Corporate Governance

Basic approach

Through constant innovation of chemical technology, the Hodogaya Chemical Group aims to provide high-quality products and services throughout the world that meet and satisfy customer expectations and contribute to the creation of an environmentally conscious society. To realize this Management Philosophy, the Group works to enhance management efficiency, while giving consideration to value creation for a broad range of stakeholders, including shareholders and investors, customers, business partners, local communities, and all officers and personnel. The Group also seeks to contribute to the development of economies and industries in Japan and overseas and to the prosperity of society. It regards ensuring and enhancing the soundness, legality, and efficiency of management as one of its highest priorities and works to strengthen corporate governance.

Link to the Corporate Governance Report (In Japanese only)

List of Corporate Governance Systems*1

Organizational Design Company with an Audit & Supervisory Committee
Chairperson of the Board of Directors*2 President
Number of Directors 7
 Number of Outside Directors
3 (42.9%)
 Number of female Directors
1
 Number of Directors who are Audit & Supervisory Committee Members
4
Chairperson of the Audit & Supervisory Committee Internal Directors
Number of Audit & Supervisory Committee Members 4
 Number of Outside Directors
3
Voluntary Committee Nominating and Compensation Committee
Chairperson of the Nominating and Compensation Committee Outside Director
Number of Nominating and Compensation Committee Member 5
 Number of Outside Directors
3
Directors’ Term of Office 1 year (2 years for Directors who are Audit & Supervisory Committee Members)
Adoption of an executive officer system Adopted
Introduction of a performance‑linked compensation system Compensation linked to short‑term performance and compensation linked to medium- to long‑term performance
Financial Auditor Ernst & Young ShinNihon LLC

*1 As of July 1, 2026

*2 To increase the speed and agility of corporate management, the Board of Directors entrusts the decision‑making on business operations to the Representative Director and President, excluding matters statutorily prescribed to be exclusively deliberated by the Board of Directors.

Initiatives to strengthen corporate governance

June 2003 Introduction of executive officer system
March 2004 Abolishment of directors’ retirement benefits program
May 2006 Formulation of Basic Policy on Internal Control
November 2006 Establishment of Internal Control Department
June 2013 Start of appointment of Outside Directors
June 2015 Transition to a Company with an Audit & Supervisory Committee
July 2016 Introduction of stock‑based compensation plan
January 2018 Shift into new management structure
June 2019 Establishment of a Nominating and Compensation Committee
March 2021 Respond to the revised Companies Act
May 2021 Release the Board of Directors skills matrix
May 2023 Review of the Board of Directors skills matrix
June 2023 Election of female outside director
June 2024 Election of female executive officer
June 2025 Change of Financial Auditor