Governance structure
Company with an Audit & Supervisory Board (the organizational form field states “company with company auditors,” but notes that an Audit & Supervisory Board has been established)When one company holds most of the voting rights, its wishes are more likely to prevail in management. How the interests of minority shareholders are protected is a key issue.
社外取締役は、その会社の出身ではない取締役です。半数の線を超えると、取締役会の多数を社外の人が占めることになります。The percentage represented by the dotted line was calculated from the publicly disclosed number of people.
This is the number of people reported to the exchange as independent officers. Whether someone is an outside officer and whether they qualify as independent are separate determinations.
The company holds strategically held shares to maintain and strengthen business relationships and for purposes including the Morimura Group’s brand and philosophy. From the perspective of capital efficiency, it remains continually mindful of reducing the scale of such holdings, and the Board of Directors regularly reviews whether continued ownership is appropriate based on an understanding of the rationale, safety and efficiency of each holding. The number and value of holdings reduced were not disclosed.
Policy regarding shares of other companies held to maintain business relationships and for other purposes.
The company newly introduced the Regulations on Business Portfolio Management from fiscal 2026. It raised its ROE target from 10% or higher to 12%. From fiscal 2026, it also revised its executive compensation system, adding NGK-specific value added and employee engagement as medium- to long-term metrics.
| Item | Details |
|---|---|
| Corporate Governance Structure | Company with an Audit & Supervisory Board (the organizational form field states “company with company auditors,” but notes that an Audit & Supervisory Board has been established) |
| Number of directors | Total number 10 / Of which, outside 4 |
| Number of independent officers | 6 |
| Committee | Name Nomination and Compensation Advisory Committee / Percentage of outside members 4/6 (66.7%) |
| Policy on cross-shareholdings | The company holds strategically held shares to maintain and strengthen business relationships and for purposes including the Morimura Group’s brand and philosophy. From the perspective of capital efficiency, it remains continually mindful of reducing the scale of such holdings, and the Board of Directors regularly reviews whether continued ownership is appropriate based on an understanding of the rationale, safety and efficiency of each holding. The number and value of holdings reduced were not disclosed. |
| Controlling shareholder | No controlling shareholder or parent company. Voting rights ratio: not applicable. |
| Changes this time | The company newly introduced the Regulations on Business Portfolio Management from fiscal 2026. It raised its ROE target from 10% or higher to 12%. From fiscal 2026, it also revised its executive compensation system, adding NGK-specific value added and employee engagement as medium- to long-term metrics. |
Items this document does not state (1)
These are items the company does not state in this document. We do not leave them blank, nor fill them in from other sources or by inference.
The reasons the company gives
The company's own explanation, not something inferred from the numbers.To pursue further improvements in profitability in response to opportunities to expand the Digital Society business. With regard to the business portfolio, the company will consider options including business restructuring and withdrawal based on the growth potential, profitability and strategic significance of each business.