Notice of the 57th Ordinary General Shareholders Meeting

Notice of the 57th Ordinary General Shareholders Meeting
[Translation 2015]
[Please note that the followings including Independent Auditor’s Reports and Report of the Board of Company Auditors are English translation
of the original Japanese version, prepared only for the convenience of shareholders residing outside Japan with certain reference information
excerpted from the Company’s financial report for the fiscal year ended March 31, 2015. In the case of any discrepancy between the translation
and the Japanese original, the latter shall prevail. Please be advised that certain expressions in the original document for domestic voting
procedures that are not applicable to the aforesaid shareholders are omitted or modified to avoid confusion. Please also be advised that this
material will not facilitate your status as a registered shareholder. In order to be authorized to physically attend the ordinary general
shareholders meeting, presentation of the original Voting Form in Japanese to the receptionist at the place of the meeting is required.]
(Securities Code: 6963)
May 28, 2015
To Our Shareholders:
21, Saiin Mizosaki-cho,
Ukyo-ku, Kyoto, Japan
Satoshi Sawamura
President
NOTICE OF THE 57TH ORDINARY GENERAL SHAREHOLDERS MEETING
Dear Shareholders,
You are cordially invited to attend the 57th Ordinary General Shareholders Meeting of ROHM CO., LTD. (“the
Company”). If you are unable to attend the meeting, please kindly take the necessary procedure to exercise
your voting rights in connection with the following matters to be resolved. Such matters can be reviewed in the
attached “REFERENCE MATERIALS FOR THE EXERCISE OF VOTING RIGHTS” on page 39. Your vote
must be received by the Company no later than Thursday June 25, 2015, 5:15 p.m. (JST).
NOTICE OF MEETING
1. Date and Time:
Friday, June 26, 2015, 10:00 a.m.
2. Place:
Hyatt Regency Kyoto 1F The Ball Room
644-2 Sanjusangendo-mawari, Higashiyama-ku, Kyoto, Japan
3. Objectives of the Meeting:
Reporting:
1.
Business Report, Consolidated and Nonconsolidated Financial Statements, for the 57th Fiscal
Year (from April 1, 2014 to March 31, 2015)
2.
Audit Reports on Consolidated Financial Statements from the Independent Auditors and the
Board of Company Auditors for the 57th Fiscal Year (from April 1, 2014 to March 31, 2015)
Resolutions:
Proposal 1:
Appropriation of Dividends of Surplus for the 57th Fiscal Year
Proposal 2:
Election of ten (10) Directors
-1-
[Translation 2015]
How to Exercise Your Voting Rights
1. How to Exercise Your Voting Rights via the Internet
If you exercise your voting rights via the Internet, please follow the instructions below. If you are going to
attend the meeting, you are not required to complete procedures to exercise your voting rights by mail (by
means of the Voting Rights Exercise Form) or online.
(1) Exercise Your Voting Rights via the Internet
1) You are able to exercise your voting rights via the Internet by accessing the designated voting website
(http://www.evote.jp/). (Operation is adjourned from 2:00 a.m. to 5:00 a.m. everyday). You may be
unable to access the voting website depending on the internet connection conditions.
2) Enter your login ID and temporary password, both of which can be found on your ballot sheet. Proceed
with the instructions that appear on the display and select whether you are voting in the affirmative, or
the negative for each proposals.
3) If you exercise your voting rights both by mail and via the Internet, only those exercised via the Internet
will be valid, and if you exercise your voting rights multiple times via the Internet, the last time that you
exercise your voting rights shall be deemed valid.
4) The expenses incurred by accessing to the voting website (internet access fees, communications
charges, etc.) shall be borne by shareholders.
5) Voting from the website can be accepted until 5:15 p.m. (JST), Thursday, June 25, 2015. However,
exercising your voting rights at an earlier date is recommended. In the event of any problems with
voting from the website, please contact the Help Desk below.
(2) Handling of Password
1) You will be informed of your login ID and temporary password each time a shareholders meeting is
called.
2) The password is very important to prove your legitimacy as a shareholder of the Company, so please
ensure that you do not disclose them to other people.
Please note that the Company cannot answer any inquiries regarding your password by phone, etc.
2. Exercising Your Voting Rights by Designating a Shareholder Who Will Attend the General
Shareholders Meeting as Your Attorney
You can exercise your voting rights by designating a shareholder who has voting rights and will attend the
General Shareholders Meeting as your delegate. In such a case, a Power of Attorney will need to be
submitted.
For the e-voting system, please contact:
Help Desk, Securities Business Division
Mitsubishi UFJ Trust and Banking Corporation
Telephone:
0120-173-027
Working hours: 9:00 a.m. to 9:00 p.m. (JST)
-2-
[Translation 2015]
Business Report
For the period from April 1, 2014 to March 31, 2015
1. Present Status of ROHM Group
(1) Business Progress and Results
Overall Review of Results of Operations
The world economy was bullish as a whole in the fiscal year ended March 31, 2015, despite the
concerns over falling oil prices, economic stagnation in Europe and other potentially destabilizing
events. Much of that owed to the continued economic expansion in the US, gradual improvement in
the Japanese economy, and high growth rates maintained in China and other emerging economies.
By individual regions, the US economy stayed on a recovery path as the employment situation and
personal consumption continued to improve with the support of steady industrial production and a
better housing market. While in Europe, slow growth in Germany in the first half of the year added to
the drawn-out recession in Southern Europe, but the German economy rallied in the second half of
the year and economic recovery continued in the UK. In Asia, the regional economy was steady as a
whole despite slower growth in China due to a slump in their housing market, as recovery trends
were seen in both Taiwan and India. In Japan, the consumption tax hike and bad weather adversely
impacted personal consumption in the first half of the year, but a gradual recovery trajectory fueled
by an improved jobs situation and corporate earnings underscored the economy as a whole.
In the electronics industry, the automotive sector was solid owing to strong sales in the US and
Europe and increased adoption of in-vehicle electronics, while the industrial equipment and
smartphone sectors held their ground. The PC sector grew steadily in the first half of the year in and
around tablet applications, but went into a corrective phase in the latter half of the year.
Amid this business climate, the ROHM Group bolstered its product lineups for the automotive and
industrial equipment markets, where growth is anticipated for the mid- to long-term, and developed
new products in each category with a view to increase future earnings through 4 ‘growth engines’: 1)
IC synergy (with LAPIS Semiconductor Co., Ltd.), 2) SiC-based power devices and module products,
3) optical devices, and 4) sensor-related products. The ROHM Group also continued efforts from the
last fiscal year to build up its sales operations in overseas markets and strengthen its lineups of
existing products.
More specifically, the ROHM Group continued to expand its lineups of low power ICs for automotive
microcontrollers and high voltage Zener diodes for the automotive sector. For smartphones and
tablets, the ROHM Group developed and improved the RASMID® series (*1) of ultra-miniature
components, which include the world’s smallest transistors, along with its lineups of compact,
high-performance sensors and power ICs. The Group also worked to enhance its production system
for power management ICs for Intel® AtomTM Processors, which are experiencing increased
demand in tablets, and promoted development in ICs for the next generation of tablets.
For the industrial equipment market and the IoT (*2) market where future growth is expected, the
ROHM Group developed a system development kit for EnOcean (*3), HD-PLC Inside (*4) compliant
baseband ICs for power line communications, Wi-SUN (*5) communication modules, and wireless
communication ICs compatible with Bluetooth Smart (*6).
On the management side, the ROHM Group reinforced its customer support system by opening a
design center in India and a development center for sensor-related software in Finland. With
regards to production systems, the ROHM Group took steps to strengthen operations in preparation
for future market expansion, by introducing RPS (*7) activities aimed at shortening lead time and
incorporating high quality into products at group factories, increasing front-end (wafer) production
capacity at ROHM’s Headquarters, ROHM Hamamatsu Co., Ltd. and LAPIS Semiconductor Miyagi
Co., Ltd., and going forward with plans to build new plants for back-end manufacturing operations in
Thailand and Malaysia.
As a result, consolidated net sales for the fiscal year ended March 31, 2015 were 362,772 million
yen (an increase of 9.6% from the fiscal year ended March 31, 2014) and operating income was
38,800 million yen (an increase of 64.2% from the fiscal year ended March 31, 2014).
After foreign currency exchange gains, ordinary income was 59,218 million yen (an increase of
64.9% from the fiscal year ended March 31, 2014) and net income for the fiscal year ended March
31, 2015 was 45,296 million yen (an increase of 41.1% from the fiscal year ended March 31, 2014).
-3-
[Translation 2015]
®
*1. RASMID (ROHM Advanced Smart Micro Device) Series
The smallest lineup of components in the world, developed utilizing breakthrough manufacturing methods for
unprecedented miniaturization and ultra-high dimensional precision (±10 μm). Product examples include 03015
(0.3 mm x 0.15 mm) size chip resistors and 0402 (0.4 mm x 0.2 mm) size diodes.
*2. IoT (Internet of Things)
A technique to connect various products (things) other than IT products such as personal computer over the
internet. IoT is expected to greatly fuel growth in the sensor and communication IC markets in the fields of home
appliances, medical and healthcare equipment, infrastructure, industrial equipment, and more.
*3. EnOcean
A next-generation wireless communication standard that utilizes energy harvesting technology to transmit
information using minimal power. In addition to wireless transmission capability, no power source or
maintenance is required, making it ideal for HEMS and BEMS. The ROHM Group is a promoter and key member
of the EnOcean Alliance, an organization for promoting the wireless standard, where ROHM will focus on
technology development and product sales.
*4. HD-PLC Inside
A standard for building high-speed communication networks using existing power lines. It is expected to spread
to home LANs, etc.
*5. Wi-SUN (Wireless Smart Utility Network)
An international wireless communication standard that uses subgigahertz radio frequencies of about 900 MHz. It
enables communications over a maximum length of 500 m. It is viewed as the best standard for building smart
communities where information is collected from smart meters, etc.
*6. Bluetooth Smart
Bluetooth is a near-field digital wireless telecommunication standard for exchanging information (including
textual and voice data) between devices at a distance of several to tens of meters using the 2.4 GHz frequency
band. It has been adopted in a number of products, such as keyboards and mice for PCs (mainly notebook PCs),
mobile phones, PHSs, and smartphones. Bluetooth Smart is a brand name that indicates compatibility with
®
Bluetooth Low Energy, a low energy protocol of the Bluetooth standard.
*7. RPS (Rohm Production System)
A production system centered on improvement activities for integrating higher quality into products, shortening
lead time and thoroughly eliminating waste in inventory and other operations at all Group plants. ROHM believes
that establishing production systems of unparalleled efficiency and quality is essential for strengthening the
Group’s earning structure.
Overview of performance in each segment
<ICs>
Consolidated net sales for the fiscal year ended March 31, 2015 were 169,916 million yen (an
increase of 10.2% from the fiscal year ended March 31, 2014) and segment income was 22,286
million yen (an increase of 141.8% from the fiscal year ended March 31, 2014).
In the automotive sector, sales of general-purpose power ICs, LED driver ICs, LCD driver ICs, and
power ICs for car audio systems grew as a result of increased adoption of in-vehicle electronics,
while sales of power ICs in the industrial equipment field increased as well.
In the IT-related market, sales of power ICs for tablets grew significantly, along with sales of camera
module lens driver ICs, brightness sensors and Hall sensors for smartphones.
In the digital AV equipment field, sales of power ICs for cameras were stagnant due to the continuing
slump in the digital camera market, but system ICs for audio remained strong. In the TV market,
sales of power ICs, timing controller ICs and other products to Korea and China increased.
In the game console market, sales of power ICs and other products held steady owing to greater
demand from some customers.
Similarly, sales of general-purpose power ICs and EEPROMs (*8) increased.
LAPIS Semiconductor Co., Ltd. posted lower sales of memory ICs for a certain game console
market. However, increased use of DRAM products and low power microcontrollers was seen in the
automotive and industrial equipment markets, along with wireless communication ICs for smart
meters.
*8. EEPROM (Electrically Erasable Programmable Read-Only Memory)
A type of non-volatile memory best suited for storing data.
-4-
[Translation 2015]
<Discrete semiconductor devices>
Consolidated net sales for the fiscal year ended March 31, 2015 were 129,047 million yen (an
increase of 9.6% from the fiscal year ended March 31, 2014) and segment income was 15,909
million yen (an increase of 12.9% from the fiscal year ended March 31, 2014).
Sales of power MOSFETs and small-signal MOSFETs (*9) for automotive, industrial equipment and
smartphone applications were strong, while growth was seen with small-signal diodes for
smartphones and tablets and power diodes for the automotive market.
Regarding power devices, sales of SiC devices and modules for air conditioners and solar power
equipment increased, while sales in the automotive-related sector grew due to increased use by
vehicle manufacturers. IGBTs (*10) that were launched just on this fiscal year ended March 31, 2015
also saw greater adoption in the automotive industry.
As for LEDs, sales in the car audio market remained steady, but overall results were down as sales
to the gaming and entertainment markets declined in the second half of the year. In the laser diode
category, sales for the printer market trended upward.
*9. MOSFET
Short for Metal Oxide Semiconductor Field Effect Transistor. This type of transistor enables faster switching with
less power consumption than bipolar transistors, and is widely used in a variety of electronic products.
*10. IGBT
Short for Insulated Gate Bipolar Transistor, a semiconductor that combines the best features of a MOSFET and
bipolar transistor, making it ideal for power control applications.
<Modules>>
Consolidated net sales for the fiscal year ended March 31, 2015 were 36,083 million yen (an
increase of 14.0% from the fiscal year ended March 31, 2014) and segment income was 2,086
million yen (an increase of 44.6% from the fiscal year ended March 31, 2014).
Favorable sales results of printheads were posted for image sensors to the Chinese market as well
as mobile payment terminals.
In the optical module segment, sales of IrDA (*11) communication modules for gaming consoles and
other devices were sluggish, but sales of miniature sensor modules for smartphones increased
significantly.
Sales of power modules for the camera market were down.
*11. IrDA
Short for Infrared Data Association, the organization responsible for establishing technical standards for
near-field data communications using infrared light.
<Others>
Consolidated net sales for the fiscal year ended March 31, 2015 were 27,725 million yen (an
increase of 0.8% from the fiscal year ended March 31, 2014) and segment loss was 900 million yen
(segment loss of 796 million yen for the fiscal year ended March 31, 2014).
Sales of resistors for smartphones and automotive applications increased, while sales of tantalum
capacitors were firm and driven by ultra-small models for smartphones and tablets.
Regarding our LED lighting products, the ROHM Group continued to shift from B-to-C to B-to-B
operations where we can best utilize our sensor networking technologies and other strengths as a
semiconductor manufacturer.
The net sales mentioned above are sales to external customers.
-5-
[Translation 2015]
(2) Capital Expenditures
In this period, the Group invested 48,739 million yen in total in facilities to pursue the improvement and
expansion of the development and manufacturing system as well as drastic streamlining. A breakdown of
investment by segment is as follows:
ICs
24,031
15,784
4,362
2,188
2,373
Discrete Semiconductor Devices
Modules
Others
Sales and Administrative Expenses Division
million yen
million yen
million yen
million yen
million yen
(3) Financing
The capital expenditures and others during this period were funded through internal funding. No
financing through stock issuance, bond issuance and borrowing was carried out.
(4) Priority Issues
Though there are concerns about slower growth in China and elsewhere, there are also bright signs
in the world economy such as improved personal consumption and jobs in the USA.
The electronics industry is expected to see continued growth over the mid- to long-term because of
expansion in the digital home appliance and IoT markets and increased use of electronics in
automobiles, but this will also bring greater competition when it comes to pricing and technologies.
This will likely augment the pressure to supply internationally competitive products, which means
that new products and technologies will have to be developed for global markets and costs will have
to be reduced across the board.
Understanding the circumstances, the ROHM Group will direct efforts at developing high
value-added products that anticipate industry needs in a wide range of markets, including
automotive electronics, information and communications, and mobile devices.
Moreover, in order to serve expanding overseas markets, the ROHM Group will continue to
strengthen our development and sales structures around the world.
In addition, we will continue to strengthen CSR activities as a contribution to the realization of a
sustainable society, and our risk management system in order to maintain business intact in the face
of potential and actual risks.
-6-
[Translation 2015]
(5) Operating Results and Financial Position of the ROHM Group
Item
Net Sales
Ordinary Income
Net Income (Loss)
Net Income (Loss) per Share (yen)
Total Assets
Equity
Mar-2012
Mar-2013
304,652
7,286
△16,106
△149.40
737,326
634,280
292,410
11,786
△52,464
△486.63
699,014
613,647
(Millions of yen otherwise noted)
Mar-2014
331,087
35,915
32,091
297.65
754,407
663,387
(Current period)
Mar-2015
362,772
59,218
45,296
420.15
864,380
752,433
(Notes) 1. These values are rounded down to the nearest million except for the net income (loss) per share for the
period, rounded down to two decimal places.
2. Net income (loss) per share for the period is calculated based on the average number of shares during the
period after deduction of the number of treasury stock.
(Reference) Operating Results and Financial Position of the Company
Item
Net Sales
Ordinary Income
Net Income (Loss)
Net Income (Loss) per Share (yen)
Total Assets
Equity
Mar-2012
Mar-2013
(Millions of yen otherwise noted)
Mar-2014
(Current Period)
Mar-2015
255,787
249,741
282,123
313,498
8,428
△68,982
△639.82
21,416
4,200
13,284
10,765
59,711
36,700
467,061
38.95
463,989
99.85
485,318
340.43
548,790
403,511
403,845
419,324
459,868
(Notes) 1. These values are rounded down to the nearest million except for the net income (loss) per share for the
period, rounded down to two decimal places.
2. Net income (loss) per share for the period is calculated based on the average number of shares during the
period after deduction of the number of treasury stock.
(6) Main Business Segments
The Group’s main operations are the manufacturing and sales of electronic components.
The main products and business segments are as follows:
Segment Name
Main products and business
ICs
Analog ICs, Logic ICs, Memory ICs, ASICs, Foundry business
operations
Discrete semiconductor devices
Diodes, Transistors, Light Emitting Diodes, Laser Diodes
Modules
Printhead Products, Optical Modules, Power Modules
Others
Resistors, Tantalum Capacitors, Lighting Products
-7-
[Translation 2015]
(7) Main Business Sites
ROHM CO., LTD.
Manufacturing
Sales
Logistics
Name
Head Office/Factory
Kyoto Technology Center
Yokohama Technology Center
Kyoto Business Center
Tokyo Business Center
Yokohama Business Center
Nagoya Business Center
ROHM HAMAMATSU CO., LTD.
ROHM WAKO CO., LTD.
ROHM APOLLO CO., LTD.
ROHM MECHATECH CO., LTD.
LAPIS SEMICONDUCTOR CO., LTD.
LAPIS SEMICONDUCTOR MIYAGI CO., LTD.
LAPIS SEMICONDUCTOR MIYAZAKI CO., LTD.
AGLED CO., LTD.
ROHM KOREA CORPORATION
ROHM ELECTRONICS PHILIPPINES, INC.
ROHM INTEGRATED SYSTEMS (THAILAND) CO., LTD.
ROHM SEMICONDUCTOR (CHINA) CO., LTD.
ROHM ELECTRONICS DALIAN CO., LTD.
ROHM WAKO ELECTRONICS (MALAYSIA) SDN., BHD.
ROHM MECHATECH PHILIPPINES, INC.
ROHM MECHATECH (THAILAND) CO., LTD.
ROHM MECHATECH (TIANJIN) CO., LTD.
KIONIX, INC.
SICRYSTAL AG
ROHM SEMICONDUCTOR KOREA CORPORATION
ROHM SEMICONDUCTOR TRADING (DALIAN) CO., LTD.
ROHM SEMICONDUCTOR (SHANGHAI) CO., LTD.
ROHM SEMICONDUCTOR (SHENZHEN) CO., LTD.
ROHM SEMICONDUCTOR (H.K.) CO., LTD.
ROHM SEMICONDUCTOR TAIWAN CO., LTD.
ROHM SEMICONDUCTOR SINGAPORE PTE. LTD.
ROHM SEMICONDUCTOR PHILIPPINES CORPORATION
ROHM SEMICONDUCTOR (THAILAND) CO., LTD.
ROHM SEMICONDUCTOR MALAYSIA SDN. BHD.
ROHM SEMICONDUCTOR INDIA PVT. LTD.
ROHM SEMICONDUCTOR U.S.A., LLC
ROHM SEMICONDUCTOR DO BRASIL LTDA.
ROHM SEMICONDUCTOR GmbH
ROHM LOGISTEC CO., LTD.
Location
Kyoto
Kyoto
Kanagawa
Kyoto
Tokyo
Kanagawa
Aichi
Shizuoka
Okayama
Fukuoka
Kyoto
Kanagawa
Miyagi
Miyazaki
Hyogo
Korea
Philippines
Thailand
China
China
Malaysia
Philippines
Thailand
China
U.S.A.
Germany
Korea
China
China
China
China
Taiwan
Singapore
Philippines
Thailand
Malaysia
India
U.S.A.
Brazil
Germany
Okayama
(8) Employees
Segment Name
Number of Employees
Change from
the Previous Fiscal Year
Average
Service Years
20,843
Increase by 858 employees
9.9 years
ICs
Discrete semiconductor
devices
Modules
Others
Sales and administrative
expenses division
(Notes) 1. The value of the average service years is rounded down to one decimal place.
2. The number of employees includes, in addition to full-time employees, 499 regular workers based on
fixed-term employment contracts, who are excluded from the calculation of the average service years.
-8-
[Translation 2015]
(9) Summary of Important Subsidiaries
Company Name
Capital
ROHM HAMAMATSU CO., LTD.
ROHM APOLLO CO., LTD.
LAPIS SEMICONDUCTOR CO., LTD.
ROHM ELECTRONICS
PHILIPPINES, INC.
ROHM INTEGRATED SYSTEMS
(THAILAND) CO., LTD.
ROHM SEMICONDUCTOR (CHINA)
CO., LTD.
ROHM ELECTRONICS DALIAN
CO., LTD.
ROHM SEMICONDUCTOR KOREA
CORPORATION
ROHM SEMICONDUCTOR (H.K.) CO.,
LTD.
ROHM U.S.A., INC.
ROHM ELECTRONICS ASIA PTE.
LTD.
Million yen
15,400
Million yen
450
Million yen
400
Thousand peso
1,221,563
Thousand baht
1,115,500
Million yen
16,190
Million yen
9,417
Million won
1,000
Thousand HK$
27,000
Voting Right Ratio
by ROHM
100.0%
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
Thousand US$
253,642
100.0
Thousand S$
90,630
100.0
Main Business
Manufacture of electronic
components
Manufacture of electronic
components
Manufacture of electronic
components
Manufacture of electronic
components
Manufacture of electronic
components
Manufacture of electronic
components
Manufacture of electronic
components
Sales of electronic
components
Sales of electronic
components
Administrative responsibility
for subsidiaries in North
and South America
Administrative responsibility
for subsidiaries in Asia and
others
(Notes) 1. Amounts of capital and voting right ratios are rounded down to the nearest million (in yen) or the nearest
thousand (in foreign currencies), and to one decimal places, respectively.
2. Voting right ratio by ROHM includes indirect holdings through subsidiaries.
3. ROHM SEMICONDUCTOR KOREA CORPORATION has been listed as an important subsidiary from the
consolidated fiscal year ended March 31, 2015 owing to the expansion of operation.
2. Status of Shares
(1) Total Number of Shares Authorized to be Issued
300,000,000
(2) Total Number of Shares Issued
113,400,000
(Including 5,596,799 shares of treasury stock)
(3) Total Number of Shareholders as of March 31, 2015
23,973
(4) Major Shareholders (Top 10 Shareholders)
Number of Shares
Held
(Thousands of shares)
8,470
Name
The Master Trust Bank of Japan, Ltd. (Trust account)
Ownership
7.85%
Japan Trustee Service Bank, Ltd. (Trust account)
8,134
7.54-
Rohm Music Foundation
8,000
7.42-
Bank of Kyoto, Ltd.
2,606
2.41-
Ken Sato
2,405
2.23-
SAJAP
1,945
1.80-
Japan Trustee Service Bank, Ltd. (Trust account 9)
BBH BOSTON CUSTODIAN FOR BLACKROCK GLOBAL ALLOCATION
FUND, INC. 620313
STATE STREET BANK WEST CLIENT - TREATY 505234
1,565
1.45-
1,420
1.31-
1,377
1.27-
THE BANK OF NEW YORK MELLON SA/NV 10
1,375
1.27-
(Notes) 1.The n umber of shares less than one thousand shares and the percentage of ownership less than two
decimal places are rounded down to the nearest unit, respectively.
2. 5,596 thousand shares of treasury stock are excluded from the above calculation.
3. Ownership is calculated by deducting the number of treasury stock from the total number of shares issued.
-9-
[Translation 2015]
3. Directors and Company Auditors of the Company
(1) Directors and Company Auditors
Position
* President
Name
(As of March 31, 2015)
Positions at the Company and Important Duties outside
the Company
Satoshi Sawamura
Managing Director
Hidemi Takasu
In charge of Quality, Intellectual Property
Director
Tadanobu Fujiwara
General Manager of Japanese Sales Headquarters
Director
Eiichi Sasayama
Director
Toshiki Takano
Director
Isao Matsumoto
Director
Katsumi Azuma
Director
Masahiko Yamazaki
Director
Director
Hachiro Kawamoto
Koichi Nishioka
General Manager of Accounting & Finance Headquarters
General Manager of LSI Corporate Strategy and Business
Development
General Manager of LSI Production Headquarters
General Manager of Discrete Module Production
Headquarters
General Manager of Administrative Headquarters,
General Manager of CSR Headquarters
Company Auditor (Full-Time)
Yoshiaki Shibata
Company Auditor (Full-Time)
Hideo Iwata
Company Auditor
Yasuhito Tamaki
Attorney at Law, Outside Director of Eidai Co., Ltd.
Company Auditor
Shinya Murao
Company Auditor
Haruo Kitamura
CPA
CPA, Outside Director of Yamaha Corporation,
Outside Director of MonotaRO Co., Ltd.
(Notes) 1. * Representative Director.
2. Hachiro Kawamoto and Koichi Nishioka are Outside Directors as provided in Article 2, Paragraph 15, of the
Companies Act.
3. All five of the Company Auditors are Outside Company Auditors as provided in Article 2, Paragraph 16, of
the Companies Act.
4. The Company has designated Directors Hachiro Kawamoto and Koichi Nishioka and all five of the
Company Auditors as Independent Directors/Company Auditors pursuant to the rules of the Tokyo
Stock Exchange, and reported that information to the Exchanges.
5. Company Auditors Shinya Murao and Haruo Kitamura are certified public accountants and are duly
informed of finances and accounting.
6. Changes in the membership of the Board of Directors and the Board of Company Auditors during this fiscal
year were as specified below.
(1) New appointments
None
(2) Retirements
None
(3) Changes in duties
1) Hidemi Takasu’s position was changed from in charge of Business Creation, Quality to in charge of
Business Creation, Quality, Intellectual Property as of August 11, 2014, and from in charge of
Business Creation, Quality, Intellectual Property to in charge of Quality, Intellectual Property as
of February 11, 2015.
2) Masahiko Yamazaki’s position was changed from General Manager of Administrative Headquarters
to General Manager of Administrative Headquarters, General Manager of CSR Headquarters as of
November 11, 2014.
(2) Overview of the Contents of Contracts for Limitation of Liability
Pursuant to Article 427, Paragraph 1 of the Companies Act and the Articles of Incorporation of the
Company, the Company has entered into contracts with all Outside Directors and Outside Company
Auditors that limit their liabilities specified in Article 423, Paragraph 1 of the Companies Act to the
minimum liability amount as specified in Article 425, Paragraph 1 of the Companies Act.
- 10 -
[Translation 2015]
(3) Total Remunerations for Directors and Company Auditors
Position
Number of Members
Directors
10
Company Auditors
Total
Remuneration
348
million yen
5
57
million yen
15
405
million yen
(Notes) 1. Directors’ remunerations do not include the amount paid as salary for employees to those Directors
who are also employees.
2. The total amount of Directors’ remuneration is limited to 600 million yen per year based on the
resolution of the 48th Ordinary General Shareholders Meeting held on June 29, 2006, and the total
amount of Company Auditors’ remuneration is limited to 6 million yen per month based on the resolution of
the 36th Ordinary General Shareholders Meeting held on June 29, 1994.
3. Directors’ remunerations include the amount of 140 million yen as bonuses for the Directors with respect
to the 57th fiscal year.
4. Two Directors are Outside Directors and all the Company Auditors are Outside Company Auditors. The
total amount of their remunerations is 81 million yen.
(4) Main Activities of Outside Director and Outside Company Auditors
Position
Director
Name
Hachiro Kawamoto
Director
Koichi Nishioka
Company Auditor
(Full-Time)
Yoshiaki Shibata
Company Auditor
(Full-Time)
Hideo Iwata
Company Auditor
Yasuhito Tamaki
Company Auditor
Shinya Murao
Company Auditor
Haruo Kitamura
Main Activity
Attended 92% of the 24 meetings of Board of Directors during the fiscal
year ended March 31, 2015 (including participation in 8 resolutions
deemed to have been made in writing). Provides opinions based on
experience and knowledge as a longtime administrator of an
incorporated school.
Attended 92% of the 24 meetings of Board of Directors during the fiscal
year ended March 31, 2015 (including participation in 8 resolutions
deemed to have been made in writing). Provides opinions based on
experience and knowledge as a longtime economic press reporter.
Attended all 24 meetings of Board of Directors during the fiscal year
ended March 31, 2015 (including participation in 8 resolutions deemed to
have been made in writing). Attended all 12 meetings of the Board of
Company Auditors. Provides opinions regarding corporate management,
etc., from a comprehensive point of view, based on his position and
experience as the full-time Company Auditor.
Attended 96% of the 24 meetings of Board of Directors during the fiscal
year ended March 31, 2015 (including participation in 8 resolutions
deemed to have been made in writing). Attended all 12 meetings of the
Board of Company Auditors. Provides opinions regarding corporate
management, etc., from a comprehensive point of view, based on his
position as the full-time Company Auditor and based on experience and
knowledge as a longtime administrator at a financial institution.
Attended 96% of the 24 meetings of Board of Directors during the fiscal
year ended March 31, 2015 (including participation in 8 resolutions
deemed to have been made in writing). Attended all 12 meetings of the
Board of Company Auditors. Provides opinions regarding corporate
management, etc., principally from a professional point of view as a
lawyer.
Attended 92% of the 24 meetings of Board of Directors during the fiscal
year ended March 31, 2015 (including participation in 8 resolutions
deemed to have been made in writing). Attended all 12 meetings of the
Board of Company Auditors. Provides opinions regarding corporate
management, etc., principally from a professional point of view as a
certified public accountant (CPA).
Attended 83% of the 24 meetings of Board of Directors during the fiscal
year ended March 31, 2015 (including participation in 8 resolutions
deemed to have been made in writing). Attended 92% of the 12 meetings
of the Board of Company Auditors. Provides opinions regarding corporate
management, etc., principally from a professional point of view as a CPA.
- 11 -
[Translation 2015]
4. Independent Auditor
(1) Name of the Independent Auditor
Deloitte Touche Tohmatsu LLC
(2) Remuneration for the Independent Auditor for the 57th Fiscal Year
88 million yen
The audit engagement between the Company and its Independent Auditor, Deloitte Touche Tohmatsu
LLC, does not and actually cannot distinguish between remuneration based on the Companies Act and
remuneration based on the Financial Instruments and Exchange Act. For this reason, the amount above
includes the aggregate sum of these amounts.
(3) Policy Regarding Decision to Dismiss or Not to Reappoint Independent Auditor
The Company’s Board of Company Auditors may dismiss the Independent Auditor based on a
unanimous decision when the Board of Company Auditors has decided that the Independent Auditor has
violated or infringed such laws as the Companies Act or the Certified Public Accountants Act or have
offended public order or morals.
The Board of Company Auditors may decide the proposal regarding dismiss or not to reappoint the
Independent Auditor and based on such decision the Board of Directors shall submit such proposal at the
General Shareholders Meeting when it is deemed difficult for the Independent Auditors to perform audits
properly due to an event that may damage their qualification or independence.
(4) Total Remuneration for the Independent Auditor to be Paid by the Company and Its Subsidiaries
129 million yen
(Note) Among ROHM group’s major subsidiaries, financial statements of the eight overseas subsidiaries are audited by
certified public accountants or auditing firms (including those who have commensurate licenses in foreign
countries) other than the Company’s Independent Auditor.
5. Corporate System and Policies of ROHM Group
(1) Corporate System to Ensure the Compliance of the Execution of Duties of the Directors under
the Laws, Regulations and the Articles of Incorporation, and to Ensure Proper Operation
(Internal Control System)
Regarding the reinforcement of the internal control system as one of the major corporate missions,
ROHM Group intends to carry out its corporate social responsibilities not only by ensuring the reliability of
the Group’s financial reports but also by maintaining compliance of the operational processes of the
entire Group. The Board of Directors of the Company has resolved the basic policies to build the internal
control system and the improvement of the system, as listed below:
1) The system to ensure the compliance of the execution of duties of the Directors under applicable laws
as well as the Articles of Incorporation
(a) In order to promote further progress of globalization, ROHM Group will comply not only with laws
and regulations but also with the 10 principles of the United Nations Global Compact for a wide
range of problems in the areas of human rights, labor, the environment, anti-corruption, etc. and
promote the management focusing on CSR based on “ISO26000,” the international standards for
social responsibility and “Electronic Industry Citizenship Coalition (EICC) Code of Conduct”, etc.
(b) Directors’ violation of applicable laws, regulations, or the Articles of Incorporation should be
prevented when they perform their duties, based on the “ROHM Group Business Conduct
Guidelines” and the Basic Rules of the Board of Directors.
(c) The Director or Directors who are highly informed in a specific field should be responsible for the
duties related to such field, while all Directors should hold discussions and monitor each other on a
daily basis concerning the respective individual fields.
(d) Should a Director be found having committed an illegal act by another Director or a Company
Auditor, it should be promptly reported to the Board of Directors and the Board of Company
Auditors.
(e) In addition to two Outside Directors, five Outside Company Auditors should constantly check that
Directors perform their duties in compliance with all applicable laws and regulations as well as the
Articles of Incorporation.
(f) The Compliance Hotline (the internal hotline system and hotline system for suppliers) should be
deployed to the entire ROHM Group including overseas entities to discover any illegal conduct of a
Director and to prevent recurrence thereof.
- 12 -
[Translation 2015]
2) System to save and control information related to Directors’ performance of duties
(a) Decisions regarding Directors’ performance of their duties, such as the minutes of general
shareholders meetings, the minutes of the meetings of the Board of Directors, executive proposals,
business plans for individual fiscal years, etc., should be saved in writing. The documents should be
saved and controlled in compliance with all applicable laws and regulations as well as all in-house
regulations.
(b) The directions and notices provided to Group companies or in-house divisions concerned shall be
issued via email or in writing as a rule. The directions and notices shall be saved so as to be
inspected at any time by Directors and Company Auditors.
(c) Information related to Directors’ performance of duties should be kept and controlled duly by
relevant sections or divisions concerned, and the leak and inappropriate use of such information
must be prevented by giving internal notice and information security training to all employees to
ensure that they are fully aware of and comply with such rule.
3) Rules and other systems to control the risk of loss
(a) Under the CSR Committee chaired by the President himself, Committees of Quality, Corporate
Safety and Health, Risk Management/BCM, Compliance, Information Disclosure, Environmental
Conservation, etc. should be established as company-wide cross-sectional committees. These
committees will appropriately respond to various management issues and risks in each responsible
area by taking necessary measures, giving directions and solving problems.
(b) The Risk Management/BCM Committee should be organized to identify, analyze and control major
risks that may occur in the course of the performance of business operations. In order to avoid or
minimize the effect of unforeseeable circumstances such as sudden natural disasters as much as
possible and enable the survival of our business as a consequence, the Risk Management/BCM
Committee will verify the activities of each section in charge of risk management, establish a
business continuity plan and take any and all possible preliminary measures or preparations across
ROHM Group.
(c) As a corporate effort to eradicate antisocial groups, a Risk Management Office should be
established in the Department of General Affairs. The Office should cooperate and exchange
information with external specialist organizations such as the police department, promote specific
actions and perform them thoroughly, to eradicate antisocial groups. In-house regulations should be
established to eradicate antisocial groups and should be strictly observed. All ROHM Group
employees should be informed by way of the “ROHM Group Business Conduct Guidelines”, as
distributed to all employees, or by other means, that they must take a firm stand against antisocial
groups. Further, the necessity of taking a firm stand against antisocial groups should be
communicated to all employees through various in-house training sessions.
4) System to ensure that Directors perform their duties efficiently
(a) The Board of Directors should consist of a small number of Directors authorized to execute
business operations to realize prompt executive decision-making.
(b) The Board of Directors should have Directors who are highly experienced in different fields. The
Board should divide duties to the Director in charge of that certain field and have him/her perform
the specific duties of that field.
(c) Issues that may have a considerable influence on corporate management should be examined,
analyzed and reported by in-house project teams established separately for individual issues. Upon
completion of such examination, prompt decisions should be made by way of a meeting of Board of
Directors or executive proposals, as appropriate, based on the Articles of Incorporation and internal
regulations.
(d) The in-house written standards of in-house control procedures regarding various managerial
issues such as risk control and information control should be strictly observed.
(e) To increase the competitiveness of ROHM Group and to ensure a fair amount of profits, business
performance targets should be established as part of annual profit-raising projects for the entire
ROHM Group and individual divisions, and progress and achievement status of such projects and
targets should be controlled.
5) System to ensure that employees perform their duties in compliance with all applicable laws and
regulations as well as the Articles of Incorporation
(a) The Compliance Committee should be organized and across-the-group compliance actions should
be taken by implementing the “ROHM Group Business Conduct Guidelines”. A compliance system
of the Group companies should be created based on the system of our company, and a leader for
- 13 -
[Translation 2015]
each division should be nominated as a leader to raise the awareness of the importance of
compliance and to ensure the ongoing compliance of each division.
(b) To cope with proprietary laws and regulations in a proper manner, not only the CSR Committee
but also the Corporate Safety and Health Committee, Compliance Committee, Information
Disclosure Committee, and Environmental Conservation Committee, should be committed to such
actions as checking the status of compliance for the entire Group and performing ongoing
educational activities.
(c) Under the control of the Information Disclosure Committee, individual sections and divisions should
properly control insider information and educate employees in the interest of and raising awareness
of the importance of strict information handling, to prevent insider trading.
(d) A Compliance Hotline (internal hotline system and hotline system for suppliers) should be deployed
to the entire ROHM Group including overseas entities, to uncover any illegal employee conduct and
to prevent any recurrence of illegal conduct.
6) System to ensure compliance of the Group’s corporate operations
(a) ROHM Group shares the corporate mission and policy, which are the basis of the founding spirit of
the Company, in order to carry out the business activities as a team working together and enhance
the corporate value of the entire Group.
(b) Each Committee under the Company’s CSR Committee should supervise and control Group
companies comprehensively to ensure proper execution of duties in each responsible area.
(c) Written standards applicable to the entire ROHM Group should be established and implemented.
(d) The compliant business operations of Group companies should be monitored by appointing
employees of the Company or another Group company to Group companies’ Board of Directors or
Company Auditors.
(e) A system should be operated that requires the Board of Directors ’ resolution or an executive
decision at the Company to settle critical issues at the Group companies level and periodical
reports to the Company’s relevant divisions from Group companies should be made, thus enabling
to control Group companies.
(f) An internal control system that includes the Company and significant Group companies should
be established and reinforced through a framework that ensures financial reporting compliance
and through efforts to conform to the auditing system.
(g) The Company’s internal auditing division under the direct control of the President should perform
internal audits to check each Group company’s situations of execution of duties, compliance with all
applicable laws and regulations as well as in-house regulations, risk management, etc.
7) Employees hired upon the request of a Company Auditor to assist the Company Auditor’s duties,
independence of the employees from Directors and to ensure effectiveness of the Company Auditor’s
instruction to such employees
(a) The Company should, upon Company Auditor’s request, appoint staff employees with proper
capabilities.
(b) The staff of Company Auditors should be independent of duties related to the execution of corporate
business. In the employment, transfer and evaluation of performance of Company Auditors’ staff,
opinions from the Board of Company Auditors shall be respected.
8) System for Directors and employees to report to Company Auditors, other systems for reporting to
Company Auditors and system for employees not to be treated disadvantageously by the reason of
such reports
(a) Should a Director be found to have committed an illegal conduct in the performance of Directors’
duties, any neglect in the obligation of being duly conscious as good Directors, or any fact that may
damage the Company considerably, etc. by another Director, it should be promptly reported to the
Board of Company Auditors.
(b) The meetings of committees, not only the CSR Committee but also the Risk Management/BCM
Committee, Compliance Committee, and Information Disclosure Committee should be attended by
full-time Company Auditors as observers, and individual committees should make periodical reports
on their activities to the Company Auditors by submitting meeting minutes or by other appropriate
means.
(c) A system should be retained whereby the status and results of business operations can be properly
reported to Company Auditors through executive proposals and reports.
- 14 -
[Translation 2015]
(d) A section in charge of the Compliance Hotline should make periodical reports on situations and
results thereof to Company Auditors.
(e) Employees that have reported to Company Auditors shall not disadvantageously treated by the
reason of such reports according to applicable laws and regulations as well as in-house
regulations.
9) Other systems to ensure that the audits by Company Auditors are performed effectively
(a) Concerning the status of the operation of the internal control system, Directors should report to the
Board of Company Auditors where requested.
(b) The internal audit division should strengthen the collaboration with the Company Auditors and
report the results of audit periodically.
(c) All Company Auditors should be Outside Company Auditors. The Board of Company Auditors
should be a strongly independent group consisting of diversified experts, including legal specialists,
accounting specialists, and those who used to work for financial institutions.
(d) Company Auditors should exchange opinions with Directors whenever necessary.
(e) Company Auditors may consult with lawyers, certified public accountants, consultants and other
external advisers at company expense, where they deem it necessary.
(2) Basic Policies Related to the Company’s Ownership Control
The Company’s Mission has been to contribute to the advancement and progress of our culture
through a consistent supply, under all circumstances, of high quality products in large volumes to the
global market. We believe that fulfilling this mission creates and enhances total long-term corporate
value, and at the same time promotes the common interests of all of our stakeholders including our
shareholders. We understand that the Board of Directors, delegated by the shareholders, is
responsible for further enhancing corporate value by fulfilling the above mission and making consistent
managerial efforts for sustainable growth.
As for so-called takeover defenses, the Company believes that the best strategy is to achieve a higher
stock price as well as to gain, to the fullest extent, the confidence of its shareholders by mutual
communications through ongoing and comprehensive investor relations activities. And if a takeover
proposal is put forward, we consider that the ultimate decision as to whether or not to accept the
takeover proposal should be made by the shareholders of that time. The Company considers that, in
the process of the ultimate decision making, it is not acceptable that the Board of Directors make
random judgments in order to protect their own interests, for instance. Moreover, the Company has
determined that it is one of the duties of the Board of Directors for securing and improving the
corporate value and the common interests of the shareholders is to adopt fair and appropriate
measures beforehand, so that the Company’s shareholders can make an informed decision based on
sufficient information and within a reasonable time period.
- 15 -
[Translation 2015]
Consolidated Balance Sheet
As of March 31, 2015
(Millions of yen)
Accounts
Amount
Accounts
(Assets)
Current assets
Cash and deposits
Notes and accounts receivable-trade
Electronically recorded monetary
claims
Securities
Merchandise and finished products
Work in process
Raw materials and supplies
Deferred tax assets
Refundable income taxes
Other
Allowance for doubtful accounts
Fixed assets
(Liabilities)
523,376
Current liabilities
280,756
76,721
2,132
42,998
31,962
38,975
29,405
74,078
Machinery, equipment, and vehicles
Furniture and fixtures
66,788
7,640
Land
Construction in progress
64,039
18,746
Goodwill
23,948
Other
42,286
29,617
9,251
3,416
Total liabilities
111,946
(Equity)
Shareholders' equity
5,401
33
Other
Other
231,293
Buildings and structures
Intangible fixed assets
11,764
8,026
19,282
6,638
Deferred tax liabilities
Liability for retirement benefits
10,794
(292)
69,660
Notes and accounts payable-trade
Electronically recorded obligations
Accounts payable-other
Income taxes payable
Long-term liabilities
9,374
546
341,003
Tangible fixed assets
Amount
5,368
738,750
Common stock
Capital surplus
86,969
102,403
Retained earnings
Treasury stock
599,518
(50,141)
Accumulated other comprehensive
income
Unrealized gain on available-forsale securities
13,186
Investments and other assets
104,309
Investment securities
Asset for retirement benefits
73,462
1,948
Foreign currency translation
adjustments
(7,308)
Deferred tax assets
Other
3,836
25,457
Accumulated adjustments for
retirement benefits
(3,948)
Allowance for doubtful accounts
(394)
Minority interests
Total assets
24,442
864,380
Total equity
752,433
Total liabilities and equity
864,380
(Note) In the figures above, amounts less than one million yen are rounded down to the nearest unit.
- 16 -
496
[Translation 2015]
Consolidated Statement of Income
From April 1, 2014 to March 31, 2015
(Millions of yen)
Accounts
Amount
Net sales
362,772
Cost of sales
235,042
Gross profit
127,729
Selling, general and administrative expenses
88,929
Operating income
38,800
Nonoperating income
Interest income
1,703
Foreign currency exchange gain
17,871
Other
1,359
20,935
Nonoperating expenses
Interest expense
5
Provision for doubtful accounts
111
Taxes and dues
316
Other
84
Ordinary income
518
59,218
Extraordinary gains
Gain on sale of fixed assets
310
Gain on insurance settlement
2,487
2,797
Extraordinary losses
Loss on sale and disposal of fixed assets
881
Loss on impairment of fixed assets
5,875
Loss on valuation of investment securities
8
Loss on valuation of investment in unconsolidated subsidiary
10
Income before income taxes and minority interests
Income taxes-current
6,776
55,239
13,382
Income taxes for prior periods
384
Income taxes-deferred
(3,869)
Net income before minority interests
9,897
45,342
Minority interests in net income
45
Net income
45,296
(Note) In the figures above, amounts less than one million yen are rounded down to the nearest unit.
- 17 -
[Translation 2015]
Consolidated Statement of Changes in Equity
From April 1, 2014 to March 31, 2015
(Millions of yen)
Shareholders' Equity
Common
Stock
Balance at the beginning of the
year
Capital
Surplus
86,969
Retained
Earnings
102,403
Cumulative effect of
changes in accounting
policy
Balance as restated
561,002
Accumulated Other Comprehensive Income (Loss)
Treasury
Stock
Total
Shareholders'
Equity
Unrealized Gain
on
Available-forsale Securities
700,250
13,347
(50,125)
102,403
562,307
(45,788)
1,305
1,305
86,969
Foreign
Currency
Translation
Adjustments
(50,125)
701,555
Accumulated
Adjustments
for Retirement
Benefits
Total
Accumulated
Other
Comprehensive
Loss
(4,825)
(37,266)
599
599
13,347
(45,788)
(4,225)
(36,667)
11,095
38,480
277
49,853
Changes in the year
Dividends
(8,085)
Net income
45,296
Purchase of treasury stock
(8,085)
45,296
(15)
(15)
Net changes in items
other than shareholders'
equity
-
-
37,211
(15)
37,195
11,095
38,480
277
49,853
86,969
102,403
599,518
(50,141)
738,750
24,442
(7,308)
(3,948)
(13,186)
Total changes in the year
Balance at the end of the year
Minority
Interests
Balance at the beginning of the
year
404
Cumulative effect of
changes in accounting
policy
Balance as restated
Total
Equity
663,387
1,904
404
665,292
Changes in the year
Dividends
(8,085)
Net income
45,296
(15)
Purchase of treasury stock
Net changes in items
other than shareholders'
equity
Total changes in the year
Balance at the end of the year
92
49,946
92
87,141
496
752,433
(Note) In the figures above, amounts less than one million yen are rounded down to the nearest unit.
- 18 -
[Translation 2015]
Notes to Consolidated Financial Statements
Basis in Preparing Consolidated Financial Statements
1. Scope of Consolidation
(1) Number of consolidated subsidiaries
46
(2) Names of major consolidated subsidiaries
ROHM HAMAMATSU CO., LTD.
ROHM APOLLO CO., LTD.
LAPIS SEMICONDUCTOR CO., LTD.
ROHM ELECTRONICS PHILIPPINES, INC.
ROHM INTEGRATED SYSTEMS (THAILAND) CO., LTD.
ROHM SEMICONDUCTOR (CHINA) CO., LTD.
ROHM ELECTRONICS DALIAN CO., LTD.
ROHM SEMICONDUCTOR KOREA CORPORATION
ROHM SEMICONDUCTOR (H.K.) CO., LTD.
ROHM U.S.A., INC.
ROHM ELECTRONICS ASIA PTE. LTD.
Changes in the scope of consolidation for the fiscal year ended March 31, 2015, are as follows:
Completion of liquidation (one company)
KIONIX SINGAPORE PTE. LTD.
(3) Name of major unconsolidated subsidiaries
NARITAGIKEN CO., LTD.
The unconsolidated subsidiary is excluded from the scope of consolidation due to the
immateriality to the consolidated financial statements in terms of total assets, net sales, net
income or loss (amount corresponding to equity ownership), retained earnings (amount
corresponding to equity ownership), and others, as well as the immateriality as a whole.
2. Application of Equity Method
(1) Number of unconsolidated subsidiaries accounted for by the equity method
0
(2) Number of associated companies accounted for by the equity method
0
(3) Names of major unconsolidated subsidiaries and associated companies not accounted for by
the equity method
(Unconsolidated subsidiary)
NARITAGIKEN CO., LTD.
(Associated company)
LUSEM CO., LTD.
The unconsolidated subsidiaries and associated companies are excluded from the scope of
application of the equity method due to immateriality in terms of net income or loss (amount
corresponding to equity ownership), retained earnings (amount corresponding to equity ownership)
and others, as well as the immateriality as a whole.
3. Fiscal Year of the Consolidated Subsidiaries
The fiscal year end of 8 consolidated subsidiaries is different from that of the consolidated balance sheet
date, March 31. The fiscal year end of these consolidated subsidiaries is December 31.
Consolidated financial statements are prepared based on the financial statements of these subsidiaries,
which are prepared as of the provisional closing date of March 31.
4. Accounting Policies
(1) Basis and method for valuation of significant assets
1) Securities
Marketable securities classified as available-for-sale securities are stated at fair value (based on
market prices, etc., at the consolidated balance sheet date), with unrealized gains and losses
- 19 -
[Translation 2015]
reported as a separate component of equity. The cost of available-for-sale securities sold is
principally determined based on the moving-average method. Nonmarketable securities are stated
at cost determined by the moving-average method.
2) Derivatives
Derivatives are stated at fair value.
3) Inventories
Merchandise, finished products, work in process, and raw materials are stated principally at cost
determined by the moving-average method. Supplies are stated principally at cost determined by
the last purchase cost method.
(Carrying amount in the balance sheet is calculated net of any write-downs due to decreased
profitability.)
(2) Depreciation of significant fixed assets
1) Tangible fixed assets excluding leased assets
Depreciation of tangible fixed assets is computed principally by the declining-balance method, while
the straight-line method is applied to buildings (excluding fixtures) acquired by ROHM CO., LTD.
(the “Company”) or its domestic subsidiaries on and after April 1, 1998.
The range of estimated useful lives of buildings and structures is mainly 3 to 50 years and that of
machinery, equipment, and vehicles is mainly 2 to 10 years.
2) Intangible fixed assets excluding leased assets
Amortization of intangible fixed assets is computed by the straight-line method.
3) Leased assets
Leased assets are depreciated by the straight-line method, over the lease term, assuming no
residual value.
(3) Basis for significant allowances
Allowance for doubtful accounts
In order to account for losses on doubtful accounts, an allowance for ordinary receivables is
determined based on past actual loss ratios, and the allowance for certain identified doubtful
accounts is determined based on individually estimated collectibility.
(4) Translation of foreign currencies
All monetary receivables and payables denominated in foreign currencies, unless hedged by forward
exchange contracts, are translated into Japanese yen at the exchange rates at the consolidated
balance sheet date, and the foreign exchange gains and losses from the translation are recognized in
the consolidated statement of income.
The balance sheet accounts of foreign subsidiaries are translated into Japanese yen at the current
exchange rate as of the balance sheet date except for shareholders' equity, which is translated at the
historical rate. Revenue and expense accounts of foreign subsidiaries are translated into Japanese yen
at the average exchange rate. Differences arising from such translation are shown as "Foreign
currency translation adjustments" and “Minority interests” in a separate component of equity.
(5) Hedge accounting
1) Hedge accounting
Accounts receivable denominated in foreign currencies for which foreign exchange forward
contracts are used to hedge foreign currency fluctuations are translated at the contracted rate, if the
forward contracts qualify for hedge accounting.
2) Hedging instruments and hedged items
Hedging instruments and hedged items are as follows:
(Hedging instruments)
Foreign exchange forward contracts
(Hedged items)
Accounts receivable in foreign currencies
3) Hedging policy
The Company and consolidated subsidiaries (the “Group”) use derivative financial instruments
only as a means to hedge foreign currency exchange risks.
- 20 -
[Translation 2015]
4) Evaluation of hedge effectiveness
The Group evaluates hedge effectiveness by assessing the conditions of the hedging transactions
for the derivative financial instruments and hedged items in each transaction.
(6) Amortization of goodwill
Goodwill is amortized over five years, unless deemed immaterial.
(7) Other significant conditions in preparing consolidated financial statements
1) Accounting for retirement benefits
Asset and liability for retirement benefits are stated based on the projected benefit obligations and
plan assets at the consolidated balance sheet date.
In calculating the projected benefit obligation, a benefit formula basis is utilized to attribute expected
retirement benefit to periods up to the consolidated balance sheet date.
Actuarial gains and losses arising in the current year are amortized on a straight-line basis,
commencing in the following year, over a certain period (mainly 10-13 years) within the average
remaining service period of employees for each fiscal year in which actuarial gains or losses arose.
Past service cost is amortized on a straight-line basis over a certain period (10-13 years) within the
average remaining service period of employees for each fiscal year in which past service cost arose.
Unrecognized actuarial gains and losses and unrecognized past service cost are recognized as
accumulated adjustments for retirement benefits within accumulated other comprehensive income
in equity, after adjusting for tax effects.
2) Accounting for consumption taxes
Transactions subject to consumption taxes are accounted for by the tax excluded method.
Notes to Changes in Accounting Policy
Effective April 1, 2014, the Group adopted Accounting Standard Board of Japan (ASBJ) Statement No. 26
“Accounting Standard for Retirement Benefits” (the Standard) and ASBJ Guidance No. 25 “Guidance on
Accounting Standard for Retirement Benefits” dated May 17, 2012 (the Guidance), to the provisions in the
body text of paragraph 35 of the Standard and paragraph 67 of the Guidance. The Group changed the method
of attributing expected benefit to periods from a straight-line basis to a benefit formula basis, and changed the
method of determining discount rate from using the period approximate to the expected average remaining
service period to using a single weighted average discount rate reflecting the estimated timing and amount of
benefit payment.
In adopting the Standard and the Guidance, the Group accounted for the effects of the changes in
accounting policies on benefit obligation and service cost within retained earnings in accordance with
paragraph 37 of the Standard.
As the result, asset for retirement benefits increased by 588 million yen, liability for retirement benefits
decreased by 1,525 million yen and retained earnings increased by 1,305 million yen at the beginning of the
consolidated fiscal year ended March 31, 2015.
Furthermore, because of the decrease in liability for retirement benefits and change in valuation allowances
of deferred tax assets that were included in accumulated adjustments for retirement benefits at the beginning
of the consolidated fiscal year ended March 31, 2015, accumulated adjustments for retirement benefits
increased by 599 million yen.
Also, equity per share increased by 17.66 yen.
The impact of these changes on operating income, ordinary income and income before income taxes and
minority interests for the consolidated fiscal year ended March 31, 2015 were immaterial.
- 21 -
[Translation 2015]
Notes to Consolidated Balance Sheet
1. Accumulated Depreciation of Tangible Fixed Assets
635,793 million yen
2. Accumulated Reduction of Tangible Fixed Assets
The accumulated reduction from the acquisition cost of tangible fixed assets due to insurance benefits
for fire or other disaster loss, and subsidies or other benefits received from the government are 429
million yen and 949 million yen, respectively.
The breakdown of the accumulated reduction from the acquisition cost of tangible fixed assets is as
follows:
(Millions of yen)
Buildings and structures
508
Machinery, equipment, and vehicles
484
Furniture and fixtures
7
Land
377
3. Guarantee Liabilities
The Group guarantees employees’ loans from banks is as follows:
Employees (housing loans)
80 million yen
4. Assets in Unconsolidated Subsidiaries and Associated Companies
Investment securities (stock)
704 million yen
Notes to Consolidated Statement of Income
1. Gain on Insurance Settlement
Gain on insurance settlement represents the amounts of insurance benefits for the floods in Thailand net
deduction of the actual losses.
- 22 -
[Translation 2015]
2. Loss on Impairment of Fixed Assets
The Group recognized impairment loss on the following asset groups for the fiscal year ended March
31, 2015.
Use of Asset
Location
Account
Japan
Operating assets
China
Construction in progress
110
Furniture and fixtures
105
Machinery, equipment, and vehicles
37
Intangible fixed assets (excluding
goodwill)
16
Buildings and structures
5
Buildings and structures
785
Machinery, equipment, and vehicles
590
Furniture and fixtures
365
Construction in progress and others
177
Buildings and structures
1,677
Machinery, equipment, and vehicles
1,469
Furniture and fixtures
Germany
Construction in progress
Japan
Philippines
China and others
103
45
Intangible fixed assets (excluding
goodwill)
8
Machinery, equipment, and vehicles
115
Buildings and structures
72
Land
68
Furniture and fixtures and others
Idle assets
Amount
(Millions of yen)
1
Construction in progress
82
Machinery, equipment, and vehicles
19
Furniture and fixtures and others
2
Furniture and fixtures and others
14
Total
5,875
In recognizing impairment loss on fixed assets, for operating assets, the Group identifies asset groups
according to the units of management accounting for which revenue and expenditure are managed on
a continuous basis, and for idle assets, each property is deemed an asset group.
(Operating assets)
As the estimated future cash flows fell below the carrying amounts of the asset groups listed above due
to deterioration of the revenue environment, their carrying amounts were reduced to the recoverable
amounts, and the reduced amounts were recorded as “Loss on impairment of fixed assets” in
extraordinary losses.
The recoverable amounts were measured at their value in use and the discount rates used for
computation of the present value of future cash flows were 7.3 to 9.3%, or measured at their net selling
prices, which were based on the appraised value.
(Idle assets)
As the Group determined that the idle assets are unlikely to be used in the future, their carrying
amounts were reduced to the recoverable amounts, and the reduced amounts were recorded as “Loss
on impairment of fixed assets” in extraordinary losses.
- 23 -
[Translation 2015]
The recoverable amounts were measured at their net selling prices, which were based on a reasonable
estimation in consideration of market value.
3. Income Taxes for Prior Periods
Income taxes for prior periods consist of the additional tax paid according to a notice from the China
Taxation Bureau related to the transfer pricing taxation for the transactions between the Company and
its subsidiaries (ROHM ELECTRONICS DALIAN CO., LTD.).
Notes to Consolidated Statement of Changes in Equity
1. Number of Shares Issued as of March 31, 2015
Common stock
113,400,000 shares
2. Dividends
(1) Dividends paid
Class of
Stock
Total Amount of
Dividends
Dividend per
Share
Record Date
Effective Date
Ordinary General
Shareholders Meeting
held on June 27, 2014
Common
stock
3,234 million yen
30.00 yen
March 31, 2014
June 30, 2014
Meeting of the Board of
Directors held on
November 6, 2014
Common
stock
4,851 million yen
45.00 yen
September 30,
2014
December 5,
2014
(Resolution)
(2) Dividends for the fiscal year ended March 31, 2015, to be distributed after the end of the fiscal year
(Scheduled Resolution)
Class of
Stock
Total Amount of
Dividends
Source of
Dividends
Dividend
per Share
Record
Date
Effective
Date
Ordinary General
Shareholders Meeting
held on June 26, 2015
Common
stock
9,163 million yen
Retained
earnings
85.00 yen
March 31,
2015
June 29,
2015
Notes to Financial Instruments
1. Matters Relating to Financial Instruments
(1) Policy for financial instruments
The Group invests surplus funds in low-risk financial assets and uses derivatives only as a means to
hedge the foreign exchange risk of trade receivables. The Group does not engage in any speculative
transactions.
(2) Nature and extent of risks arising from financial instruments and risk management
Receivables, such as trade notes, trade accounts, and electronically recorded monetary claims, are
exposed to customer credit risk. Regarding the relevant risks, the Group controls due dates and the
receivable balances by customer pursuant to the internal rules of the Group and, at the same time,
promotes the early identification and reduction of bad debt risk due to financial deterioration. Foreign
currency trade receivables are exposed to market risks resulting from fluctuations in foreign currency
exchange rates. Such foreign exchange risks are partially hedged by forward foreign currency
contracts.
Securities and investment securities, such as stocks and bonds, are exposed to the risk of market
price fluctuations. The Group continually reviews the status of possessing such securities, monitoring
fair value, and the financial positions of issuers and others on a regular basis. The Group purchases
only highly rated bonds pursuant to the internal policy approved by the Board of Directors, thereby
minimizing its exposure to credit risks.
Payment terms of payables, such as trade notes, trade accounts, and electronically recorded
obligations, are primarily less than one year. These payables are exposed to liquidity risk and the
Group manages the risk by preparing and updating financing plans as appropriate.
The Group enters into derivative transactions pursuant to the internal policy approved by the Board
of Directors and reports the status of the derivative transactions once or more every half year to the
- 24 -
[Translation 2015]
Board of Directors. Furthermore, in order to reduce credit risks, the Group only conducts derivative
transactions with highly rated financial institutions.
(3) Supplemental information to fair value of financial instruments
Fair value of financial instruments is measured based on quoted market prices or those calculated by
other rational valuation techniques in case a quoted price is not available. Since variable factors are
incorporated to calculate this fair value, the use of different preconditions may change the value.
2. Fair Values of Financial Instruments
Carrying amount fair value, and differences thereof for financial instruments as of March 31, 2015, are
listed in the table below. Any financial instruments whose fair value is not readily determinable are not
included (see Note 2).
Carrying
Amount
280,756
76,721
2,132
(Millions of yen)
Fair Value
Difference
(1) Cash and deposits
280,756
(2) Notes and accounts receivable-trade
76,721
(3) Electronically recorded monetary claims
2,132
(4) Securities and investment securities
Available-for-sale securities
115,134
115,134
(5) Refundable income taxes
546
546
Total assets
475,291
475,291
(1) Notes and accounts payable-trade
11,764
11,764
(2) Electronically recorded obligations
8,026
8,026
(3) Accounts payable-other
19,282
19,282
(4) Income taxes payable
6,638
6,638
Total liabilities
45,711
45,711
(0)
(0)
Derivative transactions*
* Net credits and debits arising from derivative transactions are presented, and items that are wholly recognized as
net debits are presented in parentheses.
(Notes)
1. Methods for calculating fair values and matters relating to securities and derivative transactions
Assets
(1) Cash and deposits, (2) Notes and accounts receivable-trade, (3) Electronically recorded monetary claims,
and (5) Refundable income taxes
The carrying values of these assets approximate fair value because of their short maturities.
(4) Securities and investment securities
The fair value of securities and investment securities are measured at the quoted market price of the stock
exchange for equity instruments and at the quoted price obtained from financial institutions for certain debt
instruments.
Liabilities
(1) Notes and accounts payable-trade, (2) Electronically recorded obligations, (3) Accounts payable-other, and
(4) Income taxes payable
The carrying values of these liabilities approximate fair value because of their short maturities.
Derivative transactions
The fair value of derivatives is measured at the quoted price obtained from financial institutions.
2. Financial instruments whose fair values are not readily determinable
Category
Unlisted stocks
Rights under limited partnership agreements for investment
Stocks of unconsolidated subsidiaries and associated companies
(Millions of yen)
Carrying Amount
547
75
704
These financial instruments do not have quoted market prices and their fair values are not readily determinable.
Therefore, these financial instruments are excluded from “Assets (4) ’Securities and investment securities’.”
- 25 -
[Translation 2015]
3. Maturity analysis for financial assets and securities with contractual maturities
Due in
One Year
Cash and deposits
280,756
Notes and accounts receivable-trade
(Millions of yen)
Due after One Due after Five
Due after
Year through Years through
Ten Years
Five Years
Ten Years
-
76,721
-
-
-
2,132
-
-
-
Electronically recorded monetary claims
Securities and investment securities
Available-for-sale securities with contractual
maturities (Japanese government bonds, local
government bonds, etc.)
-
2
-
-
Available-for-sale securities with contractual
maturities (corporate bonds)
13,109
18,836
-
-
Available-for-sale securities with contractual
maturities (other)
29,850
-
-
1,167
546
-
-
-
403,116
18,838
-
1,167
Refundable income taxes
Total
Notes to Per Share Information
Equity per share
6,975.07 yen
Net income per share
420.15 yen
Significant Subsequent Event
(Acquisition of Treasury Stock)
At the Board of Directors meeting held on April 30, 2015, the Company resolved the acquisition of treasury
stock pursuant to Article 156 of the Companies Act applied in accordance with the terms of Article 165,
Paragraph 3 of the Companies Act, as described below.
(1) Reason for acquisition of treasury stock
The Company acquires treasury stock to enhance the return to shareholders and increase stock value.
(2) Details of acquisition
1) Type of shares to be acquired:
Common stock
2) Total number of shares to be acquired:
3) Total amount of acquisition price:
4) Period of acquisition:
5) Method of acquisition:
Up to 2.5 million shares
Up to 17 billion yen
From May 7, 2015 to July 31, 2015
Market transaction by discretionary account
- 26 -
[Translation 2015]
Independent Auditor’s Report on Consolidated Financial Statements (TRANSLATION)
INDEPENDENT AUDITOR’S REPORT
May 12, 2015
To the Board of Directors of
ROHM CO., LTD.:
Deloitte Touche Tohmatsu LLC
Designated Unlimited Liability Partner,
Engagement Partner,
Certified Public Accountant:
Yasuhiro Onishi
Designated Unlimited Liability Partner,
Engagement Partner,
Certified Public Accountant:
Tomoyuki Suzuki
Designated Unlimited Liability Partner,
Engagement Partner,
Certified Public Accountant:
Seiichiro Nakashima
Pursuant to the fourth paragraph of Article 444 of the Companies Act, we have audited the consolidated financial
statements, namely, the consolidated balance sheet as of March 31, 2015 of ROHM CO., LTD. (the "Company")
and its consolidated subsidiaries, and the related consolidated statements of income and changes in equity for the
fiscal year from April 1, 2014 to March 31, 2015, and the related notes.
Management’s Responsibility for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of these consolidated financial statements in
accordance with accounting principles generally accepted in Japan, and for such internal control as management
determines is necessary to enable the preparation of consolidated financial statements that are free from material
misstatement, whether due to fraud or error.
Auditor’s Responsibility
Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We
conducted our audit in accordance with auditing standards generally accepted in Japan. Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial
statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the
consolidated financial statements. The procedures selected depend on the auditor's judgment, including the
assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or
error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation
and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate
in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal
control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness
of accounting estimates made by management, as well as evaluating the overall presentation of the consolidated
financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit
opinion.
Audit Opinion
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the
financial position of the Company and its consolidated subsidiaries as of March 31, 2015, and the results of their
operations for the year then ended in accordance with accounting principles generally accepted in Japan.
Interest
Our firm and the engagement partners do not have any interest in the Company for which disclosure is required
under the provisions of the Certified Public Accountants Act.
The above represents a translation, for convenience only, of the original report issued in the Japanese language.
- 27 -
[Translation 2015]
Nonconsolidated Balance Sheet
As of March 31, 2015
Accounts
Amount
Accounts
(Assets)
Current assets
Cash and deposits
Notes receivable-trade
Accounts receivable-trade
(Millions of yen)
Amount
(Liabilities)
245,222
Current liabilities
91,498
Accounts payable-trade
703
70,303
Electronically recorded monetary
77,150
46,954
Electronically recorded obligations
8,009
Accounts payable-other
8,579
Accrued expenses
8,873
Income taxes payable
3,876
claims
2,132
Securities
27,248
Deposits received
742
Merchandise and finished products
15,223
Other
114
Work in process
3,230
Raw materials and supplies
4,243
Prepaid expenses
Long-term liabilities
360
2,172
8,890
Deferred tax assets
5,606
Deferred tax liabilities
Short-term loans receivable
1,817
Liability for retirement benefits
Accounts receivable-other
Other
20,122
11,771
Other long-term liabilities
Asset retirement obligations
692
15
2,731
Total liabilities
Fixed assets
303,568
Tangible fixed assets
Buildings
Machinery and equipment
Vehicles
(Equity)
63,941
12,933
Structures
Shareholders' equity
Land
Common stock
86,969
3,593
Capital surplus
97,253
Additional paid-in capital
924
Retained earnings
39,167
Construction in progress
Intangible fixed assets
33
Patents
462
Other
Investments and other assets
Investment securities
Legal reserve
6,947
2,730
Goodwill
Software
435,556
372
2
Furniture and fixtures
88,922
Other retained earnings
97,253
301,474
2,464
299,009
Reserve for research and
development
1,500
Reserve for losses of overseas
2,212
investments
20
22
236,896
Other reserve
243,500
Retained earnings carried forward
72,390
Treasury stock
53,989
(50,141)
Investment in subsidiaries and
associated companies
119,675
Long-term loans receivable
32,154
Long-term prepaid expenses
Prepaid pension cost
Other
6,194
Valuation and translation adjustments
2,507
15,970
Allowance for doubtful accounts
Total assets
24,312
Unrealized gain on available-for-
(11,996)
sale securities
548,790
Total equity
459,868
Total liabilities and equity
548,790
(Note) In the figures above, amounts less than one million yen are rounded down to the nearest unit.
- 28 -
24,312
[Translation 2015]
Nonconsolidated Statement of Income
From April 1, 2014 to March 31, 2015
(Millions of yen)
Accounts
Amount
Net sales
313,498
Cost of sales
254,170
Gross profit
59,328
Selling, general and administrative expenses
53,620
Operating income
5,707
Nonoperating income
Interest and dividend income
32,271
Foreign currency exchange gain
14,071
Technical advisory fees
7,819
Reversal for doubtful accounts
494
Other
2,578
57,235
Nonoperating expenses
Commission fees
1,793
Taxes and dues
1,321
Other
116
Ordinary income
3,231
59,711
Extraordinary gains
Gain on sale of fixed assets
319
319
Extraordinary losses
Loss on sale and disposal of fixed assets
574
Loss on impairment of fixed assets
89
Loss on valuation of investment securities
Loss on valuation of investment in subsidiaries and
associated companies
Income before income taxes
Income taxes-current
2
23,109
23,775
36,255
6,106
Income taxes-deferred
(6,550)
Net Income
(444)
36,700
(Note) In the figures above, amounts less than one million yen are rounded down to the nearest unit.
- 29 -
[Translation 2015]
Nonconsolidated Statement of Changes in Equity
From April 1, 2014 to March 31, 2015
(Millions of yen)
Shareholders’ Equity
Capital Surplus
Common
Stock
Balance at the beginning of
the year
86,969
Additional
Paid-in Capital
97,253
Retained Earnings
Total
Capital
Surplus
Other Retained Earnings
Reserve for
Reserve for
Losses of
Other
Research and
Overseas
Reserve
Development
Investments
Legal
Reserve
97,253
2,464
1,500
28
243,500
24,469
271,962
897
897
25,366
272,859
Cumulative effect of
changes in accounting
policy
Balance as restated
86,969
97,253
97,253
2,464
1,500
28
243,500
Treasury
Stock
Total
Retained
Earnings
Retained
Earnings
Carried
Forward
(50,125)
Total
Shareholders'
Equity
406,060
897
(50,125)
406,957
Changes in the year
Provision of reserve for
losses of overseas
investments
0
(0)
-
-
Reversal of reserve for
losses of overseas
investments
(8)
8
-
-
Dividends
(8,085)
(8,085)
(8,085)
Net income
36,700
36,700
36,700
Purchase of treasury stock
(15)
(15)
Net changes in items other
than shareholders' equity
Total changes in the year
Balance at the end of the year
-
-
-
-
-
(8)
-
28,623
28,614
(15)
28,598
86,969
97,253
97,253
2,464
1,500
20
243,500
53,989
301,474
(50,141)
435,556
Valuation and Translation
Adjustments
Unrealized
Gain on
Available-for
-sale
Securities
Balance at the beginning of
the year
13,264
Total
Valuation
and
Translation
Adjustments
13,264
Cumulative effect of
changes in accounting
policy
Balance as restated
Total
Equity
419,324
897
13,264
13,264
420,221
Changes in the year
Provision of reserve for
losses of overseas
investments
-
Reversal of reserve for
losses of overseas
investments
-
Dividends
(8,085)
Net income
36,700
(15)
Purchase of treasury stock
Net changes in items other
than shareholders' equity
11,047
11,047
11,047
Total changes in the year
11,047
11,047
39,646
Balance at the end of the year
24,312
24,312
459,868
(Note) In the figures above, amounts less than one million yen are rounded down to the nearest unit.
- 30 -
[Translation 2015]
Notes to Nonconsolidated Financial Statements
Significant Accounting Policies
1. Basis and Method for Valuation of Assets
(1) Basis and Method for Valuation of Securities
Investment securities in subsidiaries and associated companies are stated at cost determined by the
moving-average method. Marketable securities classified as available-for-sale securities are stated at fair
value (based on market prices, etc., at the balance sheet date), with unrealized gains and losses reported
as a separate component of equity. The cost of available-for-sale securities sold is principally determined
based on the moving-average method. Nonmarketable securities are stated at cost determined by the
moving-average method.
(2) Basis and Method for Valuation of Inventories
Merchandise, finished products, work in process, and raw materials are stated at cost determined by the
moving-average method. Supplies are stated at cost determined by the last purchase cost method.
(Carrying amount in the balance sheet is calculated net of any write-downs due to decreased profitability.)
2. Depreciation of Fixed Assets
(1) Tangible fixed assets
Depreciation of tangible fixed assets is computed by the declining-balance method, while the
straight-line method is applied to buildings (excluding fixtures) acquired on and after April 1, 1998.
The estimated useful life of buildings is mainly 3 to 50 years and that of machinery and equipment is
mainly 2 to 8 years.
(2) Intangible fixed assets
Amortization of intangible fixed assets is computed by the straight-line method.
Software for internal use is computed using the straight-line method over the estimated useful life
(mainly 5 years).
3. Basis for Significant Allowances
(1) Allowance for doubtful accounts
In order to account for losses on doubtful accounts, an allowance for ordinary receivables is
determined based on past actual loss ratios, and the allowance for certain identified doubtful accounts
is determined based on individually estimated collectibility.
(2) Liability for retirement benefits
Liability for retirement benefits is stated based on the projected benefit obligations and plan assets at
the balance sheet date.
In calculating the projected benefit obligation, a benefit formula basis is utilized to attribute expected
retirement benefit to periods up to the balance sheet date.
Actuarial gains and losses arising in the current year are amortized on a straight-line basis,
commencing in the following year, over a certain period (10 years) within the average remaining
service period of employees for each fiscal year in which actuarial gains or losses arose.
Past service cost is amortized on a straight-line basis over a certain period (10 years) within the
average remaining service period of employees for each fiscal year in which past service cost arose.
- 31 -
[Translation 2015]
4. Other Significant Conditions in Preparing Nonconsolidated Financial Statements
(1) Translation of Foreign Currencies
All monetary receivables and payables denominated in foreign currencies, unless hedged by forward
exchange contracts, are translated into Japanese yen at the exchange rates at the balance sheet date,
and the foreign exchange gains and losses from translation are recognized in the nonconsolidated
statement of income.
(2) Hedge Accounting
1) Hedge accounting
Accounts receivable denominated in foreign currencies for which foreign exchange forward contracts
are used to hedge the foreign currency fluctuations are translated at the contracted rate.
2) Hedging instruments and hedged items
Hedging instruments and hedged items are as follows:
(Hedging instruments)
Foreign exchange forward contracts
(Hedged items)
Accounts receivable in foreign currencies
3) Hedging policy
The Company uses derivative financial instruments only as a means to hedge foreign currency
exchange risks.
4) Evaluation of hedge effectiveness
The Company evaluates hedge effectiveness by assessing the conditions of the hedging transactions
for the derivative financial instruments and hedged items in each transaction.
(3) Accounting for retirement benefits
Accounting treatments for unrecognized actuarial gains and losses and unrecognized past service
costs in the nonconsolidated financial statements are different from those in the consolidated financial
statements.
(4) Accounting for consumption taxes
Transactions subject to consumption taxes are accounted for by the tax excluded method.
Notes to Changes in Accounting Policy
Effective April 1, 2014, the Company adopted Accounting Standard Board of Japan (ASBJ) Statement No.
26 “Accounting Standard for Retirement Benefits” (the Standard) and ASBJ Guidance No. 25 “Guidance on
Accounting Standard for Retirement Benefits” dated May 17, 2012 (the Guidance). The Company changed
the method of attributing expected benefit to periods from a straight-line basis to a benefit formula basis, and
changed the method of determining discount rate from using the period approximate to the expected average
remaining service period to using a single weighted average discount rate reflecting the estimated timing and
amount of benefit payment.
In adopting the Standard and the Guidance, the Company accounted for the effects of the changes in
accounting policies on benefit obligation and service cost within retained earnings carried forward in
accordance with paragraph 37 of the Standard.
As the result, prepaid pension cost increased by 1,914 million yen, liability for retirement benefits increased
by 338 million yen and retained earnings carried forward increased by 897 million yen at the beginning of the
fiscal year ended March 31, 2015.
Also, equity per share increased by 8.32 yen.
The impact of these changes on operating income, ordinary income and income before income taxes for
the fiscal year ended March 31, 2015 were immaterial.
- 32 -
[Translation 2015]
Notes to Nonconsolidated Balance Sheet
1. Accumulated Depreciation of Tangible Fixed Assets
96,741 million yen
2. Accumulated Reduction of Tangible Fixed Assets
The accumulated reduction from the acquisition cost of tangible fixed assets due to fire and other
insurance benefit, and subsidies or others received from government is 163 million yen and 390 million
yen, respectively.
The breakdown of the accumulated reduction from the acquisition cost of tangible fixed assets is as
follows:
(Millions of yen)
180
7
365
Buildings
Furniture and fixtures
Land
3. Guarantee Liabilities
The Company guarantees the following subsidiaries’ liabilities are as follows:
(Millions of yen)
ROHM HAMAMATSU CO., LTD.
269
KIONIX, INC.
295
SICRYSTAL AG
132
4. Receivables from and Payables to Subsidiaries and Associated Companies
(Millions of yen)
Short-term receivables from subsidiaries and associated companies
64,635
Long-term receivables from subsidiaries and associated companies
31,779
Short-term payables to subsidiaries and associated companies
44,129
Notes to Nonconsolidated Statement of Income
1. Transactions with Subsidiaries and Associated Companies
Operating transactions
Nonoperating transactions
(Millions of yen)
Net sales
224,721
Purchase and subcontract processing
219,985
Other operating expenses
6,511
Nonoperating income
10,460
Nonoperating expenses
1,794
Sale of assets
17,740
Purchase of assets
1,563
2. Loss on Valuation of Investment in Subsidiaries and Associated Companies
The main component of the valuation loss is a write-down of the investment in ROHM U.S.A., INC.,
which is a consolidated subsidiary of the Company, amounting to 23,099 million yen.
- 33 -
[Translation 2015]
3. Loss on Impairment of Fixed Assets
The Company recognized impairment loss on the following asset groups for the fiscal year ended March 31,
2015.
Use of Asset
Idle assets
Location
Account
Amount
(Millions of yen)
Land
68
Machinery and equipment
13
Kyoto and others
Buildings
5
Furniture and fixtures
2
Total
89
In recognizing impairment loss on fixed assets, for operating assets, the Company identifies asset groups
according to the units of management accounting for which revenue and expenditure are managed on a
continuous basis, and for idle assets, each property is deemed an asset group.
As the Company determined that the idle assets are unlikely to be used in the future, their carrying
amounts were reduced to the recoverable amounts, and the reduced amounts were recorded as “Loss on
impairment of fixed assets” in extraordinary losses.
The recoverable amounts were measured at their net selling prices, which were based on a reasonable
estimation in consideration of market value.
Notes to Nonconsolidated Statement of Changes in Equity
Type and number of treasury stock as of March 31, 2015
Common stock
5,596,799 shares
Notes to Tax Effect Accounting
The breakdown of major temporary differences that resulted in deferred tax assets and liabilities is as
follows:
Deferred tax assets
Securities
Inventories
Depreciation
Accrued enterprise tax
Accrued expenses
Liability for retirement benefits
Allowance for doubtful accounts
Tax credits for research and
development expenses
Loss on impairment of fixed assets
Other
Subtotal
Valuation allowance
Total
Deferred tax liabilities
Prepaid pension cost
Unrealized gain on
available-for-sale securities
Other
Total
(Millions of yen)
26,587
3,136
792
566
2,823
223
3,856
772
2,226
225
41,211
(33,057)
8,153
(807)
(10,602)
(28)
(11,437)
Net deferred tax liabilities
(3,284)
- 34 -
[Translation 2015]
Notes to Related Party Transactions
Type
Company Name
ROHM TSUKUBA
CO., LTD.
LAPIS
SEMICONDUCTOR
CO., LTD.
Subsidiaries
ROHM ELECTRONICS
PHILIPPINES, INC.
ROHM INTEGRATED
SYSTEMS (THAILAND)
CO., LTD.
Voting
Right
Ratio
by
ROHM
Relationship
100%
-
Amount of
Transaction
(Millions of yen)
Transaction
Lending of funds *1
-
Account
Long-term loans
receivable
*5
Accounts
receivable-other
100%
Products supplier
for ROHM
Purchase of
products and *2
others
Processing
100% subcontractor
for ROHM
Product
processing by
contract
Processing
100% subcontractor
for ROHM
Product
processing by
contract
*3
*3
36,980
33,963
37,395
Year-End
Balance
(Millions of yen)
10,700
654
Accounts
payable-trade
3,472
Accounts
payable-other
77
Accounts
receivable-other
Accounts
payable-trade
Accounts
payable-other
Accounts
receivable-other
Accounts
payable-trade
Accounts
payable-other
5,969
10,981
15
3,936
10,048
81
Short-term loans
receivable
1,248
Long-term loans
receivable
10,162
32,932
Accounts
receivable-trade
5,986
*4
66,010
Accounts
receivable-trade
10,670
*4
30,724
Accounts
receivable-trade
8,331
ROHM
SEMICONDUCTOR
(CHINA) CO., LTD.
Processing
100% subcontractor
for ROHM
ROHM
SEMICONDUCTOR
KOREA CORPORATION
100%
Wholesaler of
Product sales
ROHM products
*4
ROHM
SEMICONDUCTOR
(H.K.) CO., LTD.
100%
Wholesaler of
Product sales
ROHM products
ROHM
SEMICONDUCTOR
TAIWAN CO., LTD.
100%
Wholesaler of
Product sales
ROHM products
Lending of funds *1
-
Terms and conditions of transactions and decision policies for them
(Notes) * The subsidiaries listed above do not have voting rights to the Company.
*1. Economically reasonable interest rates based on market interest rates are applied for the loan receivables.
*2. Purchase prices are determined in consideration of the market prices of products.
*3. Purchase prices are determined in consideration of the market prices of products and subsidiaries ’ process
costs.
*4. Terms and conditions for product sales are determined based on those generally used for transactions with
third parties.
*5. Regarding the long-term loans receivable to ROHM TSUKUBA CO., LTD., 9,752 million yen is recorded as
“Allowance for doubtful accounts.” 126 million yen is recorded as “Provision for doubtful accounts” for the fiscal
year ended March 31, 2015.
Notes to Per Share Information
Equity per share
Net income per share
4,265.81 yen
340.43 yen
- 35 -
[Translation 2015]
Significant Subsequent Event
(Acquisition of Treasury Stock)
At the Board of Directors meeting held on April 30, 2015, the Company resolved the acquisition of treasury
stock pursuant to Article 156 of the Companies Act applied in accordance with the terms of Article 165,
Paragraph 3 of the Companies Act, as described below.
(1) Reason for acquisition of treasury stock
The Company acquires treasury stock to enhance the return to shareholders and increase stock value.
(2) Details of acquisition
1) Type of shares to be acquired:
Common stock
2) Total number of shares to be acquired:
3) Total amount of acquisition price:
4) Period of acquisition:
5) Method of acquisition:
Up to 2.5 million shares
Up to 17 billion yen
From May 7, 2015 to July 31, 2015
Market transaction by discretionary account
- 36 -
[Translation 2015]
Independent Auditor’s Report on Nonconsolidated Financial Statements (TRANSLATION)
INDEPENDENT AUDITOR’S REPORT
May 12, 2015
To the Board of Directors of
ROHM CO., LTD.:
Deloitte Touche Tohmatsu LLC
Designated Unlimited Liability Partner,
Engagement Partner,
Certified Public Accountant:
Yasuhiro Onishi
Designated Unlimited Liability Partner,
Engagement Partner,
Certified Public Accountant:
Tomoyuki Suzuki
Designated Unlimited Liability Partner,
Engagement Partner,
Certified Public Accountant:
Seiichiro Nakashima
Pursuant to the first item, second paragraph of Article 436 of the Companies Act, we have audited the financial
statements, namely, the nonconsolidated balance sheet as of March 31, 2015 of ROHM CO., LTD. (the
"Company"), and the related nonconsolidated statements of income and changes in equity for the 57th fiscal year
from April 1, 2014 to March 31, 2015, and the related notes and the accompanying supplemental schedules.
Management’s Responsibility for the Financial Statements
Management is responsible for the preparation and fair presentation of these financial statements and the
accompanying supplemental schedules in accordance with accounting principles generally accepted in Japan, and
for such internal control as management determines is necessary to enable the preparation of financial statements
and the accompanying supplemental schedules that are free from material misstatement, whether due to fraud or
error.
Auditor’s Responsibility
Our responsibility is to express an opinion on these financial statements and the accompanying supplemental
schedules based on our audit. We conducted our audit in accordance with auditing standards generally accepted in
Japan. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements and the accompanying supplemental schedules are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the
financial statements and the accompanying supplemental schedules. The procedures selected depend on the
auditor's judgment, including the assessment of the risks of material misstatement of the financial statements and
the accompanying supplemental schedules, whether due to fraud or error. In making those risk assessments, the
auditor considers internal control relevant to the entity's preparation and fair presentation of the financial
statements and the accompanying supplemental schedules in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the
entity's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the
reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of
the financial statements and the accompanying supplemental schedules.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit
opinion.
Audit Opinion
In our opinion, the financial statements and the accompanying supplemental schedules referred to above present
fairly, in all material respects, the financial position of the Company as of March 31, 2015, and the results of its
operations for the year then ended in accordance with accounting principles generally accepted in Japan.
Interest
Our firm and the engagement partners do not have any interest in the Company for which disclosure is required
under the provisions of the Certified Public Accountants Act.
The above represents a translation, for convenience only, of the original report issued in the Japanese language and "the
accompanying supplemental schedules" referred to in this report are not included in the attached financial documents.
- 37 -
[Translation 2015]
Certified Copy of the Board of Company Auditors Report (Translation)
Report of the Board of Company Auditors
The Board of Company Auditors, based on the audit reports prepared by and the discussions held with each of the
Company Auditors regarding the execution of their duties as Directors of the Company for the 57 th fiscal year from April 1,
2014 to March 31, 2015, has prepared this audit report and hereby reports as follows;
1. Auditing Methods and Contents of the Company Auditors and the Board of Company Auditors
The Board of Company Auditors has established the auditing policies, allocation of duties and other relevant matters, and
received reports from each Company Auditor regarding their execution of audits and results thereof, as well as reports from
the Directors and other officers, and the independent auditors of the Company regarding the execution of their duties, and
requested necessary explanations.
Each Company Auditor has complied with the auditing standards for Company Auditors established by the Board of
Company Auditors, followed the auditing policies, allocation of duties and other relevant matters, communicated with the
Directors, the internal auditing division of the Company and other officers, made efforts to establish the environment for
collecting information and auditing, and attended meetings of the Board of Directors and other important meetings, received
reports from the Directors and other officers regarding the execution of their duties as Directors and officers of the Company,
requested necessary explanations, examined important internal documents with appropriate approvals, made reviews of
operations and conditions of assets of the head office and major business offices. In addition, as well as the resolution of
the Board of Directors in the Business Report regarding the organization of the following systems, the Company Auditors
have audited the systems established to ensure that the execution of duties of the Directors shall be in compliance with
laws and regulations and the Articles of Incorporation, and the systems established to ensure that the operations shall be
conducted appropriately (Internal Control System). With respect to the Basic Policies related to the Company’s Ownership
Control in the Business Report, the Company Auditors have reviewed the discussions of the Board of Directors and
examined the contents. The Company Auditors have also communicated and exchanged information with the directors and
the company auditors of the Company’s subsidiaries, received the business reports regarding their operations and
conditions of assets. Based on the above methods, the Company Auditors have examined the Business Report and the
accompanying supplemental schedules for this fiscal year.
In addition, the Company Auditors have audited whether the independent auditors of the Company have maintained their
independence and carried out their audits in an appropriate manner, and received reports regarding the execution of their
duties from and requested necessary explanations of the independent auditors of the Company. The Company Auditors
have also received notification from the independent auditors of the Company that they have taken steps to improve the
“System for ensuring that duties are performed properly” (matters set forth in each item of Article 131 of the Company
Accounting Regulations) in compliance with the “Quality Management Standards Regarding Audits” (Business Accounting
Council, October 28, 2005) and other relevant standards, and have requested necessary explanations. Based on the above
methods, the Company Auditors have examined the nonconsolidated financial statements (nonconsolidated balance sheet,
nonconsolidated statement of income, nonconsolidated statement of changes in equity, and notes to nonconsolidated
financial statements) and the accompanying supplemental schedules, and consolidated financial statements (consolidated
balance sheet, consolidated statement of income, consolidated statement of changes in equity, and notes to consolidated
financial statements) for this fiscal year.
2. Results of Audit
(1) Results of Audit of Business Report
1) The Business Report and the supplemental schedules are recognized as being in accordance with laws and
regulations and the Articles of Incorporation and as properly indicating the conditions of the Company.
2) With respect to the execution of the duties of the Directors, no misconduct or material facts that violate laws and
regulations or the Articles of Incorporation are recognized.
3) The content of the resolution by the Board of Directors regarding Internal Control Systems is appropriate, and, in this
connection, there are no matters that ought to be pointed out with respect to the content of the Business Report and
the execution of duties of the Directors.
4) With respect to the Basic Policies related to the Company’s Ownership Control in the Business Report, there are no
matters that ought to be pointed out.
(2) Results of Audit of Nonconsolidated Financial Statements and the Accompanying Supplemental Schedules
The auditing methods and results of the independent auditors, Deloitte Touche Tohmatsu LLC, are recognized as being
adequate.
(3) Results of Audit of Consolidated Financial Statements
The auditing methods and results of the independent auditors, Deloitte Touche Tohmatsu LLC, are recognized as being
adequate.
May 14, 2015
Board of Company Auditors
ROHM CO., LTD.
Company Auditor (Full-time)
Yoshiaki Shibata (Seal)
Company Auditor (Full-time)
Hideo Iwata (Seal)
Company Auditor
Yasuhito Tamaki (Seal)
Company Auditor
Shinya Murao (Seal)
Company Auditor
Haruo Kitamura (Seal)
Note: All of the five Company Auditors are the outside Company Auditors as provided in Article 2, Item 16 and Article 335,
Paragraph 3 of the Companies Act.
- 38 -
[Translation 2015]
REFERENCE MATERIALS FOR THE EXERCISE OF VOTING RIGHTS
Proposal 1:
Appropriation of Dividends of Surplus for the 57th Fiscal Year
Concerning the appropriation and year-end dividends of surplus, ROHM plans to pay out as specified below,
in thorough consideration of relevant factors, including the results of the year ended March 31, 2015,
financial forecasts, and future fund demands for investment in business to improve our corporate value.
Accordingly, the total dividend for the year is 130 yen per share, including the interim dividend of 45 yen.
(1) Type of assets distributed: Cash
(2) Distribution of dividends of surplus and total distributed amount:
Distribution of each common share of the Company
Total amount distributed
85 yen
9,163,272,085 yen
(3) Date when the distribution takes effect: June 29, 2015
Proposal 2: Election of ten (10) Directors
The terms of office for all current directors expire at the closing of this Ordinary General Shareholders
Meeting. It is proposed that ten (10) directors be elected.
The candidates for the directors are as follows:
(* New Candidate)
No.
1
2
Name
(Date of Birth)
Satoshi Sawamura
Profile, Experienced Positions and Duties, at the Company, and
Important Duties outside the Company
Aug. 1977
Joined the Company
Jun. 2005
Director of the Company,
General Manager of Global Sales Headquarters and
(Mar. 6, 1950)
5,000
Western Japan Sales Headquarters
Apr. 2010
President (Representative Director) (Current Position)
Sep. 1983
Joined the Company
Jun. 2009
Director of the Company,
General Manager of Eastern Japan Sales
Tadanobu Fujiwara
(Oct. 1, 1953)
Number
of ROHM
Shares
Held
Headquarters
Feb. 2013
2,500
Director of the Company,
General Manager of Japanese Sales Headquarters
(Current Position)
3
Eiichi Sasayama
Feb. 1982
Joined the Company
Jun. 2007
Director of the Company,
(Dec. 2, 1956)
General Manager of Accounting & Finance
3,500
Headquarters (Current Position)
4
Isao Matsumoto
(Jan. 25, 1961)
Apr. 1985
Joined the Company
Jun. 2013
Director of the Company,
General Manager of LSI Production Headquarters
1,100
(Current Position)
5
Katsumi Azuma
(Nov. 10, 1964)
Apr. 1989
Joined the Company
Jun. 2013
Director of the Company,
General Manager of Discrete Production Headquarters
Feb. 2014
Director of the Company,
General Manager of Discrete Module Production
Headquarters (Current Position)
- 39 -
1,500
[Translation 2015]
No.
6
Name
(Date of Birth)
Masahiko Yamazaki
(Jul. 27, 1959)
Profile, Experienced Positions and Duties, at the Company, and
Important Duties outside the Company
Mar. 1982
Joined the Company
Jun. 2010
Director of the Company,
Number
of ROHM
Shares
Held
General Manager of Administrative Headquarters
Nov. 2014
Director of the Company,
4,800
General Manager of Administrative Headquarters,
General Manager of CSR Headquarters
(Current Position)
Nov. 1995
Chairman of the Board of Trustees, The Ritsumeikan
Trust
7
Hachiro Kawamoto
(Oct. 18, 1934)
Apr. 2007
Senior Advisor and Trustee, The Ritsumeikan Trust
Jun. 2008
Director of the Company (Current Position)
Jul. 2008
Advisor of The Ritsumeikan Trust
Apr. 2013
Honorary Executive of The Ritsumeikan Trust
1,000
(Current Position)
May. 2013
Honorary Advisor of The Ritsumeikan Trust
(Current Position)
8
Koichi Nishioka
(May 11, 1946)
Apr. 1971
Reporter working at the Editorial Office of Nikkei, Inc.
Mar. 1991
Editorial Writer & Member of Nikkei, Inc.
Apr. 2003
Columnist of Nikkei, Inc.
Apr. 2008
Professor of Senshu University (Current Position) and
0
Visiting Columnist of Nikkei, Inc.
9
10
*Masaki Sakai
(Oct. 21, 1960)
*Jun Iida
(Mar. 7, 1966)
Jun. 2011
Director of the Company (Current Position)
May. 1988
Joined the Company
Apr. 2014
General Manager of Euro-American Sales Headquarters
813
(Current Position)
Aug. 1992
Joined the Company
Feb. 2015
General Manager of LSI Product Development
658
Headquarters (Current Position)
(Notes) 1. There are no special relationships of interest between the candidates and the Company
2. Hachiro Kawamoto and Koichi Nishioka are candidates for the position of Outside Director of the Company and
the Company has designated them as Independent Directors pursuant to the rules of the Tokyo Stock
Exchange, and reported that information to the Exchange.
3. Pursuant to Article 427, Paragraph 1 of the Companies Act and the Articles of Incorporation of the Company,
the Company has entered into contracts with Hachiro Kawamoto and Koichi Nishioka that limit their liabilities
specified in Article 423, Paragraph 1 of the Companies Act to the minimum liability amount as specified in
Article 425, Paragraph 1 of the Companies Act. If their reelections are approved, the Company will continue the
contracts with them.
4. Each candidate Outside Director is introduced as follows:
(1) Hachiro Kawamoto is recommended as an Outside Director because the Company is certain that he will
contribute to the Company in terms of management and other issues by sharing broad-based insight and
rich experience gained from longtime involvement in the management of an educational institution. As of the
closing of this General Meeting, his term of office as an Outside Director will reach seven years.
(2) Koichi Nishioka is recommended as an Outside Director because the Company is certain that he will
contribute to the Company in terms of management and other issues by sharing broad-based insight and rich
experience as a longtime economic press reporter. As of the closing of this General Meeting, his term of
office as an Outside Director will reach four years.
For further information, please visit: http://www.rohm.com/web/global/investor-relations
― End ―
- 40 -
Was this manual useful for you? yes no
Thank you for your participation!

* Your assessment is very important for improving the work of artificial intelligence, which forms the content of this project

Download PDF

advertisement