IHI’s Board of Directors decides on ideal attributes for Officers and draws up independence standards for Independent Directors and Independent Audit & Supervisory Board Members. These standards are based on the requirements for independent directors/audit & supervisory board members stipulated by the Tokyo Stock Exchange and their emphasis is to assure that Independent Directors and Independent Audit & Supervisory Board Members are genuinely independent.
IHI’s Board of Directors sets the basic policy of appointing the most appropriate Officers according to the ideal attributes and the independence criteria for Independent Directors and Independent Audit & Supervisory Board Members with the aim of ensuring sustainable growth and increased corporate value for the IHI Group over the medium- to long-term.
In appointing officers, IHI’s Board of Directors has supplemented the legally required procedures by establishing a Nomination Advisory Committee (chaired by an Independent Director) comprised of a total of seven members: six Independent Directors and the Representative Director and President. The Committee acts as an optional advisory body to the Board of Directors in order to enhance the Board of Directors’ independence, objectivity, and accountability, as well as to proactively obtain the involvement, advice, and supervision of the Independent Directors. It supervises appointment-related procedures to ensure that they are applied appropriately, and offers related advice.
Should members of senior management (Chief Executive Officer, Representative Director) or Executive Officers meet the dismissal criteria for Officers, a determination of such dismissal shall be resolved promptly by the Board of Directors.
Ideal Attributes for Officers
IHI appoints Directors and Audit & Supervisory Board Members who are healthy in mind and body and have all the following attributes:
- Deep understanding of, and empathy with, the IHI Group’s management philosophy and vision
- The ability to contribute to sustainable growth and medium- to long-term increase in corporate value at the IHI Group by addressing societal issues in accordance with the IHI Group’s vision
- Outstanding foresight, penetrating discernment, and ability to make appropriate decisions with regard to the management of the IHI Group
- Good character with a strong sense of ethics
- Ample experience as a corporate manager, or a high degree of specialist knowledge, combined with a broad, global perspective and insight
Independence Criteria for Independent Officers
In addition to the requirements for independent directors/audit & supervisory board members stipulated by the Tokyo Stock Exchange, IHI uses the criteria below to determine independence.
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Major shareholders
The Director should not be a major shareholder with 10% or more of the voting rights in IHI or serve as a Director, Audit & Supervisory Board Member, Executive Officer at a company with committees, Executive Officer or employee, of a corporation that is a major shareholder.
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Major clients, suppliers, etc.
The Director should not currently serve as a Director, Audit & Supervisory Board Member, Executive Officer at a company with committees, Executive Officer or employee, of any of IHI’s major clients, suppliers, etc. detailed below, nor should he/she have served as an Executive Director, Executive Officer at a company with committees, or Executive Officer, of such major clients, suppliers, etc. in the past.
- Major clients of the IHI Group (with transactions valued at 2% or more of IHI’s consolidated revenue in the most recent fiscal year)
- Major suppliers to the IHI Group (with transactions valued at 2% or more of the supplier’s consolidated revenue in the most recent fiscal year)
- Major lenders to IHI (as listed in the business report for the most recent fiscal year).
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Providers of specialist services (attorneys at law, certified public accountants, or consultants, etc.)
The Director should not be an attorney at law, certified public accountant, consultant, etc. who receives ¥10 million or more of monetary consideration or other property from IHI annually besides compensation as a Director/Audit & Supervisory Board Member.
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Accounting auditor
The Director should not be a representative partner or partner of IHI’s accounting auditor.
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Mutual exchange of Officers, etc. with IHI
The Director should not be assigned to a corporation with which IHI has a relationship of mutually exchanging Directors or Audit & Supervisory Board Members.
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Close relatives
The Director should not be the spouse or first- to second-degree relative of a Director, Audit & Supervisory Board Member, Executive Officer or equivalent executive-level employee of the IHI Group. In addition, the Director should not be the spouse or first- to second-degree relative of any person* referred to in 1 through 4 above.
If a major shareholder or a major client, supplier, etc. is a corporation, this applies only to Directors, Audit & Supervisory Board Members, Executive Officers at Companies with committees, Executive Officers, or equivalent executive-level employees of the corporation in question.
Dismissal Criteria for Officers
IHI judges dismissal of Officers based on the following criteria.
- The case of circumstances meeting the grounds for disqualification as a Director set forth in laws and regulations
- The case of illegal or improper conduct or conduct constituting a breach of trust, or when there are reasons such as incompetence
- The case of remarkable loss of corporate value caused by negligence of duties
- The case when an individual lacks a prerequisite listed in the ideal attributes for Officers
Approach to Independent Officer Nominations
IHI also considers concurrent positions, period in office, and related matters when nominating candidates as Independent Directors.
Approach to Ensuring Diversity in Key Human Resource Roles
IHI has set targets respectively for developing the environment to actively recruit and develop human resources, promote them to management and executive positions, and promote their contributions, so that each woman employee is able to make greater contributions in key human resource roles.
<Targets>
- Ratio of female Managers: 7% in FY2026 and 15% in FY2030
- Ratio of new female university graduate recruitment: About 20% in FY2026
Moreover, IHI supports the Keidanren’s Challenge to increase the proportion of female Officers, exceeding 30% by 2030.
