Corporate Governance

Basic Stance on Corporate Governance

Guided by the Group Mission “Kawasaki, working as one for the good of the planet,” the Kawasaki Group has established a corporate governance system centered on directors and audit & supervisory board members, with content appropriate for the global activities that the Group undertakes, and take efforts to further improve the system. The basic stance on corporate governance for the Group as a whole is to raise enterprise value through effective and sound management while forming solid relationships with all stakeholders, including shareholders, customers, employees and communities, through highly transparent management practices.

Overview of the Corporate Governance System

Kawasaki adopts the statutory auditor system with a Board of Directors and Audit & Supervisory Board, and appoints an independent auditor. The Company also has the discretionary Nomination Advisory Committee, Compensation Advisory Committee, Management Committee, and Executive Officers Committee.

Board of Directors

The Board of Directors comprises 11 directors (authorized number: 18), with the chairman serving as the presiding officer. The number of outside directors (independent officers, as required by the Tokyo Stock Exchange) is three. The outside directors are independent of any role in the execution of business activities. Furthermore, the Nomination Advisory Committee and Compensation Advisory Committee have been established as advisory bodies to the Board of Director in an effort to strengthen its transparency and objectivity of the Board of Directors. A majority of the committees’ members are outside officers, and the presiding officers of each are outside directors. The Nomination Advisory Committee discusses such matters as policy regarding the appointment of directors and audit & supervisory board members and the appropriateness of candidates for such positions. The Compensation Advisory Committee discusses such matters as director compensation policy and the appropriateness of the director compensation system. These committees provide reports and advice to the Board of Directors.

Audit & Supervisory Board

The Audit & Supervisory Board comprises five audit & supervisory board members (authorized number: five). To ensure the reliability of financial reports, the Company appoints internal audit & supervisory board members who have considerable knowledge of finance and accounting. Furthermore, to ensure the objectivity and neutrality of the supervisory function, the Company appoints three outside audit & supervisory board members (independent officers, as required by the Tokyo Stock Exchange) with no business relationships or other vested interests in the Company. The internal and outside audit & supervisory board members share information closely and work to enhance the Audit & Supervisory Board’s supervisory function.

Kawasaki Group’s Governance Structure (As of June 26, 2019)

Kawasaki's Governance Structure


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