |
＊Ececutive Officer who also serves as a Director
Appointment of Executive Officers
The appointment of Executive Officers shall be determined after careful deliberation by the Board of Directors, taking into overall account whether they possess the appropriate character, insight, capabilities, experience and track record to fulfill their duties. In addition, if it becomes clear that an Executive Officer lacks the required qualifications, they shall be promptly dismissed by the Board of Directors.
Flattening of the Hierarchy and Compensation Structure
On June 25, 2021, NTN Group dissolved the ranked positions among Executive Officers other than the President, flattening (de-hierarchizing) the Executive Officer structure, with the aim of re-activating discussions among Executive Officers, responding to issues with a greater sense of speed, and further enhancing corporate value.
Since the introduction of this structure, information sharing and communication among Executive Officers have become smoother, and certain effects have been observed in terms of more active cross-departmental discussion and faster decision-making, which we recognize as contributing to a faster response to management issues. At the same time, we will continue to verify how effectively it contributes to enhancing corporate value on an ongoing basis.
In line with the flattening of the structure, the existing position-specific compensation system for Directors was abolished in April 2022, and we transitioned to a compensation system for responsible officers based on the responsibilities of the department each Executive Officer oversees.
Adoption of ESG evaluation
Since April 2022, ESG factors have been set as key individual target measures for Executive Officers involved in the calculation of annual incentives (bonuses). The degree of achievement of these ESG factors is one of the evaluation indicators. Incorporating ESG factors into the evaluation system promotes active engagement by Executive Officers on ESG.
Governance structure timeline
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About Outside Directors
Activities of the Board
In FY2025, NTN’s Board of Directors met 15 times. The main agenda items are shown in the table below.
The Board, which consists of both Inside and Outside Directors, is selected from a wide range of fields with consideration for diversity and balance. As of June 24, 2026, there are two female Directors (Outside Directors) on the Board, and the Board is chaired by an Outside Director. Through the oversight of management by the Directors, diverse values are integrated in our efforts to achieve sustained enhancement of corporate value.
Note: In addition to the above number of Board of Directors meetings, there was one written resolution deemed to be a resolution of the Board of Directors.
Board of Directors (from April 1, 2025 to March 31, 2026)
| Category | Main Content | Remarks |
|---|---|---|
| Business plans and status of each business and region |
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The plan at the start of the fiscal year is followed up on a monthly basis through monthly reports. Regarding the Medium-term Management Plan, in addition to overall progress, the individual status of each business and each overseas region was also reported on a regular basis, and confirmed and discussed. |
| Compliance-related matters |
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Regarding the status of the Helpline (whistle-blower system), the number of consultations by type and an overview of consultations (within a scope that does not identify individuals), as well as the operational status, were confirmed and discussed. |
| Risk management and sustainability |
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Regarding the status of safety and health activities, the occurrence of occupational accidents and cause analysis, among other matters, were confirmed and discussed. Regarding progress in strengthening information security measures, recent cyberattacks and their characteristics, the status of defense against cyberattacks on the Company, and the status of promotion of information security measures were each confirmed and discussed. |
| Other |
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Regarding the status of capital expenditure, follow-up on investment performance, among other matters, was confirmed. Regarding the analysis of voting results at the General Meeting of Shareholders, detailed approval/disapproval results by candidate, among other matters, were confirmed and discussed. |
Assessing the effectiveness of the Board
To improve the effectiveness of the Board of Directors, we conduct an annual assessment of the Board’s effectiveness through self-evaluation by each Director using a questionnaire, and report the results to the Board of Directors.
《Overview of the FY2025 Assessment》
Period: February 2 – February 20, 2026
Respondents: All Directors
Method: Anonymous
Items: Role, composition, and operation of the Board of Directors, and operation of committees
Evaluation: Four-point scale
Results Reporting: Board of Directors meeting held on May 21, 2026
Regarding FY2025, the overall effectiveness of the Board of Directors was rated generally high, and also showed an improving trend compared to the previous fiscal year. In FY2026, in order to secure more time for discussion toward further enhancing effectiveness, we have implemented and begun operating further improvements to the method by which Executive Officers report on the status of their execution of duties (including the format of materials, the manner of explanation, and the time allotted for explanation), and we will continue to thoroughly ensure compliance with and firmly establish these rules. Going forward, we will continue to regularly analyze and evaluate the effectiveness of the Board of Directors and work to make improvements.
Main areas of experience of Directors (Skills matrix)
| Category | Name | Main areas of experience required of Directors | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Corporate management | Manufacturing | Technology, R&D | Sales | Corporate and business planning | Finance and administration | Legal affairs, internal controls, compliance | Global experience | ICT＊ | Experience of other industries, diversity | ||
| Inside Directors | Eiichi Ukai | 〇 | 〇 | 〇 | 〇 | ||||||
| Masaaki Yamamoto | 〇 | 〇 | 〇 | 〇 | |||||||
| Shumpei Kinoshita | 〇 | 〇 | 〇 | ||||||||
| Koji Takahashi | 〇 | 〇 | 〇 | ||||||||
| Masayuki Kaimi | 〇 | 〇 | 〇 | 〇 | |||||||
| Etsu Harima | 〇 | 〇 | 〇 | 〇 | 〇 | ||||||
| Outside Directors | Ryo Kawakami | 〇 | 〇 | ||||||||
| Akira Murakoshi | 〇 | 〇 | 〇 | 〇 | 〇 | 〇 | 〇 | ||||
| Yasuo Kitani | 〇 | 〇 | 〇 | 〇 | 〇 | 〇 | 〇 | ||||
| Tatsuhiko Toshita | 〇 | 〇 | 〇 | 〇 | 〇 | ||||||
| Hiromi Wada | 〇 | 〇 | 〇 | 〇 | |||||||
| Ayako Miura | 〇 | 〇 | |||||||||
＊ICT (Information and Communications Technology)
Nominating Committee
Members, Attendance Rate, and Number of Meetings Attended(from April 1, 2025 to March 31, 2026)
| Name | Title | Attendance Rate | Number of Meetings Attended |
|---|---|---|---|
| Akira Murakoshi | Chairperson, Outside Director | 100% | 7 times/7 times |
| Ryo Kawakami | Outside Director | 100% | 7 times/7 times |
| Yasuo Kitani | Outside Director | 100% | 7 times/7 times |
| Eiichi Ukai | Director | 100% | 7 times/7 times |
| Etsu Harima | Director | 100% | 7 times/7 times |
Matters deliberated by the Nominating Committee
From April 2025 to March 2026, the Nominating Committee held seven meetings. The Committee discussed succession planning for officers, and resolved matters relating to the recommendation of Executive Officer candidates and the selection of Director candidates.
In addition, the Nominating Committee Regulations stipulate that a majority of the members shall be composed of Independent Outside Directors, and that any member with a special interest may not participate in the resolution.
| Period | from April 1, 2025 to March 31, 2026 |
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In FY2025, the Nominating Committee focused its discussions primarily on the method for selecting Executive Officer candidates and the structure of the Executive Officer organization. These matters are reported to the Board of Directors at its meetings in subsequent months.
In addition, from the perspective of further strengthening the supervisory function of management, we will continue to consider increasing the ratio of Outside Directors to a majority of the Board.
Standards for appointment of Directors
Candidate Directors, whether selected from inside or outside the Group, shall be decided upon careful deliberation by the Nominating Committee based on standards for selection of Directors as stipulated below, taking into account the diversity and balance of the Board (including gender and international experience).
- Must be in good condition both physically and mentally.
- Must have a high sense of ethics and a law-abiding spirit.
- Must be able to engage in constructive discussion from an objective viewpoint.
- Must be highly motivated to improve their abilities.
- Must have excellent decision-making skills from a company-wide and medium- to long-term perspective.
- Must have excellent foresight and insight regarding environmental and social change.
- Must have sufficient track record of performance and expertise in relevant fields (corporate manager or specialization).
- Regarding Outside Directors, (1) they must have sufficient time to accomplish their duties, (2) they must satisfy the standards regarding the independence of Outside Directors as stipulated under separate cover, (3) diversity must be ensured among the Outside Directors, and (4) they must have the requisite abilities to accomplish duties as a member of any of the three committees.
Compensation Committee
Members, Attendance Rate, and Number of Meetings Attended(from April 1, 2025 to March 31, 2026)
| Name | Title | Attendance Rate | Number of Meetings Attended |
|---|---|---|---|
| Tatsuhiko Toshita | Chairperson, Outside Director | 100% | 6 times/6 times |
| Yuriya Komatsu | Outside Director | 100% | 6 times/6 times |
| Akira Murakoshi | Outside Director | 100% | 6 times/6 times |
| Hiromi Wada＊ | Outside Director | 100% | 5 times/5 times |
| Eiichi Ukai | Director | 100% | 6 times/6 times |
| Masaaki Yamamoto | Director | 100% | 6 times/6 times |
＊The number of attendances is recorded from the time the member joined the Committee.
Deliberations of the Compensation Committee
The Compensation Committee held six meetings from April 2025 to March 2026.
With the aim of strengthening the fairness, transparency, and objectivity of the procedures for determining the compensation of Directors and Executive Officers, and enhancing corporate governance, the Committee resolved matters relating to officer compensation, including individual compensation.
| Period | from April 1, 2025 to March 31, 2026 |
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Basic policy for determining compensation
The Compensation Committee, chaired by an Outside Director, shall determine the system and level of compensation for Officers and individual compensation with reference to objective data on compensation levels and trends at other companies.
Executive Officers’ and Directors’ compensation shall be determined separately, and if a Director also serves as an Executive Officer, those compensations shall be combined.
In addition, the Compensation Committee Regulations stipulate that a majority of the members shall be composed of Independent Outside Directors, and that any member with a special interest may not participate in the resolution.
Compensation for Executive Officers
The compensation for Executive Officers consists of fixed compensation and performance-linked compensation, which varies based on performance. The standard ratio of fixed to performance-linked compensation is approximately 5:5.
Going forward, we will also consider reviewing the overall design of the compensation system.
Fixed compensation consists of basic compensation, compensation by responsibility, and compensation by representative authority.
■ Annual Incentives
For Executive Officers, the Group determines whether to provide monetary compensation reflecting performance over a single fiscal year, and, if so, the total amount to be paid. This decision is based on the business plan at the beginning of the relevant fiscal year and the consolidated performance indicators from the previous fiscal year. Whether or not to pay an annual incentive to an Executive Officer, and in the case of payment, the amount, is determined (within the total amount of provision) with reference to the Executive Officer’s progress on priority target measures. The indicator related to the calculation of bonuses is based on the consolidated Return on Invested Capital (ROIC), from the perspective of focus on the achievement of growth that takes capital efficiency into account. The provision is made once a year in June as determined by the Compensation Committee.
■ Medium to Long-term Incentives
NTN Group shares shall be issued based on the achievement of key targets in the Medium-term Management Plan (money equivalent to the converted amount of shares shall be paid for a certain portion) as an incentive to achieve those targets and to contribute to raising shareholder value, as well as to promote the holding of NTN Group shares. With respect to the grant of such shares, claw-back and malus provisions have been incorporated into the rules governing the incentive plan. Medium- to long-term performance targets include key performance indicators (consolidated operating margin, consolidated sales, etc.), taking into account the Company’s management policies.
Compensation for Directors
Compensation for a Director consists only of fixed compensation.
Fixed compensation shall be calculated by adding a supplement to basic compensation (which is determined based on any concurrent duties as an Executive Officer and whether the work is full-time or part-time), taking into account the committee(s) to which a Director belongs and their role on the committee(s).
Audit Committee
Members, Attendance Rate, and Number of Meetings Attended(from April 1, 2025 to March 31, 2026)
| Name | Title | Attendance Rate | Number of Meetings Attended |
|---|---|---|---|
| Yasuo Kitani | Chairperson, Outside Director | 100% | 13 times/13 times |
| Ryo Kawakami | Outside Director | 92% | 12 times/13 times |
| Tatsuhiko Toshita＊ | Outside Director | 100% | 10 times/10 times |
| Masaki Egami | Director | 100% | 13 times/13 times |
| Etsu Harima＊ | Director | 100% | 10 times/10 times |
＊The number of attendances is recorded from the time the member joined the Committee.
Deliberations of the Audit Committee
Major agenda items of the Audit Committee include the formulation of audit policies and plans, evaluation of the audit plans of accounting auditors, assessment of the appointment of accounting auditors, and the assessment of the status of development and operation of the Internal Control System.
Audit Status
The Audit Committee members attend meetings of the Board of Directors and other major meetings in accordance with auditing standards, policies, and plans determined by the Audit Committee. The Audit Committee receives reports or hears from Directors, Executive Officers, employees, etc. on the status of the execution of their duties, and audits the execution of duties by Directors and Executive Officers. In addition to the Board of Directors and Executive Officers Meetings, members of the Audit Committee attend and monitor other committees which operate the internal control system – the Sustainability Committee, the Risk Management Committee, the Compliance Committee and the Fair Trade Monitoring Committee.
Committees of the Executive Organization
Sustainability Committee
The NTN Group has established the Sustainability Committee, chaired by the Executive Officer in charge of ESG operations (Chief Management Officer of Sustainability Activities), as a deliberative body on the sustainability activities required for identifying and resolving issues with a view to realizing a “NAMERAKA Society.” In principle, the committee meets twice a year. Members of the committee, comprising mainly the heads of departments related to ESG, deliberate on the details of risks and opportunities related to sustainability as well as the initiatives to be implemented. The status of initiatives is reviewed regularly as a response measure for materiality linked to risks and opportunities. In addition, the Risk Management Committee has established a framework for reporting and deliberating on more specific countermeasures for sustainability-related risks. The details of deliberations by the Sustainability Committee are reported to the Board of Directors.
Carbon Neutrality Promotion Committee
Amid the growing importance of climate change countermeasures worldwide, NTN established the Carbon Neutrality Promotion Committee in FY2023 to promote, globally and more strongly, the realization of carbon neutrality, which the Sustainability Committee has long been working on as one of our ESG issues.
The Carbon Neutrality Promotion Committee is chaired by the President, Executive Officer, with the Executive Officer in charge of the Carbon Neutrality Strategy Promotion Department serving as the Vice Chairperson. Its members include Executive Officers and general managers responsible for each region (Japan, Europe and Africa, the Americas, China, ASEAN/Oceania/West Asia, and India). The Committee meets twice a year in principle to deliberate on action plans toward achieving the carbon neutrality target and the status of efforts.
In addition, the regional subcommittee of each region, chaired by an Executive Officer in charge, functions as the subordinate organization of the Carbon Neutrality Promotion Committee. These subcommittees meet four times a year in principle to review measures and efforts corresponding to the actual conditions in each region, and report the results of their discussions to the Carbon Neutrality Promotion Committee.
Matters deliberated on by the Carbon Neutrality Promotion Committee are reported independently or jointly with the Sustainability Committee, to the Board of Directors as appropriate.
Risk Management Committee
NTN has established the Risk Management Committee, chaired by the Executive Officer in charge of the ESG Promotion Department (Chief Management Officer of Risk Management), for the purpose of preventing risks and minimizing damage in the event of a crisis. In principle, the committee meets twice a year.
The committee regularly checks activities including identification, analysis, evaluation, and treatment with regard to various risks surrounding the business of the NTN Group, and reports the details of deliberations to the Board of Directors.
Risks that are discovered through internal audits conducted by the Internal Audit Department are shared with the Internal Control Department. This allows the Group to take preventive actions and make improvements to prevent risks in a timely and appropriate manner.
Compliance Committee
NTN has established the Compliance Committee, chaired by the Executive Officer in charge of the Legal Department (Chief Management Officer of Compliance Promotion Activities). It serves as an advisory body for compliance promotion activities, and meets twice a year in principle. Members of the Committee are comprised primarily of the heads of the related risk management departments. They discuss issues related to global compliance risks (excluding the risk of violating antimonopoly and subcontract laws), as well as action plans and results, and report to the Board of Directors. Based on the action plans discussed by the Committee, the relevant risk management promotion departments implement measures to mitigate risks in collaboration and partnership with the Compliance Promotion Activity Supervisors appointed at each domestic business site and subsidiary as well as the Administration & Internal Control Department established at each Office of the General Manager in each overseas region.
[Themes Discussed by the FY2025 Compliance Committee]
① Risk of violating personal information protection laws
② Risk of violating labor-related laws
③ Risk of quality-related misconduct
④ Risk of violating laws related to bribery and corruption
⑤ Risk of improper accounting practices and financial reporting
⑥ Training for officers of domestic and overseas subsidiaries
⑦ Development of global talent and enhancement of management capabilities
⑧ Mechanisms for overseeing subsidiary executives
Fair Trade Monitoring Committee
NTN has established the Fair Trade Monitoring Committee, chaired by the President, Executive Officer, to promote compliance with antimonopoly laws and SME Transactions Act. The Committee meets twice a year in principle. The primary members include the Executive Officers in charge of sales and procurement departments, Outside Directors, and external lawyers. The Committee discusses the implementation plans and performance reports for compliance with antimonopoly laws and SME Transactions Act, and provides supervision and guidance on effective control for fair trade practices along with education and awareness-raising activities. The discussed matters are reported to the Board of Directors. Under the direction of the Fair Trade Monitoring Committee, the Legal Department, which oversees activities related to compliance with antimonopoly laws, conducts activities including education, guidance, and supervision of the relevant domestic departments, and also works together with the Administration & Internal Control Department of each overseas region to manage the implementation status of activities related to compliance with antimonopoly laws.
Subsidiary Management System
Based on the Affiliate Company Management Regulations, we have established a subsidiary management system by concluding Written Confirmation of Management Control letters with subsidiaries, which have the subsidiaries (1) report on the state of execution by Directors, etc. and (2) apply for approval from NTN for certain matters.
Based on these letters, we are also establishing internal control systems, CSR activity promotion systems, risk management systems, compliance promotion activity systems, security export trade control systems, and systems for compliance with competition laws for our subsidiaries.
In addition, we are also operating a helpline as a consultation hotline for our subsidiaries.
Clarifying Management Systems via Written Confirmation of Management Control Letters
・Reporting on the state of execution by Directors, etc. of subsidiaries
・Applications for approval from subsidiaries based on the Regulations of the approval authority
・Establishment of internal control system
・Establishment of CSR activity promotion system
・Compliance with the Risk Management Policy
・Establishment of a system to promote compliance activities
・Establishment of a security export trade control system
・Guidance for and audits of compliance with competition laws
Compliance with the Corporate Governance Code
In line with the intent of the Corporate Governance Code, we are actively working to strengthen our corporate governance, including by transitioning to a company with a Nominating Committee, etc. effective as of June 2019. We are also implementing all of the principles of the Corporate Governance Code, and, furthermore, we will continue working to strengthen our corporate governance in light of the changes in the environment surrounding us.