Risk Management
Our Group defines risk as uncertain events that may directly or indirectly impact its operations or business activities and has established a Risk Management Committee, which reports directly to the President and Chief Executive Officer, to properly provide guidance on risk management, of which chief risk management officer is the Representative Director, Chairman CEO. The Risk Management Committee attempts to predict and classify tangible risks, and remains vigilant against such risks. In the unlikely event that an incident occurs, a management headquarters and local countermeasures office will be established according to the severity category of the circumstances as defined in the MinebeaMitsumi Group Basic Rules for Risk Management to respond rapidly and effectively to the situation.
Further, the Risk Management Committee has established a system under which, depending on the nature of the risk, a supervisory division can be appointed to handle a situation to draft and implement risk prevention measures. The Risk Management Committee reports to the Board of Directors on matters of risk management.
Based on the identification and assessment of risks by the supervising department and the Risk Management Committee, our Group recognizes a variety of risks and uncertainties, both internal and external, that have the potential to affect its operating results and/or financial position. The main risks and the actions our Group has taken to address them are provided here. The main future risks and responses to them mentioned in this document are those recognized by our Group as of the end of the current fiscal year. Not all risks are covered here. There may be some risks that are unforeseeable at this time.
External environment
① Risk related to natural and other disasters
Damages or reduced operations at the operational bases of our Group or its suppliers arising from natural disasters such as typhoons, earthquakes, floods, volcanic eruptions, fires and other accidents, or the spread of new infectious diseases could impact our Group's operating results and financial position.
In response, our Group tracks risks using the results of hazard maps, risk surveys, etc. about natural disasters at each base, and implements suppliers mapping, stockpiling, disaster prevention drills, etc. during normal times. Additionally, the headquarters (Risk Management Committee) and each base work closely together to further strengthen the crisis management system.
In addition, in the event of a large-scale natural disaster (including a new infectious disease, etc.), the financial markets could be temporarily disrupted.
To prepare for this, the Group endeavors to keep a long-term funding procurement and to maintain close cooperation with financial institutions that it transacts with in normal times.
② Latent risk related to operations overseas
Our Group has 126 manufacturing and R&D facilities and 101 sales facilities in 28 countries and regions, including regions where there are risks of unexpected changes to laws or regulations, large-scale labor disputes, acts of terrorism, war, or other occurrences that could disrupt social order.
In response, our Group has established crisis management manuals for our overseas bases and are working to enhance our preparation for unexpected situations. At the same time, our Group coordinates closely with the relevant authority in each country and region and work to ensure the safety of the companies and employees in the event of an emergency. In addition, our Group is working on gaining recognition as a community-based company not only from the relevant authorities but also from local residents by actively engaging in social contribution activities in each area.
With a diverse business portfolio and global production bases that complement each other, our Group has established a risk diversification system that can maintain revenue even during environmental changes.
③ Risk associated with exchange rate fluctuation
Sudden and unpredictable fluctuations in the currencies may impact our Group's operating results and financial position because a significant portion of our Group's consolidated net sales and production occur outside Japan. For this reason, our Group has entered into currency exchange contracts based on pre-established rules to hedge against the risk of sudden changes of currency exchange rates in the future.
④ Risk associated with sudden changes in market environment and low-priced competition
The principal markets for our Group's products, including those for PCs and peripheral equipment, information and telecommunications equipment, household electrical appliances, automobiles, and aircraft parts, are intensely competitive both in and outside of the country and are subject to significant fluctuations in demand. A sudden decline in demand or price competition from low-priced products made overseas could impact our Group's operating results and financial position.
For this reason, our Group has established a management strategy of reinforcing core businesses, diversified niches (Eight Spears), and generating synergy through the integration. Under this strategy, our Group strengthen credit management by such means as avoiding the risk of relying too much on individual customers as much as possible and negotiating maintenance activities with suppliers that have questionable credit. At the same time, our Group addresses the risk of changes in the market environment and low-price competition by focusing on creating one-of-a-kind, high value-added products that do not get caught up in price competition.
⑤ Risk related to raw materials procurement and logistics
Our Group procures various raw materials from suppliers and outsources the storage and transportation of products to logistics providers. Damages, pandemics, bankruptcies, capacity reductions, strikes, accidents, illegal activities, etc. at suppliers or logistics providers may disrupt our Group's supply and have a significant impact on the Group's production and sales activities.
Our Group has established rules for procurement and logistics divisions as a countermeasure for this risk, and it is working to secure a stable supply chain and reduce risk by diversifying and consolidating suppliers and logistics providers as appropriate. In addition, in order to build healthy partnerships with our suppliers, our Group has established a Basic Procurement Policies. Our Group starts a new business relationship after confirming that the supplier agrees with our Group's thinking on material procurement and is capable of maintaining ongoing trade, observing our Group's procedures and standards related to chemical substances contained in our Group's products, and consenting to the MinebeaMitsumi Group CSR Procurement Guidelines and conducting continuous and stable business.
⑥ Risk related to disputes over intellectual property and flooding of the market with counterfeit products (knock-offs)
There is a risk that a third party may bring a lawsuit against our Group in relation to its products for infringement of intellectual property rights. In addition, were counterfeits of our Group's products to be distributed, it could impact our Group's sales and harm our brand or credibility.
Our Group is responding to these risks as follows. In order to reduce the risk of lawsuits related to infringement of intellectual property rights, our Group researches the intellectual property rights of other companies during the development and design stage and avoids or eliminates intellectual property rights that could present a problem. Furthermore, our Group has registered our Group's trademarks with customs and has established a system for monitoring the distribution of counterfeit products. It also actively acquires intellectual property rights for its newly developed products. The Patent Committee manages and implements the above actions as appropriate.
⑦ Legal risk
As our Group engages in a wide range of business activities in Japan and overseas, serious disputes and lawsuits could potentially arise between it and its customers, consumers, suppliers, competitors, governments and others in relation to contract violations, illegal activities, or other matters.
Our Group has established Guideline for Consultations with the Legal Department in order to prevent serious disputes and lawsuits. Important management matters and contracts requiring legal review must be brought to the Legal Division in Japan and overseas beforehand. In addition, in the event of a serious dispute or lawsuit, the Legal Division and legal advisors will play a central role in coordinating with the related internal departments to resolve the dispute/lawsuit appropriately and in a timely manner. However, lawsuits etc. may affect our Group's operating results and financial position.
⑧ Risk related to environmental laws and regulations
Our Group's business is subject to various environmental laws and regulations that are in effect in the regions where our Group operates. Although our Group pays due attention to ensuring compliance with all such laws and regulations, our Group could be subject to losses in the event that an incident involving environmental contamination were to occur or in the event that the possibility of such an incident were to arise.
For this reason, our Group has established an environmental management system (Environment Management Committee) under the MinebeaMitsumi Group Environmental Policy and assigned environmental managers to promote strict activities to prevent environmental pollution during normal times and address such risk.
Further, policies aimed at achieving a decarbonized society could cause production costs to increase and in turn the need to change raw materials.
As such, while carefully monitoring policy movements, our Group will seek to respond to climate change-related risks and opportunities through support for the TCFD, etc., and take the lead in shifting to a business model ideally suited to a decarbonized society.
⑨ Risk related to M&As and alliances
Our Group has positioned M&A and alliances as one of its most important measures and is promoting them accordingly. However, if the acquired company or alliance partner's business suffers a greater-than-anticipated decline in profitability or deterioration of its financial position due to changes in the market environment, this could impact our Group's operating results and financial position. In addition, there is a risk that they may not generate the initially anticipated effect due to strategies that are in conflict with those of alliance partners.
In order to address such risks, our Group places priority on harmonization of human resources and organizations in M&A and mutual utilization of knowledge in alliances to create synergy.
Internal environment
① Risk related to compliance
Our Group engages in a wide range of businesses all around the world and are subject to the laws and regulations that are in effect in each region. As such, there is a possibility of future legal violations, and in addition, changes in laws and regulations as well as the interpretation by authorities, may make compliance more complex and could even incur higher costs related to compliance.
Our Group has established the MinebeaMitsumi Group Code of Conduct for labor, safety and health, environmental protection, and ethical management, and the MinebeaMitsumi Group Officer and Employee Compliance Guidelines which provide specific standards for all officers and employees to observe. To ensure thorough compliance with them, our Group has established a Compliance Committee to build a system for verifying that the Group's legal compliance structure is properly managed. On the practical side, the department in charge stipulated within the MinebeaMitsumi Group Officer and Employee Compliance Guidelines is in charge of complying with laws and regulations in operations and the Internal Auditing Office conducts audits.
Meanwhile, on the internal control side, the Internal Control Promotion Office has primary responsibility for ensuring the reliability of financial reporting. These organizations work to increase the effectiveness of legal compliance throughout the entire Group.
② Risk related to quality problems
Our Group's products are used in applications that require a high degree of precision in the general market and many industrial fields (including products that could affect human health and safety such as automobiles, aircraft, medical devices, etc.). Our Group recognizes that social responsibility our Group bears and have a system in place to ensure our Group's products are of the highest quality. At the same time, our Group has a mission (expectations) to provide customers with environments, health, peace of mind, and safety by selecting primary materials, parts, and secondary materials and engaging in design and development that takes the application into careful consideration. If any of our Group's products were found to be defective and resulted in a serious accident in the market, the suspension of our customers' manufacturing operations, a product recall, etc., our Group could incur significant expenses or lose public confidence, both of which could result in a material adverse effect on its operating results and financial status.
Our Group has implemented the countermeasures below, fully recognizing its social responsibility based on the MinebeaMitsumi Group Quality Policy.
- Thorough action on lessons learned from quality problems (prevention of occurrence and recurrence)
- Investigation and verification in design stage and strengthening of management structure within supply chain
- Thorough familiarization and compliance with various laws and regulations and customer requirements
- Information sharing and deployment of measures through company-wide meetings, on-site audits, etc.
③ Risk related to information security
Through the course of our Group's business operations, our Group obtains large amounts of important information, including personal information. While our Group maintains information security policies that prevent the undesired disclosure as well as unintended use of information, a security breach could occur due to unforeseen circumstances. Addressing such an incident could incur huge losses and expose our Group to the risk of losing public confidence.
To reinforce the Group's information security system, our Group has therefore established the Security Promotion Office, an organization dedicated to implementing cyber security measures.
The Company's Chief Information Security Officer is a director of the Security Promotion Office, and is tasked with improving security measures, formulating and promoting strengthening measures, responding to cyber incidents, and in-house security education. Further, our Group has put in place a system for verifying that its information security system is operating properly, which includes formulating an Information Security Policy and establishing an Information Security Committee. Our Group also implements information security education and administer tests to ensure comprehension, working to prevent information leaks resulting from loss or theft of devices, carelessness, etc.
In addition to the above, our Group addresses the network devices, computers, servers, etc. used in our operations by updating to the latest versions that have been confirmed to be stable. This is done as a measure to prevent suspension of operations and information leaks due to computer viruses, malware, unauthorized access and other cyber attacks or system intrusions. Our Group has also installed anti-virus and anti-malware software and introduced 24 hours a day, every day threat detection system to ensure proper operations.
④ Risk related to research and development
Our Group conducts research and development activities that include basic research, development of elemental technology, product development, and production process development so that it can continuously bring new products to market and contribute to the achievement of future sales and revenue targets. However, in the event that our Group were unable to bring our R&D efforts to fruition, or a competitor were to create a superior product to its products, or if technological advances and market demands changed due to the transition to a carbon-free society, this could prevent us Group from achieving future sales and revenue targets, thereby impacting its operating results and financial position.
There are no guarantees that our Group's R&D efforts will come to fruition. This must be considered, so our Group engages in effective and efficient management of R&D project progress and costs in accordance with Research and Development Management Manual.
