Governance

Astemo has established the “Astemo Corporate Governance Basic Policies” pursuant to a resolution of the Board of Directors to indicate the Company’s basic approach to, and framework and operating guidelines for, corporate governance. In doing so, the Company aims to contribute to sustainable growth and enhancement of the long-term corporate value of the Company.

Astemo Corporate Governance Basic Policies

Of the eight total number of directors, three are also Audit and Supervisory Committee members (all of whom are outside directors), and five are not part of the Audit and Supervisory Committee members. Of the five directors who are not members of the Audit and Supervisory Committee, three are directors who also perform business execution duties, while two are non-executive directors (one of whom is an outside director). There are a total of four outside directors.
There are two representative directors, who are selected by the Board of Directors.
The Board of Directors has established a Nomination and Compensation Meeting as a voluntary advisory body. The Nomination and Compensation Meeting deliberates on the selection of officers and their remuneration, etc., based on the management guidelines determined in advance by a decision of the Board of Directors, and makes recommendations to the Board of Directors.

The Audit and Supervisory Committee was formed in October 2023. In FY2023, meetings of the committee were held on the same day as or close to the Board of Directors meetings, and in addition to matters stipulated in laws and regulations, the Articles of Incorporation, or the Audit and Supervisory Committee Regulations, etc., the committee verified and extracted risks through prior deliberation of important proposals to be submitted to the Board of Directors. In addition, round-table discussions were held to discuss the results of deliberations at management meetings and other important meetings, as well as important matters of execution. In addition, to assist the Audit and Supervisory Committee in performing its duties, dedicated Audit and Supervisory Committee support staff are located in the Board of Directors' room.

Governance at the Board of Directors Level

Astemo’s Board of Directors decides on the development of frameworks to ensure the appropriateness of operations. Among these resolutions, the following resolution was adopted as a “framework to ensure the efficient execution of duties by directors.”

• To ensure the efficient execution of duties, directors clearly separate management supervision functions from business execution functions and promote the efficiency of the execution of duties.

• The Executive Committee shall be organized and deliberate on important matters affecting Hitachi Astemo and its group companies as a whole, in order to make careful decisions based on multifaceted considerations.

• To operate our business systematically and efficiently based on our management policy, we have formulated a medium-term management plan and annual budget, and manage business performance based on these plans.

• We have established an Investment and Financing Strategy Committee to improve asset efficiency by allocating investments appropriately and ensuring the profitability of individual projects.

To promote compliance, Astemo has established the "Compliance Committee"—chaired by the President & CEO and vice-chaired by the CCO (Chief Compliance Officer)—and promotes comprehensive compliance activities of the Astemo Group led by this committee.

Each region operation division has a regional compliance officer who is responsible for overseeing compliance activities in the region, and through communication with the person in charge, we share basic policies and information on compliance with each region.

In addition, each group company in the region has a compliance manager who is responsible for overseeing compliance activities at each company and promoting compliance activities through education and information sharing at each company.

Regarding the status of compliance measures, we not only clarify issues in promoting compliance measures through individual dialogue with regional compliance officers and group companies, but also conduct regular audits in the compliance field for all group companies to confirm their appropriateness. If, as a result of the audit, any items that require improvement are found, corrective measures are taken promptly.

Based on the recognition that it is essential to anticipate future risks and respond quickly in order to survive as a business entity in times of volatility, uncertainty, complexity, and ambiguity (VUCA), Hitachi Astemo is working to strengthen company-wide risk management and strives to increase corporate value.

As part of these efforts, we are introducing integrated and comprehensive enterprise risk management (ERM).

We manage company-wide risks by identifying top Through the Risk Management Officers (RMO), who are the heads of Business Divisions, Business Units, Functional Divisions, and Region Operation Divisions, and the Risk Managers (RM) who support the RMOs in their work, we identify the top risks for each department. Based on the identified risks, we then identify the top corporate-level risks, which the relevant executives then take ownership and implement countermeasures—thereby managing company-wide risks.

The basic policy of Hitachi Astemo is to take measures to prevent risks that can be assumed in business activities, minimize damage to employees and the company in the event of risks, and to continue business.

In preparation for the occurrence of risks, dedicated persons in charge are working to improve the crisis response capabilities and readiness of the entire organization through practical rules, a global human network, and education and training.

In addition, in the event of a crisis that has a significant impact and cannot be resolved without company-wide efforts, a global crisis response headquarters will be established with the participation of all functions and related Business Divisions, Business Units, and Region Operation Divisions. It will strive to minimize damage and achieve a quick recovery through flexible response.

Utilizing its experience in responding to past crises, including major earthquakes in Japan and global pandemics, Hitachi Astemo is further improving its crisis management and crisis response capabilities.

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  BCM：Business Continuity Management

To minimize the risk of information leakage and suspension of operations due to cyberattacks, etc., which may hinder the continuation of the business itself, Astemo has positioned information security governance as one of the important management issues. In addition, as a global company, we recognize cybersecurity risks as one of the management risks. We have established an information security policy that is consistent with the company's management policy, taking cybersecurity risk management into account, so that we can declare the response policy of the entire organization both inside and outside the company.

Information Security Management Regulations” based on ISO/IEC 27001, an international standard. In addition, we are working to comply with the U.S. government standard SP800-171 and strengthen information security management. These regulations are globally deployed from the headquarters of Astemo and each group company.
In recent years, we have also been promoting the acquisition of TISAX (Trusted Information Security Assessment Exchange) certification, which is an information security assessment standard widely adopted by the German automobile industry.
Astemo communicates its policy and various measures regarding information security and personal information protection decided by the "Product and Information Security Committee" to each business site and group company through the Information “Security Promotion Committee,” etc., and the information security manager thoroughly implements them in the workplace.