IHI defines corporate governance as a system that assures sustainable growth and maximization of corporate value by enhancing management efficiency so that IHI can leverage its innate capabilities to the fullest extent possible. To achieve this, IHI targets efficient and appropriate internal decision-making by clearly separating management monitoring and supervisory functions from the business execution function. Furthermore, by establishing the relevant internal rules and building a system to administer them, IHI ensures appropriate operations across the entire Group.
IHI promotes constant improvement of its corporate governance, aiming to earn the trust and support of its shareholders and other stakeholders over the long term.
Policy
IHI will work to enhance its corporate governance in line with the following basic policies set forth by its Board of Directors.
Basic Policy on Corporate Governance
Respect shareholders’ rights and ensure equal treatment
Strive to cooperate appropriately with shareholders and other stakeholders
Fulfill our responsibility to be accountable to stakeholders and ensure transparency by appropriately and proactively disclosing information relating to the Company
Clarify the roles and responsibilities of the Board of Directors, the Audit & Supervisory Board Members and the Audit & Supervisory Board to enable them to adequately fulfill their management monitoring and supervisory functions
Conduct constructive dialogue with shareholders who have investment policies according with the medium- to long-term interests of shareholders
Structure
IHI is a company with an Audit & Supervisory Board. Its Board of Directors makes decisions related to all important matters concerning the management of IHI and the Group, in addition to supervising the execution of duties by directors. The Board of Directors, which consists of 12 Directors (four of whom are Independent Directors), is led by the Chairman of the Board. The Independent Directors, who are appointed from among individuals with extensive experience and broad insight gained at the helms of management, or with a high degree of specialist knowledge and diverse experience, participate in the Board of Directors’ decision-making process, offer advice, and independently make recommendations.
Five Audit & Supervisory Board Members (three from outside) audit the duties executed by Directors.
Corporate Governance Management Structure
Remuneration Advisory Committee
IHI set up the Remuneration Advisory Committee as an advisory body to the Board of Directors.
The Remuneration Advisory Committee ensures the suitability and objectivity of officer remuneration. This six-person committee is made up of three Independent Directors, one Independent Audit & Supervisory Board Member, the Director in charge of Human Resources, and the Director in charge of Finance & Accounting, with an Independent Director acting as Chairperson.
The Committee convened five times with no absentees except for Kazuhiro Muto in fiscal 2023.
Mr. Muto attended all two meetings held after his appointment as a member of the Committee.
Nomination Advisory Committee
IHI set up the Nomination Advisory Committee as an advisory body to the Board of Directors.
This five-person committee is made up of the President and four Independent Directors with the President acting as Chairperson for the purpose of ensuring proper implementation of officer appointments.
The Committee convened five times with no absentees in fiscal 2023.
Business Execution Structure
IHI has an executive officer system to strengthen the oversight and supervision of management by the Board of Directors and to speed up the decision-making process regarding business execution. Executive Officers are appointed by a resolution of the Board of Directors (seven of 23 Executive Officers serve concurrently as Directors). The Chief Executive Officer (CEO) manages the duties of the Executive Officers, giving directions and supervision. The Executive Officers follow the CEO’s directions to execute their assigned duties. The CEO also appoints members to the Management Committee to assist in decision-making and business execution.
The Management Committee convened 37 times in fiscal 2023.
IHI has also set up the ESG Management Promotion Committee and the Risk Management Conference, both of which are chaired by the CEO himself. The ESG Management Promotion Committee (convenes at least twice a year) is an organization whose purpose is to consider basic policy and specific measures for ESG management, as well as to evaluate and improve the implementation status. The Risk Management Conference (convenes four times per year) oversees the IHI Group’s risk management and discusses and approves important matters related to overall risk management.
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