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Corporate Governance
Corporate Governance Structure
The SWCC Group is working to increase the efficiency and speed of business execution by substantially delegating authority for business execution to Corporate Officers, while promoting the strengthening of auditing and supervisory functions centered on the Audit & Supervisory Committee.
In addition, by having clearly defined the authority and responsibility of the persons responsible (Corporate Officers in charge) for respective segments that are aligned with the SWCC Group's business segments (Energy and Infrastructure Business, Electrical Equipment and Components Business, and Communication and Industrial Device Business), we are promoting further enhancements to the revenue structure, which is no longer defined by individual business operating companies, and efficient management based on the performance indicator Return On Invested Capital (ROIC) and others.
Structure after the Ordinary General Meeting of Shareholders on June 25, 2024

Skills Matrix for Directors and Auditors
Skill matrix of each Director
Name | Essential skill | Sales | Overseas business |
Accouting & finance |
Engineering | |
Corporate management |
Sustainability | |||||
Takayo Hasegawa | ● | ● | ● | |||
Tetsuo Komata | ● | ● | ● | ● | ||
Yuji Sakakura | ● | ● | ● | ● | ||
Seiichiro Ichikawa | ● | ● | ● | |||
Takashi Mukuno | ● | ● | ● | ● | ||
Minako Nishimura | ● | ● | ● | |||
Futoshi Yamaguchi | ● | ● | ● |
Directors Compensation or Remuneration
Directors Remuneration
● Configuration chart
The remuneration for directors (excluding directors who are Audit and Supervisory Committee members) is comprised of a fixed remuneration and performance-linked remuneration.
Type |
Percentage*1 |
Contents |
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Fixed Remuneration |
100 |
It consists of a basic remuneration and an additional remuneration based on the duties and responsibilities of each director. The basic remuneration |
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Performance-Linked |
45 |
The cash payment amount for annual performance-linked remuneration, which serves as a short-term incentive, is determined based on the degree of The indicators, formulas, and mechanisms for annual performance-linked remuneration are as follows. 1.Company Performance Indicators Remuneration is provided based on the achievement rate of operating profit (A) and the achievement rate of ROIC (B). The specific details are as follows. · Achievement Rate of Operating Profit (A) = (Actual Operating Profit for the Period ÷ Target Operating Profit for the Period) × 100% · Achievement Rate of ROIC (B) = (Actual ROIC for the Period ÷ Target ROIC for the Period) × 100% 2.ESG-Related Indicators Remuneration is provided based on the number of achievement items among the internal adoption rate of renewable energy (C), greenhouse gas (CO2) 3.Reasons for Selecting Indicators The achievement rate of operating profit in company performance indicators is set as a measure of profitability, while the achievement rate of ROIC is set as a measure of capital efficiency. Furthermore, regarding ESG-related indicators, we identify socially significant issues as materiality, prioritize them, and develop specific action plans, We have established renewable energy adoption rate within the company, greenhouse gas (CO2) emissions, lost-time injury frequency rate, and engagement We recognize that achieving each of these target values will contribute to enhancing corporate value. 4.Formulas Annual Performance-Linked Remuneration Amount = Fixed Remuneration × (Achievement Rate of Fiscal Year Objectives in Company Performance 5. Achievement Rate of Fiscal Year Objectives (Percentage and Mechanism)
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Restricted Stock Unit |
22.5 |
Restricted Stock Unit compensation is allocated from a certain percentage of the fixed remuneration. We do not provide compensation in the form of Restricted Stock Units for directors, including audit committee members, who do not engage in executive |
1. The percentage for annual performance-linked remuneration is based on an assumption of 100% payment rate.
2. The percentages for the annual target indicators of company performance and ESG-related indicators are based on an assumption of 100% payment rate.
3. Renewable energy includes energy derived from non-fossil sources.