Corporate Governance

Basic Stance/Policy

Based on its management philosophy of “providing innovative products to the world and generating new trends to contribute to the creation of an affluent society,” THK’s basic stance toward corporate governance is to improve corporate value over the medium to long term. From the perspective of “corporate value maximization,” this entails raising management transparency to all stakeholders, including shareholders, while at the same time conducting appropriate and efficient management.

Corporate Governance Structure

The executive officer system represents one of our main efforts and has been in place since June 2014. Additionally, after the 46th General Meeting of Shareholders on June 18, 2016, and in conjunction with our establishment of an Audit and Supervisory Committee in place of our Audit and Supervisory Board, we set up a non-mandatory Nomination Advisory Committee and a Remuneration Advisory Committee to act as advisory bodies to the Board of Directors. In doing so, we have endeavored to bring enhanced transparency and objectivity to management, strengthen the auditing functions of the Board of Directors, and bring greater speed and efficiency to management-related decision-making and the management of corporate affairs.

SUMMARY

Audit and Supervisory Committee
  • The directors on the Audit and Supervisory Committee, which serves in an auditing and supervisory capacity, participate in Board of Directors meetings and exercise their votes.
  • This committee utilizes internal controls to audit and supervise the work of directors and managing executive officers.
Nomination Advisory Committee and Remuneration Advisory Committee
  • To secure greater transparency and fairness, half of the members are outside directors.
  • As advisory bodies to the Board of Directors, these committees review and deliberate on director candidates and remuneration proposals. The Board of Directors then deliberates and makes decisions regarding those topics.
Executive Officer System
  • This system endeavors to improve the management oversight function of the Board of Directors, clarifies roles and responsibilities relating to the management of corporate affairs, and accelerates operational execution.
Governance Structure
Figure

Structure of the Board of Directors

THK’s Board of Directors comprises a total of eight directors—including one outside director—who are not members of the Audit and Supervisory Committee, in addition to three outside directors who are Audit and Supervisory Committee members. The Board of Directors makes decisions on important matters of general management and carries out the oversight of directors and executive officers in the execution of their duties. There are also four outside directors whose independence meets the evaluation criteria stipulated by the Tokyo Stock Exchange and THK. With over a third of the directors being outside directors who possess specialized professional knowledge and qualifications related to corporate accounting or general management, this structure has further enhanced management neutrality, legality, and validity while improving the board’s management oversight function.

Directors (As of March 16, 2019)

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President and CEO - Akihiro Teramachi
Executive Vice President and CIO - Toshihiro Teramachi
Executive Vice President and CFO - Hiroshi Imano
Director and Senior Managing Executive Officer Senior General Manager of Automotive & Transportation Headquarters Nobuyuki Maki
Director and Senior Managing Executive Officer Senior General Manager of Industrial Machinery Headquarters
Representative Director and President of THK INTECHS CO., LTD.
Takashi Teramachi
Director and Managing Executive Officer General Manager of Industrial Machinery Headquarters
Senior General Manager of Sales Division, Industrial Machinery Headquarters
Junji Shimomaki
Director (In charge of Quality Assurance, Risk Management, and Production Engineering) Junichi Sakai
Outside Director - Masaaki Kainosho
Outside Director (Audit and Supervisory Committee Member) Masakatsu Hioki
Outside Director (Audit and Supervisory Committee Member) Tomitoshi Omura
Outside Director (Audit and Supervisory Committee Member) Yoshiki Ueda

Executive Officers (As of March 16, 2019)

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Managing Executive Officer Executive Vice Chairman of THK (CHINA) CO., LTD. Takashi Okubo
Managing Executive Officer Representative Director and President of THK Holdings of America, L.L.C.
Representative Director and President of THK America, Inc.
Masaki Sugita
Managing Executive Officer Special Appointive Officer to President Tetsuya Hayashida
Managing Executive Officer General Manager of Automotive & Transportation Headquarters
Director and Executive Vice Chairman of THK RHYTHM CO., LTD.
Masato Sawada
Managing Executive Officer General Manager of IMT Division, Industrial Machinery Headquarters
Director and Executive Vice Chairman of THK INTECHS CO., LTD.
Takanobu Hoshino
Managing Executive Officer Senior General Manager of Production Division, Industrial Machinery Headquarters Akihiko Kambe
Managing Executive Officer Senior General Manager of Engineering Division, Industrial Machinery Headquarters Kaoru Hoshide
Managing Executive Officer Representative Director and President of THK Europe B.V.
Representative Director and President of THK GmbH
Representative Director and President of THK France S.A.S.
Representative Director and President of THK Manufacturing of Europe S.A.S.
Representative Director and President of THK Manufacturing of Ireland Ltd.
Toshiki Matsuda
Executive Officer President of THK (CHINA) CO., LTD. Naoki Kinoshita
Executive Officer General Manager of Sales Division, Industrial Machinery Headquarters
General Manager of International Sales Division, Sales Division, Industrial Machinery Headquarters
Yukio Yamada
Executive Officer Deputy Senior General Manager of Production Division, Industrial Machinery Headquarters
General Manager of Production Engineering Department, Production Division, Industrial Machinery Headquarters
General Manager of Global Procurement Department, Production Division, Industrial Machinery Headquarters
Takehiro Nakanishi
Executive Officer Deputy General Manager of Corporate Strategy Headquarters Yasutoshi Hoshino
Executive Officer General Manager of Finance & Accounting Department, Corporate Strategy Headquarters Kenji Nakane
Executive Officer Representative Director and President of THK RHYTHM CO., LTD. Akira Furihata
Executive Officer Head of The President’s Office
Head of Corporate Planning Department, Corporate Strategy Headquarters
Masaki Kimura
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