Monitoring and Supervisory Structure
Board of Directors
IHI’s Board of Directors makes decisions related to all important matters concerning the management of the Group, in addition to supervising Directors in the execution of their duties. The Board of Directors consists of 11 Directors (including six Independent Directors), and Independent Directors constitute a majority of the Board, and one serves as its Chair.
The Independent Directors, who are elected from among individuals with extensive experience and broad insight as management, or with a high degree of specialist knowledge and diverse experience, participate in the Board of Directors’ decision-making process from an independent standpoint, and offer advice and make recommendations to IHI’s management.
The Board of Directors met 18 times in fiscal 2025 and focused its discussions on formulating a new long-term management guideline to replace the Group management policies that had been in place for the previous three years. Attendance in fiscal 2025 is as shown in “Members of the Board of Directors.”
Appointment of Officers / Members of the Board of Directors
Remuneration Advisory Committee
IHI set up the Remuneration Advisory Committee as an advisory body to the Board of Directors.
The Remuneration Advisory Committee is composed of five members: three Independent Directors, one Independent Audit & Supervisory Board Member, and the Representative Director and President, to ensure the suitability and objectivity of officer remuneration. The Committee is chaired by an Independent Director.
In fiscal 2025, the Committee convened six times and deliberated on remuneration policy and details for Directors and Executive Officers, and revisions to the remuneration system. All members were present at every meeting in fiscal 2025.
Nomination Advisory Committee
IHI set up the Nomination Advisory Committee as an advisory body to the Board of Directors.
This seven-person committee is made up of six Independent Directors, and the Representative Director and President, with an Independent Director acting as Chairperson for the purpose of ensuring proper implementation of officer appointments.
In fiscal 2025, the Committee convened six times and deliberated on matters including proposals for officer appointments and succession planning. All members were present at every meeting in fiscal 2025.
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 (five 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 40 times in fiscal 2025.
IHI has also set up the ESG Management Promotion Committee and the Risk Management Conference, both of which are chaired by the CEO personally. 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.
Furthermore, the IHI Group conducts internal audits to support the management activities of the Group and contributes to the sound development of its businesses. IHI’s Internal Audit Division examines and evaluates the suitability and efficiency of operations and management systems, and reports the results to the Board of Directors and the Audit and Supervisory Board.
ESG Management Promotion Committee
Risk Management Conference
Auditing Structure
Audit & Supervisory Board
IHI has an Audit & Supervisory Board, which comprises five Audit & Supervisory Board Members (three of whom are Independent Audit & Supervisory Board Members) who audit the duties executed by Directors.
In order to gain insight into the decision-making process and the status of the Directors’ execution of their duties, Audit & Supervisory Board Members attend important meetings such as the Board of Directors and Management Committee, and express their opinions when necessary.
The Audit & Supervisory Board met 14 times in fiscal 2025, with attendance as shown in “Members of the Audit & Supervisory Board.”
Appointment of Officers / Members of the Audit & Supervisory Board
Accounting Audits
IHI undergoes accounting audits by its accounting auditor, Ernst & Young ShinNihon LLC, in each fiscal year to verify the appropriateness of the presentation of the Company’s assets and profit status in its financial statements.
