Approach and Governance System

To drive sustainable growth and enhance corporate value over the medium and long terms, the Group is committed to establishing an organization and systems that enable fast, efficient responses to a changing business environment. At the same time, our basic policy on corporate governance is to make every effort to thoroughly implement and strengthen compliance and improve the soundness and transparency of management.


Based on this philosophy, GS Yuasa Corporation, a pure holding company, is responsible for formulating management strategies for all of the Group’s businesses, as well as management for the entire Group and oversight of the Group’s business execution. GS Yuasa International Ltd., the Group’s core operating subsidiary, is the key decision-making body for business execution, consolidating and strengthening business execution and enhancing dynamisms in the execution of business.

In this manner, functions are divided between GS Yuasa Corporation and GS Yuasa International to enhance and reinforce management structures while establishing governance structures that can increase the transparency and efficiency of management.

Governance Structure (FY2023)

Efforts to strengthen corporate governance

Compliance with the Corporate Governance Code

The Company implements all the principles established in the Corporate Governance Code.

Board of Auditors and Corporate Auditors

As an institutional design of corporate governance, we have adopted the "Company with a Board of Corporate Auditors" system.


The Board of Corporate Auditors consists of four corporate auditors, including two outside corporate auditors who are independent of management, and is chaired by a full-time corporate auditor. The Board of Corporate Auditors meets monthly in principle to monitor the appropriateness of the decision-making process of directors and the status of management execution. Corporate auditors attend important meetings (Board of Directors meetings, Group Risk Management Committee meetings, etc.) to provide opinions and recommendations, and appropriately fulfill their monitoring function to realize sound management through audits based on audit policies, allocation of duties, etc. They also receive reports from the accounting auditors on the audit system and audit plans, the status of audit implementation, and the content of audits. They confirm audit methods, audit status, etc. by accompanying or remotely monitoring the accounting auditors on their visits to group companies. In addition, the corporate auditors receive explanations of audit plans and reports on audit results from the internal audit department. In addition, corporate auditors regularly exchange opinions with the president and outside directors. The corporate auditors work closely and regularly with the accounting auditors and the internal audit division to improve the effectiveness and efficiency of audits of the directors' performance of their duties.

Major Items Discussed by the Board of Corporate Auditors

  • Establishment of audit policy and audit plan
  • Preparation of audit report
  • Reasonableness of the accounting audit
  • Evaluation of accounting auditors and agreement on remuneration
  • Status of establishment and operation of internal control system
  • Audit of the contents of general meeting of shareholders proposals
  • Consent to the nomination of candidates for corporate auditor

Major Sources of Information in Audits by Corporate Auditors

  • Hearing from directors and employees on the status of execution of their duties
  • Inspection of important documents, such as important approval documents and resolution documents
  • Investigating the status of assets
  • Reports from directors and employees at important meetings on the status of business operations and risk management

Establishment of Nomination and Compensation Committee

On February 26, 2019, the Board of Directors voted to establish a discretionary Nomination and Compensation Committee, chaired by an independent outside director, and serving as an advisory body to the Board of Directors. The goal of the committee will be to strengthen the independence, objectivity and accountability of Board of Director functions such as director nominations and compensation. Nomination committee functions include consulting on proposals for nominating new directors and for selecting a new corporate president and plans for successors (including human resource development), in addition to reporting findings to the Board of Directors. Meanwhile, the compensation committee will consult on policy determinations for director compensation as well as for individual director remuneration, and reporting findings to the Board of Directors.
In fiscal 2022 there were 8 Nomination and Compensation Committee Meetings.

Information of Executives and Board of Directors


(As of June 29,2023)

Skills matrix of directors and auditors

Reasons for Appointing Internal Directors

To enable the Board of Directors to effectively fulfill its duties as the Board of Directors of the holding company, we select, in a well-balanced manner, persons with knowledge, experience, skills, and so on relating to the business of our Group as a whole and persons who can make statements and act from an objective standpoint and a long-term, wide-ranging perspective. In addition, we strive to achieve a size and composition that can reflect diverse opinions, including gender and international viewpoints. In the selection of candidate directors, the Board of Directors asks the Nomination and Compensation Committee for advice and makes a final decision in the light of its report.

Evaluating the effectiveness of the Board of Directors

Once each year, the Company evaluates the effectiveness of its Board of Directors under the leadership of the outside directors and the president with the objectives of confirming whether the current situation is consistent with the ideal status of the Board and the roles it should fulfill, identifying areas for improvement, and further improving operation of the Board.

The Board then investigates and carries our improvement measures to address the issues that were identified through the evaluation. The Company will continue to evaluate the effectiveness of the Board and strive to make further improvements in the future.


<Evaluation Method>
Each director and corporate auditor completes a questionnaire, and based on the responses obtained, individual interviews are conducted. The details of the responses are analyzed and evaluated, and based on the results, the Board of Directors deliberates on improvement measures.


<Evaluation Items>
●Composition of the Board of Directors  ●Agenda of the Board of Directors  ●Management of the Board of Directors  ●Duties of the Board of Directors

Evaluating the effectiveness of the Board of Directors

Information of Outside Directors

Reasons for nomination of, status of main activities of, and record of attendance by outside directors at Board of Directors and Auditor Meetings(FY2022)

Policy on the Independence of Outside Directors

Candidates selected as outside directors must meet the requirements for independence set out in the Companies Act and possess the experience and insight to objectively and fairly judge the legality and appropriateness of the execution of the company's duties from the shareholders' perspective without being limited by being in charge of business implementation. Also, we believe in the importance of employing people who are outwardly independent and use the Tokyo Stock Exchange's independence standards as their reference.

Independent outside director independence standards and qualities

In selecting outside director candidates, in addition to their meeting the requirements for externality as stipulated in the Companies Act, the Company strives to determine whether they have the experience and insight to make objective and neutral judgments about the legality and appropriateness of the execution of the Company's business from the standpoint of shareholders, without being subject to restrictions imposed by the executive management.


Further, the Company believes that it is desirable to have human resources who are considered independent from the perspective of those outside the Company also, and for this reason, the Company uses the independence standards, etc. set forth by the Tokyo Stock Exchange, as a reference.


Remuneration of Directors

Basic Policy

To continuously enhance our corporate value and strengthen our corporate competitiveness, the remuneration of directors is ranked and structured in consideration of such factors as securing and retaining talented human resources and increasing their motivation to achieve better business performance.

Determination process and composition of remuneration

At a meeting held on February 25, 2021, the Board of Directors approved a policy on determining the details of remuneration including the remuneration of individual directors. In deciding this policy, the Board referred the matter to the Nomination and Compensation Committee and received a report. The Board also confirmed that the method of determining the remuneration for each director for the current fiscal year and the specifics are consistent with the decision-making policy approved by the Board and that the report from the Nomination and Compensation Committee was complied with and is in line with the decision-making policy. The Board of Directors determines the specific amounts to be paid within the limit of compensation approved by the Shareholders’ Meeting and delegates decisions to the president based on the report of the Nomination and Compensation Committee.


A director’s remuneration consists of a fixed basic remuneration, a performance-linked annual bonus as a short-term incentive, and a performance-linked stock remuneration scheme as a medium- to long-term incentive. The basic remuneration (cash remuneration) is decided in consideration of such factors as various assessments and levels in listed companies with about the same business scale as the Company. The annual bonus, a short-term performance-linked remuneration, is paid to directors (excluding outside directors) after approval by the Shareholders’ Meeting with the aim of increasing awareness of the need to contribute to sustained business growth and enhanced corporate value. The stock remuneration scheme is aimed at increasing the awareness of directors of the need to contribute to medium- to long-term business growth and enhanced corporate value. In principle, company shares are issued at the time of a director’s retirement through a trust set up by the Company.


Corporate auditor remuneration is determined by discussion among the corporate auditors within the range of the amount approved by resolution at the first annual Shareholders’ Meeting, which was held on June 29, 2005. In view of their role and independence, auditors receive only the fixed basic remuneration.

Total Amount of Remuneration, Etc. by Category and by Type, and Number of Applicable Persons

*The above figures are the total amount of remuneration, etc. paid to directors by GS Yuasa Corporation and our subsidiaries.

Composition of GS Yuasa Corporation's director remuneration

*The figure is hypothetical with percentages calculated based on results for fiscal 2022 and may change due to variations in consolidated performance and other factors.

Evaluation items regarding officer remuneration for directors

Forfeiture or Return of Remuneration, etc.

In the event of serious misconduct or violation by a director, etc., the Company may, after consultation with the Nomination and Compensation Committee and by resolution of the Board of Directors, demand that the director, etc. in question forfeit or return their compensation.


Policy on cross-shareholdings

Cross-shareholding is the possession of shares of other companies for purposes other than pure investment. Possession of the shares of business partners and others can be expected to help maintain medium- to long-term relations, expand business, and promote synergy. Accordingly, every year the Board of Directors examines the rationale behind the holdings of specific shares. If it is decided that there is no rationale for holding them, efforts are made to reduce them.
In fiscal 2022, the Company sold a portion of its cross-shareholdings in accordance with these policies. Each year, the Board of Directors examines the rationale for holding each issue, primarily from the following perspectives to confirm the reasonableness of maintaining holdings.


Qualitative Information ・Whether there is a trading relationship
・Possibility of trading or alliance in the future
・Risks if the shares are disposed of
・Significance of the holding other than trading
Quantitative Information ・Most recent trading volume and profit amount

・Amount of dividends received annually, profit / loss on share valuation

Criteria for ensuring the proper exercise of voting rights in relation to cross-shareholdings

The Company exercises its voting rights in relation to cross-shareholdings after comprehensively evaluating the rationality of the proposals of investee companies from the perspective of improving corporate value over the medium to long term.


Risk Management

About our Group’s Risk Management, please refer to the following URL.

Internal Control System

To strengthen the management foundation, the GS Yuasa Group has improved the system and relevant rules to ensure the maintenance of ethical business practices based on the Companies Act. This system includes mechanisms to ensure effective auditing, information management, and risk management throughout the Group.


To comply with the internal control reporting system required under the Financial Instruments and Exchange Act, we are maintaining an internal control system and financial reporting mechanisms to meet all requirements.


Our international subsidiaries and other consolidated Group companies evaluate the status of the improvement and implementation of internal controls. Following external audits, reports on these internal controls are publicly disclosed.

Internal audits

In order to protect the corporate assets of the Group and promote management efficiency, the department in charge of auditing-related tasks conducts internal audits on a regular basis.


Internal audits are conducted to verify and evaluate the legality, suitability, and appropriateness of the Group's organization, systems, and business activities in relation to relevant laws and regulations, company rules, and corporate ethics standards, etc. Based on the results of verification and evaluation, the Company provides guidance for improvement and offers advice and proposals for rationalization, thereby ensuring thorough legal compliance and improving business activities. The results of internal audits are promptly reported to the president of the directors and relevant personnel (directors in charge, departments in charge, etc.), and information is shared with corporate auditors for the exchange of opinions in order to realize highly effective audits in cooperation with corporate auditors.

Scope of Internal Audit





Auditing the legality, appropriateness, and efficiency of the Group's business activities in accordance with relevant laws and regulations, management policies, ethical standards, and company rules



Examine vouchers and other documents related to accounting and audit the legality and appropriateness of accounting records prepared based on such documents



Audits of matters specifically ordered by the president of the directors, other than operational and accounting audits

BCP Initiatives

Natural disasters, plant fires, and supply chain disruptions have occurred in recent years, and responding to risk has become critical as an aspect of corporate social responsibility. Accordingly, to promote BCP responses, in fiscal 2021 the Group launched a BCP project led by the Environmental
Management, Occupational Health & Safety Division and including personnel from other divisions. In fiscal 2022, we prepared BCP formats for each business and distributed formats to affiliated companies. In the future, we plan to conduct full-scale operation of the Emergency Response Headquarters and a safety confirmation system, implement internal education and training to promote BCP, and make preparations for operation of BCP systems throughout the entire Group.

BCP project activity roadmap (conceptual)

*1 GS Yuasa International Ltd. / Blue Energy Co., Ltd. / Lithium Energy Japan / and GS Yuasa Technology Ltd.
*2 GS Yuasa Ibaraki Co., Ltd. / GS Yuasa Iwaki Co., Ltd. / GS Yuasa Chemical Co., Ltd. / GS Yuasa Moldings Co., Ltd. / GS Yuasa Energy Co., Ltd. / GS Yuasa Azumino Co., Ltd.

Diagram of Emergency Response Headquarters systems in the event of an emergency