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As a member of the Hitachi Group, the HCM Group shares Hitachi, Ltd.’s “Vision”, the Hitachi Founding Spirit and states our Codes of Conduct in line with them. The HCM Group positions our Codes of Conduct as the basic policies on corporate governance.
The HCM Group has adopted a corporate organizational system based on a structure for company with nominating committee, etc., as defined in the Companies Act, with the aims of ensuring highly fair and transparent management while building an operational system that facilitates the prompt and sound execution of management strategy. We have greatly strengthened our system of corporate governance through this separation of management oversight from business execution. The Board of Directors comprises ten (10) Directors, of which three (3) are Outside Directors (two (2) male and one (1) female). The Representative Executive Officer and Executive Officers, who are authorized to do so by the Board of Directors, have the right to make decisions on business execution and execute work in accordance with the Company’s basic management policies. The Board of Directors decides the responsibilities and duties of the Executive Officers, matters regarding supervision and authority, and the mutual relationships among the Executive Officers. An Executive Committee (convening twice a month, in principle), comprising all the Executive Officers has been established as a consultative organ for the Representative Executive Officer and President in making business decisions. The Executive Committee exercises control regarding important matters related to the management of the company’s operations.
Since one (1) of Hitachi Construction Machinery’s ten (10) Directors also concurrently serves as advisor to Hitachi Ltd., the parent company is able to exert influence on decisions on our management policy through the views expressed by this director at Board meetings. Nevertheless, the other nine (9) directors do not serve concurrently in executive or other positions at Hitachi Ltd. and there are three (3) outside directors who have been reported to the Tokyo Stock Exchange as independent officers. Therefore, we are in a position to be able to make our own management decisions. Also, terms and conditions of transactions with Hitachi Ltd. and its group companies are determined reasonably based on mutual discussions referencing market prices and other factors.
HCM’s Compensation Committee sets the policy for deciding the amount of compensation for the company’s board members and executive officers in accordance with regulations stipulated by the Companies Act applicable to companies with a nominating committee, etc. Compensation standards are established commensurate with the capabilities and responsibilities required and after consideration of remuneration levels at other companies. Compensation to Board members consists of a “monthly fee,” which is the basic compensation for full- or part-time service plus an amount calculated in accordance with the Director’s position and whether occupying the seat or not in each committee, and a “year-end allowance,” which is multiplying the “monthly fee” with a constant coefficient. Provided that, the “year-end allowance” may be reduced depending on operating results of the company. Compensation to Executive Officers consists of a “monthly fee” in accordance with the officer’s position referring standards in general, and “performance-linked compensation,” which is determined in line with the Executive Officer’s performance and results achieved in the officer’s responsible duties. For Board members concurrently serving as Executive Officers, no compensation is paid for services provided as a Director of the Board.
Kazushige Okuhara Outside Director
Haruyuki Toyama Outside Director
Junko Hirakawa Outside Director
Tatsuro Ishizuka Director
Tetsuo Katsurayama Director
Toshikazu Sakurai Director
Koji Sumioka Director
Koji Tanaka Director
Kotaro Hirano Director
Hirotoyo Fujii Director
|Representative Executive Officer, President, Executive Officer and Director||Kotaro Hirano|
|Representative Executive Officer, Executive Vice President, Executive Officer and Director||Koji Sumioka|
|Executive Vice President and Executive Officer||Yasushi Ochiai|
|Senior Vice President, Executive Officer and Director||Tetsuo Katsurayama|
|Senior Vice President and Executive Officer||Michifumi Tabuchi|
|Senior Vice President and Executive Officer||Naoyoshi Yamada|
|Vice President and Executive Officer||Takaharu Ikeda|
|Vice President and Executive Officer||Sonosuke Ishii|
|Vice President and Executive Officer||Seishi Toyoshima|
|Vice President and Executive Officer||Hideshi Fukumoto|
|Executive Officer||Yusuke Kajita|
|Executive Officer||Moriaki Kadoya|
|Executive Officer||Masafumi Senzaki|
|Executive Officer||Kazunori Nakamura|
|Executive Officer||Masaaki Hirose|
|Executive Officer||Hidehiko Matsui|
|Executive Officer||Makoto Yamazawa|
|Executive Officer||David Harvey|
Note: Executive officers are listed in the Japanese syllabic order for each job title.
In January 2016, the Hitachi Group established regulations on tax related matters covering the entire Group. In accordance with these regulations, the HCM Group carries out tax risk management to address the globalization of its operations. Within our securities report, we disclosure corporate tax and other tax obligations for the HCM Group and also disclose information on factors behind variance with the effective statutory tax rate to ensure full tax transparency.
The HCM Group we continue to implement these measures to fulfill its tax obligations with a focus on fairness in all of the regions where we conduct business and comply with the spirit and tax laws applied in those countries and regions.
|Hitachi Construction Machinery Group Rules for Global Tax Management|
※BEPS : Base Erosion and Profit Shifting