Governance | Risk Management | Ethics and Compliance | Executive Compensation | Tax Policy
Renesas Electronics Corporation is registered in Tokyo, Japan and is listed on the Tokyo Stock Exchange. We currently operate from headquarters located in Toyosu, Tokyo as well as through sales offices and companies, manufacturing and design, and development sites located around the world in Asia, Europe and the Americas. Each office is organized and operated in accordance with the laws and regulations of the countries.
Corporate Governance Policy
Based on our “Purpose”: “To Make Our Lives Easier”, we are committed to develop a safer, healthier, greener, and smarter world by providing intelligence to our four focus growth segments: Automotive, Industrial, Infrastructure, and IoT. To achieve our Purpose, we aim to respond flexibly to change, solve issues, and continue to create value in a sustainable way based on the “Renesas Culture”, a guideline of conduct for all of our activities, behavior and decision-making, which consists of five elements. Based on Renesas Culture, we aim for continuous growth and enhancement of corporate value over the mid- to long-term. In addition, we aim to co-exist and co-prosper with every stakeholder in order to create long-term sustainable value as a responsible global company. In order to achieve this, we must thrive in the rapidly-changing, competitive global semiconductor marketplace, and continue to satisfy the expectations of all of our stakeholders and to grow with profit expansions. We will continue to solidify our business foundation as a global semiconductor company by honing technological advancement as well as supplying excellent semiconductor products and optimized solutions through elaborate marketing and sales activities. We recognize the importance to build a corporate governance structure and system that enables transparent, fair, quick and resolute decision-making. We will continue to enhance our corporate governance structure and system through various measures such as communication and cooperation with our stakeholders including shareholders, appropriate information disclosure, ensuring appropriate delegation of authority and highly effective oversight functions.
To execute corporate governance and remain as a sustainable and responsible partner for our stakeholders, we are committed to maintaining a corporate governance structure that is transparent, enabling fair, fast and resolute decision-making and robust accountability. We do this by implementing our policies through our processes and systems, from supervision of our business operations to business executions. Our ultimate objective is to achieve sustainable enhancement of corporate value over the mid- to long-term for the benefit of all the stakeholders.
As required under the Companies Act in Japan, we have established an internal control system to ensure our corporate officers, and employees comply with the applicable laws, regulations and our articles of incorporation. In addition, we periodically hold Internal Control Promotion Committee to discuss our Group's policies and the state of compliance with respect to internal control.
Our corporate governance policies and practices are outlined in our Corporate Governance Report, Corporate Governance Guidelines and Basic Policy on Establishment of Internal Control Systems.
|Corporate Governance Report|
|Basic Policy on Establishment of Internal Control Systems|
|Articles of Incorporation of Renesas Electronics Corporation|
|Corporate Governance Guidelines|
Renesas Corporate Governance Structure
We recognize the importance of operating business efficiently and ensuring the soundness and transparency of management in order to continuously increase corporate value. We are working to improve our management system and implement various measures to enhance corporate governance. In addition, to execute corporate governance, we regularly hold the Board of Directors, the Board of Corporate Auditors, and the Executive Committee.
In principle, our Board of Directors meets regularly once every 3 months, and extraordinary meetings are held as necessary to flexibly and promptly make important decisions, and to supervise the execution of duties by directors and the executive officers. In principle, the Executive Committee, which is composed of full-time Director, Executive Vice Presidents and Senior Vice Presidents, deliberates on matters to be submitted to the Board of Directors in advance, thereby enhancing deliberations. Each Director servers a term of one year. In order to clarify the management’s accountability, the Company asks its shareholders to appoint or reappoint the Directors at the General Meeting of Shareholders every year.
The functions and roles of outside Directors are to supervise and check whether the execution of duties by other Directors are appropriate, and to participate in management decision-making with an external viewpoint by utilizing their knowledge, experience and insight, etc. cultivated from their own careers. A lead independent director is also appointed among outside directors.
In addition, we are a company with a Board of Corporate Auditors (a Company with Kansayaku Board) under the Japanese Companies Act, and we have established a corporate governance system in which the execution of duties by Directors is audited by members of the Board of Corporate Auditors. The full-time Corporate Auditor, who have a wealth of knowledge mainly in business operations and accounting, effectively collect a wide range of information related to the execution of Directors’ duties while cooperating with the Internal Audit Office, which is the internal audit department. The Board of Corporate Auditors, including outside Corporate Auditors with high independency, objectively analyze this information from various perspectives. Through this process, the Company believes that its current corporate governance system is fully functioning and suitable for our corporate governance.
In principle, the Board of Corporate Auditors meets once every 3 months, and extraordinary meetings are held as necessary to determine items such as auditing policies and receive reports such as the status of audits from each Corporate Auditor. In addition to closely coordinating with the Accounting Auditor and the Internal Audit Office, the Corporate Auditors also hold individual meetings with each Director, receive reports on the content of their operations, and audit the execution of duties by each Director.
In addition, we have established voluntary Compensation and Nomination Committees to improve transparency and fairness in the remuneration, and the appoint and dismissal of our board members. The Board of Directors is advised by each committee on items related to the remuneration and appointment/dismissal of board members and the committee reports these items to the Board of Directors.
Sustainability Promotion Structure
- Responsibilities surrounding Renesas’ sustainability activities lies with the CEO.
- Activities and issues surrounding sustainability is periodically reported to the Board of Directors through Corporate Officers and the Sustainability Promotion Office nominated by the CEO.
- The Sustainability Promotion Office was established as a direct organization under the CEO in order to promote sustainability activities across the entire Group.
Board of Directors and Corporate Auditors
Board of Directors
Renesas’ management board is organized in accordance with the Companies Act in Japan, and the members of the board are collectively responsible for the management, general and financial affairs and policy and strategy of our company. As of April 2023, the Board of Directors comprise of 5 members, each appointed at our General Meeting of Shareholders. Out of 5 directors, we have 4 outside Directors to bring a different and diverse set of knowledge and experience in dealing with business challenges. Board responsibilities and expectations are identified in Renesas Board Charter that is approved by the Board of Directors.
Check Corporate Governance Report for the evaluation on the effectiveness of Board of Directors.
|Selena Loh Lacroix||●||●||●||●|
Board of Corporate Auditors
Corporate Auditors are responsible for auditing and supervising the Directors’ performance of duties. The Board of Corporate Auditors organized in accordance with the Companies Act in Japan, is strictly independent from the management and the board of directors. As of April 2023, the Board of Corporate Auditors compose of 1 full-time Corporate Auditor and 3 outside Corporate Auditors. At the meeting of Board of Corporate Auditors, the Corporate Auditors determine auditing policies and other matters and receive reports from each Corporate Auditor about the status of audits and other subjects. With respect to 2 of the Corporate Auditors, both are lawyers and they are also Independent Outside Corporate Auditors. In addition, 1 of the Corporate Auditor has considerable knowledge of finance and accounting.
Independent Directors and Auditors
To ensure that the corporate governance of Renesas is conducted with the appropriate level of objectivity and transparency, the Company has established a standard for determining whether Outside Directors and Outside Corporate Auditors are sufficiently independent; i.e., there is no possibility for a conflict of interest with the Company.
Therefore, only those individuals who meet the requirements of the Japanese Companies Act and the independence criteria set forth by the Tokyo Stock Exchange, and who do not fall within any of the categories described below are deemed to have sufficient independence to serve as the Outside Officers of the Company.
|Business Relationship||Important Customer of the Company||Sales to such customer (on a consolidated basis) exceeds 2%* of the Company's consolidated revenue, or a direct or indirect user or purchaser of the Company's products who is deemed to have a similar level of importance.
*Averaged over the past 3 years
|Business Partner of which the Company is an Important Customer||Revenue from the Company (on a consolidated basis) exceeds 2%* of the business partner's consolidated revenue.
*Averaged over the past 3 years
|Important Fund Provider||Funds provided exceeds 2% of the Company's consolidated total assets
*As of the end of the last fiscal year
|Professional Services||Providers of professional services* (remuneration (on a consolidated basis) exceeds 2%** of the organization's consolidated revenue, or in the case of an individual, 10 million yen**)
*Including accounting, legal, and consulting services
**Average percentage and amount over the past 3 years
|Capital Relationship||Major Shareholders||10% or more|
|Investees||10% or more|
|Others||Employees||The Company and its subsidiaries|
|Accounting Auditor||Accounting Auditor of the Company
*Within the last 3 years
|Recipient of Donations||More than 10 million yen
*In any of the past 3 years
|Family Relationship||Spouse, close relative up to the second degree of kinship, or person living together of a person* who manages the management of the Company or its affiliated companies
*Senior Vice President and above
The details of our Independence Standard of outside officers
All of our outside Directors (4 Directors) and outside Corporate Auditors (3 Corporate Auditors) are designated as and noticed to Tokyo Stock Exchange as Independent Directors and Auditors. Independent Directors and Auditors are outside directors and outside corporate auditors who do not have any conflict in interest with the Company, Company’s major shareholders or their mother company.
Renesas’ Independent Officer Notification Form (Submitted on March 3, 2023 – a translated version of the document submitted to the Tokyo Stock Exchange)
Learn more about the overview of Renesas’ leadership team and their biographies
Our Nomination and Compensation Committees are organized independently to the Board of Directors. The Nomination and the Compensation Committees are a voluntary advisory body reporting to the company’s Board of Directors to increase accountability to stakeholders and to further validate corporate governance by ensuring objectivity and transparency.
The Nomination Committee is comprised of 4 members (all of which are independent outside directors). In accordance with the consultation with the Board of Directors, the Nomination Committee will deliberate on matters related to the appointment or dismissal of Directors and Corporate Auditors, as well as matters concerning the CEO succession plan, and will report these details to the Board of Directors. In 2021, 8 Nomination Committee meetings were held. All members of the committee were in attendance for all 8 meetings.
Board Diversity Policy
When deliberating items such as appointment and dismissal of Directors, the Nomination Committee considers the below points:
- Consider the expertise and the experience of the candidate as well as the gender, age, ethnicity, and cultural background in order to make progress towards achieving the board gender diversity of 20%
- For more than half of the members of the Board of Directors to be outside directors
- A Director who serves as an executive officer must not serve on more than 2 public companies' Boards (including Renesas), and outside directors must not serve on more than 5 public companies' Boards (including Renesas)
The Compensation Committee is comprised of 4 members (including 2 independent outside Directors and 1 independent outside Corporate Auditor) and is set for the purpose of enhancing transparency and objectivity in determining compensation amounts for the Directors and Corporate Officers. In response to a consultation request from the Board of Directors, Compensation Committee deliberates on and makes recommendations regarding the compensation policy for Directors and Corporate Officers. In 2021, 6 Compensation Committee meetings were held. All members of the committee were in attendance for all 6 meetings.
Contributing to SDGs
Renesas’ efforts in Governance contributes to these Sustainable Development Goals targets:
SDG 16.5 Substantially reduce corruption and bribery in all their forms
SDG 16.7 Ensure responsive, inclusive, participatory and representative decision-making at all levels