Corporate Governance

One of our most important management tasks is to consistently increase enterprise value by means of highly efficient and transparent management, while fulfilling our social responsibility and contributing to the welfare of the community based not only on compliance with laws, regulations, and our articles of incorporation, but also on corporate ethics. Achieving this will enable the azbil Group to live up to the trust placed in us by shareholders and all other stakeholders.

Azbil Corporation's report on corporate governance (full text) is available here.

Basic Policy for Corporate Governance

(1) Ensuring shareholder rights and neutrality
So as to substantively ensure the rights of our shareholders, Azbil Corporation will adopt appropriate measures in accordance with the law and other regulations, and give due consideration to foreign and minority shareholders, thus creating an environment in which all shareholders can properly exercise their rights equally.

(2) Cooperation of stakeholders other than shareholders
As we aim to achieve sustainable growth and enhance enterprise value over the medium to long term, we are strongly aware of our corporate social responsibility and we believe that management should give due consideration to all stakeholders. That is why we have chosen “human-centered automation” as our corporate philosophy. Whilst helping to realize safety, comfort and fulfillment in people’s lives and work, we aim to contribute to the global environment. To meet these goals, we have embodied our principles for corporate behavior in a Code of Conduct that provides guidelines for all officers and employees of the company and throughout the azbil Group.
We also put great importance on human resources, regardless of gender, and believe that diversity in the workplace – among the employees themselves, their ideas and values – can contribute to achieving sustainable growth. We are, for example, actively promoting the advancement of female employees. The company has an internal reporting system, and we believe that it is important to encourage employees to freely make use of it, without holding back out of fear that reporting will put them at a disadvantage. We also believe that it is important to put information gained via this system to good use. For these reasons, we have instituted the CSR Hotline to make it easy for employees to discuss any matters or concerns they may have. This system ensures that the information received is reported to the president, the Audit & Supervisory Board and the outside directors.

(3) Ensuring appropriate disclosure of information and transparency
We are committed to disclosing information that will ensure transparency and fairness in decision-making and result in effective corporate governance. Specifically, we believe it is important that all stakeholders have a clear idea of financial information (the company’s financial condition, business results, etc.), non-financial information (management strategy, management plans, key issues, etc.), and other information (risks, governance, etc.). Therefore, in addition to the information that we are legally obligated to disclose, we strive to publish additional information. For example, we disclose such information as the way in which candidates for the Board are elected and the policy for deciding the directors’ remuneration. Going forwards, we will continually strive to provide more information to stakeholders and to ensure transparency. And, so as to ensure correct auditing by accounting auditors, the company provides adequate time for audits, and conducts regular interviews between accounting auditors and the president and director in charge of financial affairs. We also take such measures as implementing a quarterly report meeting attended by the accounting auditors, the Audit & Supervisory Board and the internal audit department.

(4) Responsibilities of the Board of Directors
The fundamental mission of the Board of Directors is to realize sustainable corporate growth while enhancing enterprise value over the medium to long term. As set forth in the Board Rules, important items for deliberation include our basic management strategy and plans; we reach appropriate management decisions through free, open-minded and constructive discussions. In addition, to ensure transparency and fairness in management, we implement timely disclosure, an internal control system and a risk management system. At the same time, there is a regular exchange of opinions between the Audit & Supervisory Board and the internal auditing department, allowing audits to be conducted properly and facilitating the expression of views on management.
We recognize the important role played by independent outside directors in ensuring that the Board of Directors fulfills its role and responsibilities. We have therefore appointed five independent outside directors with extensive experience and professional knowledge regarding corporate management and supervision. Drawing on their various fields of expertise and experience, these independent outside directors are fulfilling their responsibilities in a broad range of matters, advising on how to enhance enterprise value and overseeing management. In addition, so that the Board of Directors may effectively fulfill its role, as well as ensuring transparency and objectivity, we see it as important to promote diversity when appointing directors and Audit & Supervisory Board members; we thus take into consideration the overall balance of expertise and experience within the Board.
Regarding the planning for future appointments to management, the Nomination and Compensation Committee – the majority of whose members are independent outside directors – serves in an advisory role to the Board of Directors. The Committee deliberates matters relating to the preparation and selection of candidates, and keeps records of the course of these deliberations and the results. This ensures that the planning process for new appointments is impartial and objective. The Chairperson of the Nomination and Remuneration Committee, who is an independent outside director, duly reports on these deliberations to the Board of Directors. This systematic approach ensures that the Board is actively involved in the planning for new appointments, and that sufficient time and resources are allotted to the preparation of candidates.
As of June 24, 2020, there are eleven members of the Board, with outside directors making up more than one third of the total. Women and non-Japanese nationalities are represented, making the Board truly diverse.

(5) Dialogue with shareholders
In addition to fulfilling corporate accountability, we strive to develop means and initiatives to promote a constructive dialogue with shareholders and investors in order to contribute to sustainable growth and the enhancement of enterprise value over the medium to long term. As regards the publishing of management strategy and plans, we disclose basic policies such as our profit plan, and we strive to provide clear explanations of the qualitative and quantitative targets (sales figures, operating income, ROE, etc.) in the medium-term plan and others, as well as how our strategy is designed to achieve those targets.

(6) Overview of corporate governance system and reasons for adopting the system
The Board of Directors makes decisions on basic operational policy, legal issues, and other important matters, and oversees the status of business execution. Functional separation between the Executive Officers and the Board of Directors enables swift business execution and strengthens the oversight of execution. The Board of Directors is convened monthly in principle. As to Executive Officers, the management meetings which Executive Officers with titles and representatives of the Audit & Supervisory Board Members attend are held twice a month as part of ongoing initiatives to strengthen business operations through prompt decision making and strict execution.
As of June 24, 2020, the Company has appointed eleven Directors, including six (Hirozumi Sone, Kiyohiro Yamamoto, Takayuki Yokota, Masato Iwasaki, Yoshimitsu Hojo, Kazuyasu Hamada) who are involved in business execution and have accumulated experience in the Company’s business and management and five (Katsuhiko Tanabe, Takeshi Itoh, Waka Fujiso, Mitsuhiro Nagahama, Anne Ka Tse HUNG (Married Name: Anne Hung Davis)) who are Independent Outside Directors and have independence, broad experience, a wealth of expertise and knowledge, and rich diversity in the form of nationality and gender. Independent Outside Directors make up more than one third of the Board of Directors. In addition to working diligently to enhance the Company’s corporate value through appropriate oversight and advice during the decision-making process at Board of Directors meetings, these Independent Outside Directors regularly exchange opinions with the President and Group CEO. Moreover, upon collecting the self-evaluations and opinions on the effectiveness of the Board of Directors from the Directors and Audit & Supervisory Board Members each year, current evaluations and issues are shared at Board of Directors meetings as we pursue further increase of the effectiveness of the Board of Directors.
Additionally, the Company has established the Nomination and Remuneration Committee, an optional committee that serves as an advisory body to the Board of Directors. The committee’s goal is to ensure a higher level of fairness, objectivity, and transparency in the determination process of the nomination and remuneration of officers, to contribute to the Company’s enduring development and increasing medium- to long-term profitability and productivity. The committee deliberates not only the selection of Director candidates, Representative Director candidates, candidates for President & Group CEO, candidates for Chairperson of the Board, candidates for Directors who also serve as Executive Officers, the executive remuneration system, the remuneration plan, basic remuneration based on the executive remuneration system, individual performance evaluations, progress evaluation of qualitative targets, individual bonus amount, and amendments to the Director remuneration framework, but also the dismissal of Presidents & Group CEOs, Directors, Managing Executive Officers, and Directors who also serve as Executive Officers, as well as items related to the development of successors. The Chairperson of the Nomination and Remuneration Committee is elected through a mutual vote by the Independent Outside Directors. Per the regulations, the committee must be comprised of a majority of Independent Outside Directors. Currently, Katsuhiko Tanabe (Independent Outside Director) serves as the committee chairperson. Takeshi Itoh(Independent Outside Director), Waka Fujiso (Independent Outside Director), Hirozumi Sone (Representative Director) and Kiyohiro Yamamoto (Representative Director) serve as committee members, with Independent Outside Directors comprising a majority of the committee.
Furthermore, the Company is a company with Audit & Supervisory Board in which five Audit & Supervisory Board members, including three Outside Audit & Supervisory Board Members (Kinya Fujimoto, Minoru Sakuma, Fumitoshi Sato), are appointed, with two of the Audit & Supervisory Board Members (Tomohiko Matsuyasu, Hisaya Katsuta)serving on a full-time basis as of June 24, 2020. The Audit & Supervisory Board members carry out rigorous audits of the administrative decisions and execution of business by the Directors and Executive Officers, primarily from the standpoint of the legality of the execution of business. Audit & Supervisory Board Member Tomohiko Matsuyasu has many years of experience in the Company’s accounting operations. Audit & Supervisory Board Member Kinya Fujimoto has a wealth of experience and outstanding insight as a certified public accountant. Audit & Supervisory Board member Fumitoshi Sato has experience as the person responsible for the creation of financial statements as the officer in charge of accounting and finance at another operating company. Thus, they have a wealth of knowledge concerning financial affairs and accounting.
We believe that enhancing the functions of the above-mentioned Board of Directors and Audit & Supervisory Board and enhancing the management of the executive officer system is effective for further strengthening our corporate governance.

Corporate Governance Framework (As of June 24, 2020)

Changes to Improve Corporate Governance

We strive to strengthen and enhance corporate governance to ensure fairness, transparency and objectivity of the management.

Overall Balance and Diversity of the Board of Directors

The company appointed executive directors who have experience in our business and management, and outside directors with independence who have expertise, insight and broad experience in managing and directing companies on diverse backgrounds. In appointment of directors, the Board of Directors selects candidates after screening by the “Nomination and Remuneration Committee,” a voluntary advisory body which consists of independent outside directors (who constitute a majority) and representative directors, headed by an independent outside director. Also, as to the Audit & Supervisory Board, we are enhancing the supervisory function through appointing three independent outside members including one certified public accountant, as well as having members who have knowledge about finance, accounting and legal affairs, and at least one member with ample knowledge of finance and accounting. Thus, we maintain the Board of Directors with a good overall balance.
As of 24 June, 2020, we have six executive directors who have experience in our business and management and five outside directors with broad experience, expertise and knowledge who are independent and diverse in such areas as nationality and gender. Outside directors now account for more than one-third of the 11-member Board of Directors.

Improving the Effectiveness of the Board of Directors

An effective Board of Directors forms the cornerstone of good corporate governance. With this in mind, we annually collect and assess self-evaluations and opinions from all board meeting attendees and use this information to enhance the Board’s functionality. Regarding matters to be discussed by the Board of Directors, we provide opportunities for prior explanation, mainly for outside officers, before the Board of Directors meetings to ensure a full understanding of the details, in order to facilitate active debate and discussion on essential points by a fully informed Board of Directors.
The Board of Directors also receives proactive input from members of the Audit & Supervisory Board. Guided by Japan’s Corporate Governance Code, we have created conditions in which our Audit & Supervisory Board and its members exercise their authority effectively and actively, and convey their opinions appropriately at Board of Directors meetings. Outside officers play an important role in the operation of the Board of Directors. More than half of the remarks at board meetings are made by outside directors and outside Audit & Supervisory Board members.
During FY2019, in the context of formulating a new management plan for the long-term growth and development of the Company, extensive discussions were conducted regarding the direction of the Group’s future growth and how that should inform the plans for each of our businesses. Technology, R&D and HR strategies for growth have also been discussed. In addition, to enhance Group management supervision we regularly compile detailed reports on the performance and strategy reviews of the major subsidiaries. Furthermore, the structure of the new management team for FY2020 and beyond was deliberated and agreed on by the Board of Directors following thorough discussion by the Nomination and Remuneration Committee in accordance with our corporate regulations. This committee, which is an advisory body of the Board of Directors, features a majority of independent outside directors, one of whom acts as chairperson.
Aiming to achieve long-term growth, the Board of Directors has been actively deliberating business plans and strategies, discussing such issues as the qualitative changes to the economic environment resulting from the novel coronavirus pandemic, new business opportunities, and business/operational reforms related to the Group’s social contribution activities. As well as demonstrating the direction of the Group’s management strategy, members of the Board are collectively mindful of the importance of sustained supervisory functions, which include maintaining a keen awareness of the business conditions facing domestic and overseas subsidiaries.
We will continually strive to improve the effectiveness of the Board of Directors so as to achieve sustainable growth and enhance corporate value over the medium to long term.

Executive Compensation

Decision-making Policy

To strengthen corporate governance and deliver sustainable increases in corporate value by achieving Group management goals, we have established policies on decision- making by the Board of Directors related to officer remuneration. Remuneration for directors is commensurate with their roles, responsibilities, and accomplishments and is designed to contribute to sustainable growth and improvement in corporate value.
The basic remuneration amounts paid to individual directors and the total amounts of bonuses paid to directors concurrently performing executive duties, as well as individual payments to concurrently performing directors, are kept within limits set at the General Shareholders’ Meeting. The president and CEO, appointed by resolution of the Board of Directors, produces a draft proposal of individual compensation amounts based on our Director Remuneration Regulations and Nomination and Remuneration Committee Regulations. The Nomination and Remuneration Committee makes the final decision after deliberating on the proposed amounts. Decisions on the remuneration amount for the representative director, who is a member of Nomination and Remuneration Committee, are made by the Committee without participation by the representative director in question.

Overview of the Nomination and Remuneration Committee

The Company has established an optional Nomination and Remuneration Committee as an advisory body of the Board of Directors to ensure transparency and objectivity in the remuneration determination process. The Nomination and Remuneration Committee reviews the executive remuneration plan, the basic remuneration amounts based on the executive remuneration system, individual performance evaluations, progress evaluations for qualitative items, the amount of individual bonus payments, and revision of remuneration amounts for Directors. Per the regulations, the Chairperson of the Nomination and Remuneration Committee is elected through a mutual vote among the Independent Outside Directors and the committee must be comprised of a majority of Independent Outside Directors.

Activities of the Nomination and Remuneration Committee and Board of Directors

In the activities for FY 2019, the Nomination and Remuneration Committee met five times, and in May 2019, the Committee evaluated the results of individual performance targets and the amounts of bonuses to be paid to individual Directors who concurrently performed executive duties in FY 2018, and deliberated the basic remuneration to be paid to individual Directors who concurrently perform executive duties in FY 2019. The Committee also confirmed the state of progress on the plan to develop successors. Progress in the plan to develop successors was confirmed as necessary at subsequent meetings of the Nomination and Remuneration Committee, and at a February 2020 meeting of the Committee, the structure of the FY 2020 management team was deliberated based on the succession plan and reported to and approved by the Board of Directors. Furthermore, in addition to the specification of the terms of office from the viewpoint of the independence of outside officers, changes to regulations related to executive officers to clarify responsibilities based on positions were deliberated in the Committee and approved at the Board of Directors. Additionally, as part of the expansion of our plan to develop successors, the Committee reviewed our new system to respond to our global personnel that are responsible for part of our overseas business strategy and who exercise excellent capabilities and activities, and reported this to the Board of Directors.

Officer Remuneration: Breakdown, Approach, and Limits

Remuneration for directors who concurrently perform executive duties consists of basic remuneration—fixed amounts commensurate with their roles and responsibilities— as well as bonuses that are linked to fiscal year business results and that also reflect the degree to which medium-term targets have been achieved. Basic remuneration of directors who concurrently perform executive duties consists of three parts: director compensation, executive position remuneration, and executive responsibility remuneration. As for director remuneration, a fixed amount is paid to the representative director and a fixed amount is paid to other directors. Executive position remuneration is a fixed amount set for each position, and executive responsibility remuneration is commensurate with the responsibility grade for each individual based on the weight of responsibility, scope of role, and quantitative and qualitative evaluations for the year. Responsibility grade is adjusted annually by the Nomination and Remuneration Committee after deliberation.
To encourage commonality of interest between directors concurrently performing executive duties on the one hand, and shareholders on the other, and to provide the directors and officers with ongoing incentives to enhance corporate value, we have an officer stock ownership plan to which they can contribute fixed annual amounts. They can purchase and continue to hold company stock in an amount proportional with each officer’s position and responsibilities through the officer stock ownership plan.
Directors (internal) who do not concurrently perform executive duties and outside directors receive only basic, fixed remuneration to ensure that they perform their management supervision function effectively. At the 84th Ordinary General Meeting of Shareholders, held on June 29, 2006, the total remuneration limit for directors was set at ¥450 million per year (total of eight directors; remuneration does not include employee portion of director’s salary).
With regard to remuneration for Audit & Supervisory Board members, only basic, fixed amounts are paid in consideration of their duties and authority. At the 85th Ordinary General Meeting of Shareholders, held on June 28, 2007, the total remuneration limit for Audit & Supervisory Board members was set at ¥120 million per year (total of five members), with individual payments decided through discussion by Audit & Supervisory Board members.

Performance-linked remuneration

Directors who concurrently perform executive duties receive bonuses based on performance evaluation and qualitative evaluation,* as well as the degree to which medium- term targets have been achieved. The portion that is linked to performance is designed to foster the sustainable growth and improved corporate value of the company. Specific calculations are based on ROE and other indicators—which reflect an increase in operating income, profitability, and capital efficiency—in order to evaluate how directors have fulfilled their Group consolidated management responsibilities. Another selected indicator is operating income growth rate, which reflects the efforts of directors to achieve medium- and long-term improvement in corporate value. The Nomination and Remuneration Committee discusses individual performance-linked remuneration amounts after comprehensive consideration of these indicators.

* We also take into consideration the degree of achievement of qualitative targets assigned individually to each role. These include objectives set at the beginning of each period for CSR and other activities and human resource succession training.

Contribution of Outside Officers

In addition to the requirements for independent officers stipulated by the Tokyo Stock Exchange, we follow criteria for independence that we have formulated when appointing outside officers as prescribed by the Companies Act. Candidates deemed capable of providing constructive suggestions and accurate observations and advice concerning the company’s business and the improvement of enterprise value in the medium and long terms are appointed as outside directors. Candidates who are knowledgeable about key aspects of finance, accounting, and auditing and who are independent of company executives are appointed as outside members of the Audit & Supervisory Board. Our outside officers, from their diverse perspectives, are active in asking questions and giving suggestions at Board of Directors meetings, thereby contributing to sustainable corporate growth and the enhancement of enterprise value over the medium and long terms.

Reasons for Appointing Outside Directors and Their Attendance Record

Katsuhiko Tanabe

Mr. Katsuhiko Tanabe has outstanding expert viewpoints as a lawyer and insights on management, as he has successively served in important posts in the legal field, and has a record of superior performance in corporate legal affairs of global business based on his expert views. In addition, by utilizing his experience as an outside officer at several companies, at Board of Directors meetings of the Company, he not only supervises business execution but also proactively offers his opinions based on his broad knowledge as a legal expert and keen insight on corporate governance, in order to increase transparency and fairness of management, thus fulfilling such appropriate roles as supervision and advising, etc. on business execution.

Attendance record : Board of Directors meetings 13 of 13

Takeshi Itoh

In addition to management experience and experience as an analyst in investment banks and investment advisory companies, etc. domestically and abroad, with his long-term overseas work experience and experience in the consulting business including fundraising and M&A advice, Mr. Takeshi Itoh has a record of superior performance in advanced corporate analysis, etc. In addition, by utilizing his experience as executive officer in investment management companies domestically and abroad, at Board of Directors meetings of the Company, he not only supervises business execution but also proactively offers his opinions based on his advanced knowledge and experience as an expert in the fields of international financing and investment, in order to increase transparency and fairness of management, thus fulfilling such appropriate roles as supervision and advising, etc. on business execution.

Attendance record: Board of Directors meetings 13 of 13

Waka Fujiso

Ms. Waka Fujiso possesses extensive knowledge and experience that she gained mainly during her activities over many years as a public prosecutor, and, after retiring from the position of public prosecutor at the Supreme Public Prosecutors Office, during her service as a council member at a government agency at which time she also taught at a law school. At Board of Directors meetings of the Company, she not only supervises business execution, but also proactively offers opinions from her extensive knowledge as a legal expert, aiming at more thorough compliance management and risk management as well as the enhancement of management transparency and fairness. In these ways, Ms. Fujiso fulfills such appropriate roles as supervising and giving advice on business execution.

Attendance record: Board of Directors meetings 13 of 13

Mitsuhiro Nagahama

Mr. Mitsuhiro Nagahama possesses broad knowledge and extensive experience in the financial/securities sectors and abroad, as he has successively served in important posts at financial institutions. He was appointed as an Outside Audit & Supervisory Board Member in 2015, and has audited the Company’s overall business with his outstanding insights on corporate governance and ideal way of company management, contributing to the improvement of the Company’s corporate governance and internal control from an independent perspective. Furthermore, as an Outside Director since 2019, he has not only supervised business execution, but also proactively offered opinions from wide-ranging perspectives, aiming at enhancing management transparency and fairness. In these ways, Mr. Nagahama fulfills such appropriate roles as supervising and giving advice on business execution.

Attendance record: Board of Directors meetings 13 of 13

* He retired as Audit & Supervisory Board Member, and he assumed the post of Director, at the conclusion of the 97th Ordinary General Meeting of Shareholders held on June 25, 2019, and the above number includes the number of times he attended Board of Directors meetings until retiring as an Audit & Supervisory Board Member.

Anne Ka Tse HUNG

Ms. Anne Ka Tse HUNG worked at an international law office as a partner attorney, and supported the conclusion of transaction agreements in international transactions for Japanese companies in addition to overseas corporate matters. She also has ample business experience with Japan-based companies, is familiar with Japanese business customs, and possesses knowledge in the industry to which the Company belongs. The Company expects that she will utilize her abundant experience, insight, and global knowledge as Outside Director of the Company to offer objective indications and advices for the enhancement of management transparency and fairness from wide-ranging perspectives in addition to supervise business executions for the Board of Directors. The Company believes that she will fulfill her appropriate roles in these ways.

* She was elected at the 98th Ordinary General Meeting of Shareholders held on June 24, 2020.

Reasons for Appointing Outside members of the Audit & Supervisory Board and Their Attendance Record

Kinya Fujimoto

Mr. Kinya Fujimoto has a wealth of knowledge and experience concerning financial affairs and accounting as a certified public accountant. He reflects his professional discernment based on this knowledge and experience in the auditing of the Company’s overall business and in the strengthening of the management of Group companies. He was elected for further improvement of the corporate governance from a position of independence. He asks questions and makes recommendations from perspectives relating to the audits of the Company’s overall business at Board of Directors meetings based on his long-term experience as a certified public accountant and wealth of expertise and experience concerning financial affairs and accounting.

Attendance record : Board of Directors meetings 13 of 13,the Audit & Supervisory Board meetings 14 of 14

Minoru Sakuma

Mr. Minoru Sakuma has held key positions at a government financial agency and has wide-ranging knowledge about international finance and extensive experience overseas. He also has management experience at an investment company and experience at a business company that develops global activities. Based on these experience, he raises questions and made comments from the perspectives of the validity of the Company’s business strategy and enhancing the Group’s overall corporate governance.

Attendance record : Board of Directors meetings 10 of 10,the Audit & Supervisory Board meetings 10 of 10

* He was elected at the 97th Ordinary General Meeting of Shareholders held on June 25, 2019. His attendance only applies to Board of Directors meetings and Audit & Supervisory Board meetings held after his appointment.

Fumitoshi Sato

Mr. Fumitoshi Sato has held key positions in Japan’s central bank and has wide-ranging knowledge and abundant experience in the financial field. He also has work experience and management experience as a director of a company in the manufacturing field, where he served in the department overseeing accounting, legal, and personnel affairs. Based on these experience, he raises questions and made comments from the perspectives of the validity of the Company’s business and financial strategy and enhancing the Group’s overall corporate governance.

Attendance record : Board of Directors meetings 10 of 10,the Audit & Supervisory Board meetings 10 of 10

* He was elected at the 97th Ordinary General Meeting of Shareholders held on June 25, 2019. His attendance only applies to Board of Directors meetings and Audit & Supervisory Board meetings held after his appointment.

Comment by an Outside Director

Azbil corporate governance, present and future

Under the corporate philosophy of “human-centered automation” that reflects back to its founding spirit, Azbil has consistently emphasized compliance management and it has striven to create good governance. Since 2007 outside officers have been on the Board of Directors, the composition of which is currently half internal and half external . For matters of particular importance to governance – such as appointing and dismissing officers (including the president and CEO) and deciding on executive compensation – the Nomination and Remuneration Committee deliberates as an advisory body of the Board of Directors. Three of the four members of this committee, including the chairperson, are independent outside directors. What is even more significant is the diversity represented by the outside directors: there are now five, including two women and a foreign national, of varying ages and with differing specialties, careers, and domains of experience. Naturally, they are also unique in their awareness of issues, their perspectives, and their sense of values. When the Board is to meet, they are provided with relevant materials and explanations of issues in advance. They can therefore engage in frank and lively exchanges of opinion with the management and Audit & Supervisory Board members, who on their part benefit from fresh insights reflecting each individual’s knowledge and experience. This encourages the exchange of opinions and recommendations that derive from differing viewpoints and assessments. It can be said that good governance results from the combination of such external voices, representing diverse values, and management that listens attentively to them. Going forward, diversity will continue to be of importance when making appointments.
Embarking on a new fiscal year in the midst of such unprecedented global disruption, the management is facing some difficult challenges. However, it can rely on the strong relationship of trust between management and employees that has been fostered by the “human-centered” corporate philosophy. While implementing the governance, compliance, and risk management that form the basis of CSR management, and guided by Sustainable Development Goals, Azbil will continue to develop strategies and implement business activities in line with its Guiding Principles and Code of Conduct, which will foster initiatives for finding solutions to ESG issues. I am confident that Azbil will fully harness its fundamental strengths so as to be able to achieve sustainable growth.

Outside Director
Waka Fujiso