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FANUC CORPORATION

Corporate Governance

Basic Approach

In order for the Board of Directors to fulfill its monitoring functions in sync with the field, Executive Directors shall disclose and explain accurate and timely information from worksites to the Board of Directors. The Board of Directors shall not restrict itself to theoretical discussions, but rather, shall strive to hold discussions that are constructive. In addition, FANUC has established the Nomination and Remuneration Committee, a majority of which comprises Independent Outside Directors, and is chaired by an Independent Outside Director. By increasing the objectivity and transparency of the appointment and evaluation of Directors, this committee ensures the strict preciseness and transparency of monitoring functions of management (the executive functions).

Promotion Framework and Initiatives

  • FANUC is a company with an Audit & Supervisory Board. We place importance on the opinions of the Audit & Supervisory Board Members at the Board of Directors, while keeping the Board of Directors (the monitoring functions of management) and the management side (executive functions) independent from each other.
  • Four of the twelve members of the Board of Directors are Independent Outside Directors, which account for over one-third of the Board of Directors.
  • In our efforts to promote diversity in the Board of Directors, the Directors include one woman and one foreign national.
  • Three of the five Audit & Supervisory Board Members are Outside Audit & Supervisory Board Members, one of whom is a woman.
  • From the perspectives of whether the respective independence of the Board of Directors and management is maintained and whether the effects of diversity are produced, we will continue to verify, on a regular basis, whether discussions within the Board of Directors and the Audit & Supervisory Board are lively and if the contents of those discussions are in line with the actual circumstances, making any improvements as necessary.

Nomination and Remuneration Committee

With respect to appointment and dismissal and remuneration, etc. of Directors, we have established the Nomination and Remuneration Committee, the majority of which is composed of Independent Outside Directors, to secure the objectivity and transparency, etc. of procedures through the deliberation by this Committee.

Members:
Outside Director Kazuo Tsukuda (Chairperson)
Representative Director, Chairman Yoshiharu Inaba
Representative Director, President, CEO and CIO Kenji Yamaguchi
Outside Director Yasuo Imai
Outside Director Masato Ono
Outside Director Naoko Yamazaki

Evaluation of the Effectiveness of the Board of Directors

Opinions, evaluations, and other feedback are received from the Directors (especially Independent Outside Directors) and Audit & Supervisory Board Members at meetings for exchanges of opinions, which are held twice a year in principle. In addition, annual questionnaire surveys on the effectiveness of the Board of Directors are conducted to find necessary topics related to the evaluation. The Board of Directors deliberates on these topics, as appropriate, and discloses the details of these deliberations in the corporate governance report every year.
Since a part of the functions of the Legal Department were made independent to become the new Governance Department in November 2019, we have been further enhancing initiatives regarding corporate governance.
The environmental issues, the target goals, implementation status, and achievement evaluations are reported to the Board of Directors, and they are subject to evaluations as one of the important subject for monitoring by the Board of Directors.

Directors' Remuneration

The system for Directors' remuneration, etc. is as follows.
The upper limit of the total amount was set at the following total amount by resolution of the 37th Ordinary General Meeting of Shareholders of June 28, 2006.

  1. Fixed annual aggregate ceiling amount of ¥1 billion
  2. Variable aggregate ceiling amount, which is set by multiplication of the consolidated net profit of each half year and 1/25 of the dividend payout ratio (%). (It should be noted, however that the variable amount for the first half of the fiscal year shall be paid in the second half of the relevant fiscal year and that for the second half shall be paid in the first half of following the fiscal year.)

Note: The payout ratio (%) shall be calculated in accordance with the following formula for each half year:

Payout ratio for the first half of the fiscal year (April to September)
= Amount of interim dividend per share for the said period
÷ Consolidated net income per share for the said period × 100

Payout ratio for the second half of the fiscal year (October to March next year)
= Amount of year-end dividend per share for the said fiscal year
÷ (Consolidated net income per share for the said fiscal year
- consolidated net income per share for the first half of the said fiscal year) × 100

The upper limit of the total annual remuneration, etc. for Audit & Supervisory Board Members was set at ¥250 million by resolution of the 45th Ordinary General Meeting of Shareholders of June 27, 2014.