Management Policy & Business Plan

Corporate Governance

Since its founding in 1943, Sanden Group has embraced the founding spirit of 'Let us Develop with Wisdom and Prosper in Harmony' as part of its corporate culture. Furthermore, the corporate philosophy established in 2003—comprising 'Universal Values Shared in the International Community' and 'Basic Attitudes Toward Stakeholders'—has been widely embraced throughout the Group. In accordance with this philosophy, we have worked to enhance corporate governance by improving management quality in terms of fairness, transparency, and efficiency.

Our Group has established a vision to become a global leader in automotive compressors and integrated thermal management systems. We are committed to creating new corporate value to realize this vision.

Our company is structured with an Audit & Supervisory Board, as well as a Board of Directors, Audit & Supervisory Board Members, and Accounting Auditors.

Our Board of Directors is comprised of eight members, including three independent directors. This structure ensures management accountability while strengthening supervisory functions and securing objectivity in governance. Our Audit and Supervisory Board consists of four members, two of whom are independent directors. To enhance management oversight, we have established and disclosed 'Independence Criteria for Outside Directors' and designated five outside directors as independent officers, as reported to the Tokyo Stock Exchange.

Our company has established a Nomination and Compensation Committee to advise and make recommendations to the Board of Directors upon its request, ensuring transparency in the decision-making process and objectivity in the content when appointing directors and determining their compensation. This committee consists of five members, including three independent directors: Mr. Zhao Fuquan (Chair), Mr. Ju Dongying, Mr. Wang Zhenpo, Chairperson Ms. Gao Yuling, and President Mr. Zhu Dan. Directors serve one-year terms to maintain transparency and enable swift responses to environmental changes. We have also implemented an executive officer system to enhance operational execution and improve management efficiency. A Special Committee has been established to ensure fairness and avoid conflicts of interest in transactions with controlling shareholders. Furthermore, we have launched a Sustainability Committee to oversee activities in four areas: Safety & Health, Environment, Labor & Human Rights, and Society & Ethics. Important compliance and risk management issues in the social and ethical domain are discussed in management meetings and board meetings. We have also established internal and external whistleblower hotlines to strengthen our compliance and risk management systems.

We believe that our current structure is well-suited to our business model, history, and corporate culture, and is capable of effectively implementing corporate governance.

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