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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 our business segments, 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.
Corporate Governance Structure Diagram (as of April 1, 2025)

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 | ● | ● | ● | ● | ||
Takashi Mukuno | ● | ● | ● | ● | ||
Minako Nishimura | ● | ● | ● | |||
Koji Naito | ● | ● | ● | ● | ||
Kumiko Baba | ● | ● | ● | ● | ||
Futoshi Yamaguchi | ● | ● | ● |
Note:
1. The Company plans for Ms. Takayo Hasegawa and Mr. Tetsuo Komata to be reappointed as Representative Directors by resolution at a meeting of the Board of Directors to be held after the conclusion of the Ordinary General Meeting of Shareholders.
2. Mr. Yuji Sakakura will have served as Director (at the conclusion of the meeting) for five years, while Mr. Futoshi Yamaguchi will have served as Director (at the conclusion of the meeting) for one year.
Directors Compensation or Remuneration
Overview of the Policy for Determining Individual Directors' Compensation
The compensation of directors is determined by the Board of Directors based on deliberations and recommendations from a voluntary Nomination and Compensation Committee composed of independent outside directors. In making compensation decisions, the Board ensures consistency with the established policy and respects the committee's recommendations. Additionally, compensation levels are set with reference to external benchmarks based on surveys conducted by specialized external organizations.
The compensation for executive directors consists of the following three components:
This structure is designed to appropriately reward performance from both short- and long-term perspectives. On the other hand, non-executive directors and directors who are members of the Audit and Supervisory Committee receive fixed compensation only, without any incentive-based components, as their role focuses on oversight rather than business execution.
Compensation Structure
Compensation for directors (excluding non-executive directors and directors who are members of the Audit and Supervisory Committee) consists of fixed compensation, performance-linked compensation, and restricted stock compensation. The compensation structure for fiscal year 2025 is as follows.
Type |
Percentage*1 |
Contents |
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---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Fixed Remuneration |
100 |
It consists of basic compensation and role-based additional compensation according to each director's duties and responsibilities. |
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Performance-Linked |
55 |
Short-term incentive cash payments are based on achievement against operating profit and ROIC targets (set at 105% of initial forecasts), The indicators, formulas, and performance linkage mechanism are as follows. 1.Company Performance Indicators Compensation is paid based on the achievement rates of operating profit (A) and ROIC (B) as follows: · Operating Profit Achievement Rate (A) = (Actual Operating Profit÷ Target Operating Profit) × 100% ·ROIC Achievement Rate (B) = (Actual ROIC÷ Target ROIC) × 100% 2.ESG-Related Indicators Compensation is paid according to the number of achieved targets among the following: internal adoption rate of renewable energy (C), 3.Reason for Selecting Indicators Operating profit achievement rate is set as a profitability indicator, and ROIC achievement rate as a capital efficiency indicator. For ESG-related indicators, 4.Formula Annual performance-based compensation = Fixed compensation × (Annual target achievement for company performance (A × 50% + B × 50%) 5. Annual Target Achievement (Proportion and Mechanism)
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Restricted Stock-based Compensation |
27.5 |
Restricted stock compensation is allocated as a fixed proportion of the fixed compensation. No restricted stock compensation is granted to non-executive directors (including those serving on the Audit and Supervisory Committee). |
1. The ratio of annual performance-based compensation is shown assuming a 100% payout rate.
2. The propotions of corporate performance and ESG-related indicators, which are annual target metrics, are shown assuming a 100% payout rate.
3. Renewable energy includes energy derived from non-fossil sources.
4. The performance-based compensation for the Chairman of the Board is calculated as 45% of the fixed compensation, and the compensation for the grant of restricted stock is set at an amount equivalent to 50% of the value obtained by applying 55% to the fixed compensation, regardless of position.