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Hitachi Kokusai Electric Inc.

Basic Views on Corporate Governance

Our Mission is to “contribute to the realization of a society of security, safety and happiness through the development of superior technology, products, and solutions.” In striving to accomplish this, we embrace the following values: Harmony, Sincerity and Pioneering Spirit. Our Vision was created based on our Mission and Values to express what the Hitachi Kokusai Electric Group aims to become in the future. These Mission, Values and Vision constitute the Hitachi Kokusai Electric Group Identity.

The Codes of Conduct consist of rules and principles intended to assist officers and employees of the Hitachi Kokusai Electric Group in making decisions and taking actions in accord with the Hitachi Kokusai Electric Group Identity. All officers and employees of Hitachi Kokusai Electric Group companies shall understand and follow the Codes of Conduct and act with sincerity and fairness in a highly ethical manner.

Based on the aforementioned philosophies, in order to realize sustainable growth and increase the corporate value of the Hitachi Kokusai Electric Group over the mid- to long-term, in accordance with the basic views stated below, Hitachi Kokusai Electric strives for an optimal form of corporate governance.

  1. Respect the rights of shareholders and engage in constructive dialogue with them.
  2. Endeavor to appropriately cooperate with stakeholders.
  3. Develop a system and environment to secure the effectiveness of the Board of Directors, and endeavor to enhance its functions.

Basic Structure

The Company has adopted a “Company with Auditors” system to ensure timely decision making as well as transparent management. The Board of Directors determines the Company’s basic management policies and delegates decision-making authority to Executive Officers to promote efficiency of the Company’s operations. The Board of Directors also oversees and supervises the execution of business by Executive Officers. Auditors check whether or not the Board of Directors fulfills its monitoring and supervisory roles appropriately. Moreover, auditors themselves monitor and supervise the execution of business by Executive Officers as necessary. Based on this established system, the Company ensures the appropriateness of its business operations and fosters management reforms.

Outline of the System

  1. Execution of Business
    Within the scope of statutory and regulatory requirements, the Board of Directors delegates considerable authority to Executive Officers with respect to matters related to the decision of management in an effort to accelerate the decision-making process. While individual Executive Officers are provided with decision-making authority and execute operations for their particular areas of responsibility in accordance with the segregation of duties determined by the Board of Directors, Executive Officers’ Meeting comprising all Executive Officers and auditors is held to deliberate on matters of major importance, excluding items to be decided by the Board of Directors, in order to secure the adequacy of the decision-making.
    All other operational matters for determination by Executive Officers are defined in the Company’s internal rules and regulations by their type and content. All necessary procedures are taken in accordance with these internal rules and regulations.
  2. Supervision and Audit Functions
    Auditors monitor and supervise the management of the Company as a whole, including the execution of business by Executive Officers.
    A designated specialist department has been established particularly for the Audit Committee to ensure that audits are conducted in an appropriate and effective manner.