Renesas Electronics : Corporate Governance Report Leave a comment








[Translation for Reference and Convenience Purpose Only]

Corporate Governance Report

Renesas Electronics Corporation

Last Update:

October 8, 2021

Renesas Electronics Corporation

Hidetoshi Shibata

Representative Director,

President and CEO

Contact:

CEO Office

TEL: +81-3-6773-3001

Securities Code: 6723 https://www.renesas.com/

The corporate governance of Renesas Electronics Corporation (hereinafter “Renesas” or the “Company”) is described below.

I Basic Views on Corporate Governance, Capital Structure, Corporate Profile and Other Basic Information

1. Basic Views

Based on the following Corporate Governance Policy, the Renesas Group strives to be a company that is trusted by society by maintaining sound relationship with any and all stakeholders including local communities, customers and business partners in order to fulfill our social responsibility as a company

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 changes, 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 med- 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 remain committed 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.

[Translation for Reference and Convenience Purpose Only]

Corporate Governance Report

Renesas Electronics Corporation

Our Purpose

To Make Our Lives Easier

Renesas Culture

Transparent

The leadership team’s strategy and policy, the company’s current situation, as well as the issues and thoughts of each business organization should be well understood among employees. This is also tightly connected to the “Agile” and “Entrepreneurial” elements described below, and we believe it is fundamental for the success of every individual and organization.

Agile

In order to respond to changes in a timely manner, it is necessary to identify the likely outcomes and implications as quickly as possible, make decisions quickly, and rapidly take or correct actions. We must recognize situations, make decisions and act at a high velocity. When a follow-up regarding a task is made from inside and outside the company, employees should understand they are not being “Agile”.

Global

Not only the markets that we operate in, but also our customers and our competitors are global, and in order to thrive in this global environment, it is essential for us to have a global perspective ourselves. It is true we need better language skills, but there are many other simple steps we can take to facilitate communication, such as organizing discussion agenda, issues, alternative solutions in advance. In particular, numbers are useful as words. Whenever possible, use numbers to communicate, and try to share information more smoothly.

Innovative

In order for Renesas to provide “Innovative” technologies and products and continue to create sustainable social value, it is essential to practice “Innovative” way of conducting business and of thinking. Each and every one of our employees should embody “Innovation” using their imagination and creativity to contribute to the realization of a richer society.

Entrepreneurial

Individual employees should act professionally, voluntarily, and independently as if they are “running their own business” and are responsible for the results they deliver. Based on our strategies and policies as a company, we aim to develop employees who can think freely and create new value, without being constrained by existing concepts.

Reasons for Non-compliance with the Principles of the Corporate Governance Code

This report is prepared in accordance with Tokyo Stock Exchange’s Corporate Governance Code before June 11, 2021 (former version). The Company will submit the Corporate Governance Report based on the revised Corporate Governance Code in December 2021.

Principle 4-9:Independence Standards and Qualification for Independent Directors

The Company currently applies the Independence Standard established by the Tokyo Stock Exchange. The Company will consider establishing its original Independence Standards, taking various items into account such as future business environment and shareholders structure.

Supplementary Principle 4-11-3:Analysis on the Efficiency of the Board of Directors

The Company did not conduct the survey on the efficiency of the Company’s Board of Directors in FY2020, but the Company has implemented the various measures to improve the efficiency of the Board of Directors based on the discussion made by Board of Director meeting, voluntary nomination/compensation committee meeting and cooperation with administration office of each meeting body. The Company will make efforts to improve the efficiency of Board of Directors through various measures such as the periodic evaluation on the efficiency of Board of Directors, its analysis and implementation of improvement actions taking the PDCA cycles into account.

[Translation for Reference and Convenience Purpose Only]

Corporate Governance Report

Renesas Electronics Corporation

Disclosure Based on the Principles of the Corporate Governance Code

Principle 1.4: Policies for Cross-Shareholdings,voting rights exercise standard of Cross-Shareholdings

The Company regards investment shares which the Company owns for the purpose other than pure investment as the Strategic Shareholdings (so-called”Cross-Shareholdings” in the Corporate Governance Code). The Company has a policy for the Strategic Shareholdings, under which the Company periodically confirms the significance and benefit to keep other company’s share including strategic shareholdings, and, if the Company finds it does not have enough significance or benefit to do so, the Company will sell such share at the appropriate time flame. The Company does not own such shares as of the date of this report.

Principle 1-7.Overview of the procedures which secures the appropriateness of related party transactions Please refer to Article 8 of our Corporate Governance Guidelines: <_https3a_ _www.renesas.com2f_document2f_gdl2f_corporate-governance-guidelines=””>

Principle 2-6:Roles of Corporate Pension Funds as Asset Owners

The Company has established the Renesas Corporate Pension Fund to operate the defined benefit plan, which manages the reserve fund by providing the investment trustee institution with the basic investment policy established by the Pension Fund.

Because the management of the Pension Fund may impact stable asset formation for employees and the financial standing of the Company, the Pension Fund strives for proper and efficient management and regular monitoring, utilizing the knowledge of the external experts and consultants including actuaries whom the Pension Fund concludes advisory contracts.

For the proper management of the Pension Fund, the Company implements various measures from both of human resources and operation perspectives such as: appointment of the appropriate person with experience and abilities from the Company as an executive officer of the Pension Fund who is in charge of the fund management; and the attendance of the executive of the Accounting & Control Division at the Asset Management Committee hosted by the Pension Fund.

In addition, to prevent possible conflicts of interest between the beneficiaries of the Pension Fund and the Company, the Pension Fund entrusts the investment trustees with the decision to select investees and exercise voting rights on investees.

Principle 3-1 (i) Business principles, business strategies and business plans Please refer to Article 1.1. “Basic view” of this report for our business principles.

Principle 3-1 (ii) Basic views and guidelines on corporate governance based on each principles of the principles of the Code

Please refer to Article 1.1. “Basic View” of this report.

[Translation for Reference and Convenience Purpose Only]

Corporate Governance Report

Renesas Electronics Corporation

Principle 3-1 (iii) Board policies and procedures in determining the compensation of the executive management and directors

Please refer to “Director Compensation” session in Article 2.1 “Organizational Composition and Operation” of this report for the compensation of Directors.

Principle 3-1 (iv) Board policies and procedures in the appointment/dismissal of the senior management and the nomination of directors and corporate auditors (kansayaku) candidates Please refer to Articles 15 and 17 of our Corporate Governance Guidelines: <_https3a_ _www.renesas.com2f_document2f_gdl2f_corporate-governance-guidelines=””>

Principle 3-1 (v) Explanations with respect to the individual appointments/dismissals and nominations

For the reason to appointment to each director, please refer to Proposal No1. “Election of six directors” in the reference document of “NOTICE OF THE 19TH ORDINARY GENERAL MEETING OF SHAREHOLDERS” (Translation) which is posted on our website:

<_https3a_ _www.renesas.com2f_document2f_rep2f_notice-19th-ordinary-general-meeting-shareholders-0=””>

For the reason to appoint each corporate auditor, please refer to Proposal No2. “Election of two corporate auditors” in the reference document of “NOTICE OF THE 19TH ORDINARY GENERAL MEETING OF SHAREHOLDERS” (Translation) which is posted on our website and “Outside Corporate Auditor’s (Kansayaku’s) Relationship with the Company (2)” in Corporate Auditor (Kansayaku) session of “Article 2.1 “Organizational Composition and Operation” of this report.

Supplementary principle 4-1-1.The scope and content of the matters delegated to the management Please refer to Articles 17 and 18 of our Corporate Governance Guidelines: <_https3a_ _www.renesas.com2f_document2f_gdl2f_corporate-governance-guidelines=””>

The items which require the resolution of Board of Directors other than those specified in our Articles of Incorporation and applicable laws and regulations are as follows:

  • Fundamental management policy (mid-term management plan, annual operating plan, basic policy on management of subsidiaries, etc.)
  • Matters related to HR and organization (appointment of Executive Officers and assignment their responsibilities, revision of HR/compensation systems, etc.)
  • Acquisition or disposal of important assets (capital investment, M&A, etc.)
  • Accounting and financial matters (huge amount of expenditures, etc.)

Supplementary Principle 4-11-1.View on a board structure Please refer to Article 15 of our Corporate Governance Guidelines. <_https3a_ _www.renesas.com2f_document2f_gdl2f_corporate-governance-guidelines=””>

[Translation for Reference and Convenience Purpose Only]

Corporate Governance Report

Renesas Electronics Corporation

Supplementary Principle 4-11-2.Concurrently Position of Directors and Corporate Auditors

Please refer to our “19th Securities Report” posted on our website for the situation of concurrent position of Directors and Corporate Auditors.

*Only Japanese is available

Supplementary Principle 4-11-3.Summary of the evaluation of board effectiveness

As stated in “Reasons for Non-compliance with the Principles of the Corporate Governance Code” above, the Company did not conduct the survey on the efficiency of the Company’s Board of Directors in FY2020. For the reference, the self-evaluation result (including the evaluation of improvement status addressed previous year) and items to be improved prevailed through the questionnaire which was conducted in the past are as follows:

Self-evaluation covers, including but not limited to, the structure/diversity of Board of Directors, activation of independent outside directors, the maturity of the materials for the Board of Directors meeting, agenda of the Board of Directors meeting, sufficiency of explanation provided for each agenda by executive managements, appropriateness of proceeding management of the Board pf Directors meeting (whether or not the board members feel free to give its comments, etc.), time reserved to discuss the agenda, frequency of the Board of Directors meeting.

  1. The Board of Directors filled its role to the certain extent in FY2017 and is expected to make deeper discussion for business strategy and technology strategy.
  2. There is no issue under current operation as for the sufficiency of materials for the Board of Directors meeting and explanations provided to board members by executive managements, proceeding management of the Board of Directors meeting, discussion time, and frequency of the Board of Directors meeting. On the other hand, aiming for “Accelerate the Leap from Structural Reforms to the Growth Stage”, we need to consider how to make more fruitful and constructive discussion, e.g. frequency of the Board of Directors meeting and its agenda.
  3. We need to consider how to further activate independent outside directors, e.g. expand the discussion opportunity with independent outside Directors.
  4. Regarding the discussion for the appointment of executive managements and Directors, we need to consider how to establish more suitable process including the establishment of voluntary nomination committee to secure more fairness and transparency.

Based on these results, and taking future business environment and our shareholders structure, etc. into account, the Company has been discussed and developed improvement measures and countermeasures, and implemented these measures. For example, we established the voluntary nomination committee on November 2018, and shared and developed the discussion about company business strategy at the Board of Directors meeting. We will continuously implement the measure to improve the effectiveness of the Board of Directors taking the PDCA cycles into account such as making self-evaluation and pointing out the matters to be improved.

This is an excerpt of the original content. To continue reading it, access the original document here.

Disclaimer

Renesas Electronics Corporation published this content on 08 October 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 08 October 2021 03:46:01 UTC.

Publicnow 2021

All news about RENESAS ELECTRONICS CORPORATION

Analyst Recommendations on RENESAS ELECTRONICS CORPORATION

Sales 2021 919 B
8 217 M
8 217 M
Net income 2021 123 B
1 096 M
1 096 M
Net Debt 2021 610 B
5 453 M
5 453 M
P/E ratio 2021 21,0x
Yield 2021
Capitalization 2 515 B
22 565 M
22 480 M
EV / Sales 2021 3,40x
EV / Sales 2022 2,78x
Nbr of Employees 18 612
Free-Float 61,7%

Chart RENESAS ELECTRONICS CORPORATION



Duration :


Period :




Renesas Electronics Corporation Technical Analysis Chart | MarketScreener

Technical analysis trends RENESAS ELECTRONICS CORPORATION

Short Term Mid-Term Long Term
Trends Bullish Bullish Bullish



Income Statement Evolution

Sell

Buy

Mean consensus BUY
Number of Analysts 14
Last Close Price
1 299,00 JPY
Average target price
1 712,86 JPY
Spread / Average Target 31,9%




Source link

Leave a Reply

Your email address will not be published. Required fields are marked *

SHOPPING CART

close