Nidec's presenters are as follows: Mr. Mitsuya Kishida, Representative Director, President, and CEO of Nidec Corporation; Mr. Kazuo Nakagawa, Vice President and Deputy CEO and CFO of the company; and Mr. Masayuki Minai, Vice President and Chief Compliance Officer of the company. I'm Keita Watanabe of Nidec Corporation's Corporate Communications Department. In this press conference, first, Mr. Kishida will deliver his opening remark, then explain the improvement plan that the company has announced today. Then we will entertain questions. Please wait to ask your questions until then. Now, Mr. Kishida, please.
This is Kishida, the company's Representative Director and President. First and foremost, we must deeply apologize to our shareholders and investors, people of the market, including those of the Tokyo Stock Exchange, and business partners, for having caused tremendous trouble due to the fact that we had to postpone the timing to disclose our earnings report for Q3, quarter three of fiscal year 2025, as we were unable to properly disclose our earnings information for this fiscal year, and also due to the fact that our stock was designated by the Tokyo Stock Exchange as a Security on Special Alert. Today, we submitted our improvement plan to the Tokyo Stock Exchange. This plan is intended for a fundamental reform of our internal management system and other elements to have our stock's special alert designation lifted. The investigation by the Third-Party Committee is still ongoing.
On the other hand, we must complete our actions to have the special alert status lifted by the designated deadline. We must be reborn as a company that always does what is right. This is why we submitted our improvement plan today, as we explained that we would in the month of November, even though the Third-Party Committee's investigation is still ongoing. Not to influence the Third-Party Committee's investigation, the Nidec Corporate Reform Committee, which prepared the improvement plan, does not handle individual matters. Instead, they use our company's systems, rules, organizational culture, and other background information to analyze the causes of our problems and prepares to implement the improvement plan. We were informed by the Third-Party Committee that we will likely receive their initial investigation report towards the end of February. After receiving the initial report, we will promptly release and explain it to the public.
In addition, we will re-examine and review our improvement plan based on the third-party committee's investigation report. Nidec's executives and other employees will stay committed to designing an internal management system, reforming our governance and organizational culture, and working on other parts of the improvement plan. We would like to thank you in advance for your continued support. Thank you very much. Now, please allow us to sit as we explain the details of our improvement plan. Now, Mr. Kishida continues to explain the details of the improvement plan. From here on, I will explain the background information about this improvement plan. Also, I would like to explain the events that have materialized so far, and I have to give you a schedule going forward as well. We established a third-party committee on September the third, followed by ...
Different events such as the submission of the securities report, as well as on October 23, a revision of the year-end dividend forecast, and the forecast of consolidated financial performance. We have been focused on doing everything we can as promptly as possible. On November 14, we submitted our policy for our improvement plan, and we submitted our draft of the improvement plan on December 12, and we submitted our improvement plan today, January 28. This Nidec Corporate Reform Committee was established on October 30. We will have this highest ethical standards, and we will prioritize doing what is right as a company. This is the purpose of this committee, rebuilding Nidec as the company that prioritizes what is right with the highest ethical standards.
And we have the next generation, young employees, and we are making group-wide and global efforts. Anyway, please take a look at the middle section of the slide. We are working on systems. We would like to make sure to prevent all the negative incidents from happening. Corporate culture, the organizational culture has to be improved. Today, we have gone beyond the various borders, and we have the mid-level employees and others leading all the discussions that were taking place in-house. 13 people, the core of the members of these, the committees, and we have been working on a global basis. We have established multiple working groups to have engaged in active discussions. And we have lacked such a level of enthusiasm about the discussions.
Some people were hesitant at the beginning, in the beginning, but we have taken enough time to have discussions every day to be able to submit this plan today. When it comes to this investigation, we have interviewed various people to understand the background information, to analyze why this has happened, the problems have happened. We also discussed how we can prevent the recurrence of those problems, aqnd this is how our plan was made. We have had the group-wide meeting several times a month. We had the entire floor available for all the discussions so that we can have transparent and honest discussions.
Then, in order to implement that plan, we are going to do the monitoring as well of the improvement plan. This is the improvement plan. The major points are as follows. On November fourteenth, we had explained about that, but as for the system and process and the culture, those are the challenges that we have. We said that we would be challenging those barriers, and that we would be having the discussions from within the company, and then we would evaluate the challenges and have the analysis for the six major causes of the issue. We still need to have the research from the Third-Party Committee.
But then, if those doubts are true that we have about the company, then we should need to have the analysis and the root cause of what has been causing that kind of action, so that we should need to prevent the recurrence of such. And then we should need to implement and come up with a plan. And then for the improvement plan itself, there are several issues that we had already made public, and then we are putting much emphasis on the doubts coming from within the company, so that we can have the autonomous kind of improvement and the measures going forward.
What had started, this is the FIR issue, improvement measures and status of the FIR, so about the duties, taxes, and we are going to prevent the recurrence of such issues as not paying the proper tariffs. And in order to have the measures, to have the questions regarding the improper tax, we can have from A to F of those suspected improper accounting practices. So those are the improvement measures of six months, and then we are going to go through the accounting and corporate culture and governance, internal audits, whistleblowing, and disciplinary measures, and lastly, clarification of responsibilities. So this is improvement measures based on suspected improper accounting practices that we have made as concretely as possible.
In coming up with a plan, we have in the midterm plan, so that we have the evaluation, and then do it in a bottom-up kind of a way. And the accounting system, those six points about the accounting practices, so that should be independent and the corporate culture, so that we can have fair discussion. Then governance, so that we can have the initiative on a medium to long-term perspective, so that we can have the internal audits in an autonomous way. And then, the last one is to have the responsibilities based on the results and implement appropriate disciplinary actions on target individuals. I would go into more depth about A and B for myself. So A is about plan formulation and performance management, and what is most important is the midterm plan.
The process to coming up with the midterm plan must be clarified. Then on fiscal 2026, the plans for fiscal 2026 should be based on this new process to implement the process and then to get the results. So this 2026 plan, after this, so we had the evaluation, which is to say just the sales results? No, not just the sales results, but based on that, cash flow and ROIC, and then to do it in a correct way, so that we can have the qualitative review of the KPI, so that we can have the evaluation and base our decisions on the evaluations of KPIs and other measures. So about the accounting measures, so this should be accounting functions should be autonomous.
So this is also the issue of the system and about the rules in implementing the accounting. And as for the rules, so there has been many reports that requested for the excluding as the extraordinary, but we are going to abolish such kinds of ways to request. And then are we going to have this issue as a setting up of the rules in a transparent manner. And then from A to F, we would incorporate that.
Then today, so there are questionable measures, but since we had not been able to be up to par, so we had a vulnerability in the system, so that we really seriously acknowledge this fact, so that we want to do it in a correct, right way, so that we can have that implemented as the structure that can be actually put in place. And we'll be working towards that end to reform that. And then I talk about the upcoming schedule. So today, we had put the first report of the improvement plan, and then in at the end of February, then we would have the reports about the research conducted.
And then at the end of February, we will have the certain reports by the Third-Party Committee, and to have the results of the current investigation will be compiled and received. And then later on, about the concrete numbers that had been affected by those acts, and on October 28th, we have the submission of the internal control system confirmation to the TSE. And the third quarter financial results, so we had been gone over 45 days, so that we'll be announcing about the belated announcement of the financial results of the third quarter. Then, so the circumstances, the business overviews, and under any circumstances, we will continue to do business with our customers and suppliers wholeheartedly, without delay, with sincerity and continuity. There are several business overview that I'd like to report upon. So order status.
Order itself remains quite strong, and there have been no major changes to the production plan. As for the operational status and the AI-related growth and the cooling facilities, and also the emergency electric power source and batteries, so we want to have those electric measures that is still having quite strong orders. And then, based on that and the facilities in place, so that the production bases are operating normally and have maintained supply capacity. About the IT and system of the cutting-edge facilities and about supply, well, we have the United States and India, we are going to have the expansion. And for those factories that are going to be expanded overseas, we are...
Right on schedule in expanding our facility services in United States and India, as I said. And about, there's no concerns about the availability of borrowing facilities and cash on hand, and there is no hindrance to business operations, no worries about cash flow. And we have ample cash, and we can have smooth operations. That I'd like to stress here. And going forward, the Third-Party Committee research investigation report will be made public, and we would be sincerely reflecting that on the further improvement plans, and we'll be swift in implementing those. And through a series of initiatives, we will strive to restore trust as soon as possible by improving the soundness and effectiveness of internal management systems, and working together as a company to ensure the implementation and operation of improvements towards de-designation of Nidec stock as a Security on Special Alert.
That concludes the announcement.
That concludes my announcement. We would like to go to the question and answer session. If you have any questions, please raise your hand. Please state your organization's name and your name. As we want to answer as many questions as possible, please keep the number of your questions up to two. Thank you. Also, this is a joint press conference with the mass media outlets and analysts, so, we'd like to call on you one by one. We would like to entertain questions from media outlets first, please. The first person on the front. Thank you.
This is, Shiraba, Kyoto Newspaper. Thank you very much. You have talked about the hearing sessions with the Nidec Corporate Reform Committee. Have you had the interview with Mr. Nagamori as well?
Let me report that to you, and, and Minai-san will have some additional information for you, if any. When it comes to Mr. Nagamori, he was a subject to, is the subject to the investigation by the Third-Party Committee. So Nidec Corporate Reform Committee is not interviewing him, Mr. Nagamori. Yes, the Reform Committee is about the, process, corporate culture, and the systems, and they are focused on having a deep analysis of these elements, not, on, who did what, when, et cetera. Even without those incidents caused by these people, we, this corporation, Nidec, Corporate Reform Committee is to check to see if, everything has been okay or not. So, Mr. Nagamori has not been subject to interviewed by the Nidec Corporate Reform Committee. Please go back to slide number 5.
This is Mr. Minai speaking. When it comes to the interviews by the Nidec Corporate Reform Committee, as has been explained already, we are focusing on the systems, corporate culture, and systems, as you can see on the slide here. It is these areas where compliance-related problems tend to occur, and we have done a deep, in-depth analysis to identify problems and issues. As you can see, you have many working groups here. There is a total of nine working groups. We have governance is the first one on the left, and in this group, they are focused on finding weaknesses with our system and what can be improved.
Accounting working group, on the other hand, was focused on roles, operational roles, and on understanding if there is any block, anything blocking this type of efforts for improvement. Then the group-wide basis, they have global basis, they have identified issues and problems.
Thank you very much. There is one more question from me. When it comes to this improvement plan, there is some statement about Mr. Nagamori's results-oriented policy. Kishida-san, Mr. Kishida, how do you see? How do you assess Mr. Nagamori? Please give me Mr. Nagamori's pros and cons.
Mr. Nagamori has grown Nidec to be this large. About that, I have a huge respect for him. However, back in November the fourteenth, as I've said on the date, it's not about the specific individuals, but, when it comes to the organization as a whole, there has been excessive pressure constantly. That's one of the reasons for issues that we have had in our organization, and we have been excessively focused on the short-term profit generation. Because of that, we have lacked enough attention on long-term investment, research and development, et cetera. That could be the case. That's something that I'm suspicious about. So in this Nidec Corporate Reform Committee, they have focused on those issues, and they have incorporated those issues as part of the improvement plan. Thank you.
Yes, so I'd like to call on the analysts, so somebody who's sitting in the front row....
Yes, thank you. I'm from Goldman Sachs. My name is Takayama. And initially, the reform plan that you have put forward now is from the third-party committees. They have not grasped the details of that, so that you don't have the backgrounds about that. But after the February end, and you're going to have the improvement plan after the report on that, then there's going to be something that very different, and then you might have to do it all over again. Or is there any kind of consistency or the framework that you have continuing or...?
So to the TSE, well, so, it's going to be de-designated as a stock on special alert, and then you are going to have some kind of a goal so that you want to have. And about the third-party committees and the reform plan, how kind of a balancing do you have on that or coordination you have on that?
Thank you for the question. So doing this activity with the third-party committee and also the TSE, we are going through the exchange with them. And from the third-party committee, yes, on the end of February and also the numbers report, yes, we are putting forward that after end of February.
But after that, well, the real question is: how do we acknowledge the challenges that we are facing? In any case, we are going to be asked about that. This improvement plan that we have put forward now, so that of course, we had reported to the Third-Party Committee. Based on that, we are going forward with this. As a company, it's not that we will be having a completely different report or plan, but of course, that is going to be based on the Third-Party Committee report, and then we are going to have some additions to that. But this is what we have put together as what we acknowledge.
And as for the TSE, after the October 28th, after we had been designated as the Security on Special Alert, we had gone through the drafts and the basic plan. We had exchanged with the Tokyo Stock Exchange about that, and now we are in this position today. But about the facts that we had put forward, it's not that it is complete or it is perfect, so that we are going to improve what we should improve. Yes. If there is anything to add from Mr. Minai?
Yes. What I'd like to supplement on that from myself is that the Third-Party Committee, so the autonomous or the independence is assured on that. Then after the interviews, we had noticed the issues that we had, and we had already reported to the Third-Party Committee, so that the Third-Party Committee had listened to us and our communication. Well, finally, how they're going to make a decision is up to the Third-Party Committee to decide. But as President Kishida had said, so the final report, if there are issues that are lacking or the issues that are not complying, well, we would speedily receive that sincerely. And then after implementation, if there are problems that have not been corrected, then we'll be having opinions from others so that we can have a better improvement of us. So the Third-Party Committee, of course, you're having a communication.
So maybe you cannot have a very detailed communication, but the issues that you can think about is out on the table. And from the Third-Party Committee, probably would have more detailed, but this is some kind of a best guess that you have put forward. Is that the correct understanding? So is it within the framework? I don't think I can say that from myself, but at least from us, we had acknowledged what are the issues. Well, we cannot correct what we don't acknowledge as issues. So those things that are in front of our eyes, and we tried to put forward all the kinds of issues that we have, and this is the report that we have come up with. Tried to incorporate as much as possible.
And another question from the financial industry. So I think it's about the business performance. And second quarter, up to the second quarter is the numbers that we say, about JPY 57 billion operating profit. So this time around, and if the business performance goes back to normal, so I think the-- your real business performance does not contradict that or it's not much, but for the corporate bond, or sorry, the automobile vehicle-related business and electronics, so electronics, so we can have the JPY 57 billion cash flow. So do you have the actual power? Or I don't have the numbers about, but I want to confirm your real power of performance.
So the roadmap going forward is going to be the financial reporting at end of March, and then you have to have within 90 days, means end of June, you have to do the reporting. But until that time, so that you have the numbers from the past results, so that you want to go back to the correct advice, so that we can have this accounting for the fiscal results, and also to have the guidance for the future performance. So is that the kind of a roadmap that you have in mind? Is this a correct understanding? So I think you have two questions.
So first is about the good parts, so that I had given you several examples, but what about the other businesses and the schedule going forward? So I think I would allude to that, and then after the schedule, so Minai-san and Nakagawa-san will talk about that. And also the performance of the business, well, including vehicle automotive related business and also the household electronics. So we have the business plans and the structural reforms. So we are already planning that. And aside from that, we have the schedule on time. Yes, and that I'd like to report to you about, and also about the vehicle automotive related businesses are very severe marketing, and not everything is going on schedule, but the structural reform. So structural reform and also to change the structure. So those initiatives that we have carried, yes, we are doing on plan. So maybe Mr. Nakagawa can tell you about that.
So I want to supplement about the schedule. And so we have the Third-Party Committee, and the Third-Party Committee is trying to get at the root cause of the problem, but it's taking much time. But it means that everything that we should have the issues and to have the financial reporting so that we need to have the audit, and it takes a very time-consuming process. So that's how we feel about it.
About the audit, the PwC, that is the auditor, says that the Third-Party Committee results they would lodge, and then we'd have we evaluate the risk evaluation, and then they would decide on as to whether they would have to do additional auditing or not. As for the result, it depends on how it is on the issue, but I think it'll take more time. In any case, the Third-Party Committee, we would need to ask to have the results from them and then look at the issue once again, and then to have the results shared with you. Thank you so much.
That person in the white dress there, over there.
This is The Asahi Newspaper. I would like to give you my first question as follows: When it comes to the analysis of the causes of the problems, you talked about the some business plan was made to expect Mr. Nagamori's expectations, and you were not allowed to deviate from Mr. Nagamori's expectations. You have had some midnight meetings trying to keep up with Mr. Nagamori's expectations. And when it comes to M&As, Mr. Nagamori and a few people would only know about those upcoming M&As. Those lessons were described, and that's something that I can evaluate positively about as a journalist. But back in 2022, I believe you joined Nidec.
It has been four years since then, and over the past four years, Mr. Kishida, have you seen this company, this Nidec, as a company, and how do you evaluate the Nidec so far? And I believe you have been in a very close communication with Mr. Nagamori, but did you realize all those problems, and did you raise those problems to Mr. Nagamori in the past, over the past four years? And can you, can you evaluate yourself?
Thank you. Thank you very much for the question. Including myself, the third-party committee has been investigating various people. So I would like to wait for the report to be coming from the third-party committee, in order for me to look back my past, over the past four years. I, myself, have been actively engaged in improvement activities, in my opinion, but I would like to have some opinions of the third-party committee about these activities.
In other words, you cannot answer that question at this moment. Is that right?
I don't think I have been able to experience everything about the Nidec over the past four years. I'm not going to make any excuses about it. I, as an executive of this company, and over the past one and a half years as a president, I have been managing this company. Therefore, I'm not going to make any excuses in any area. So I believe, including that point, I would like to have third-party committee evaluate everyone and everything, including myself and my job.
Here's my second question. The other day, Mr. Nagamori retired from the office of the chairman of the Board of Directors, and he issued a handwritten message to the public. The public's evaluation of Mr. Nagamori is that he has been at the top for a long time... so before the Third-Party Committee came out with the report, he resigned, but he should have explained many different information before he quit. That's, I believe, the is public's opinion. Kishida-san, what do you yourself think about Mr. Nagamori's resignation, as well about Mr. Nagamori's promoting himself to the position of Chairperson Emeritus? After the report is issued, I believe there is some disciplinary actions to be taking place, including Mr. Nagamori as the Chairperson Emeritus. Would you say that he, Mr. Nagamori himself, will be subject to disciplinary action?
Thank you very much for your question once again. With respect to Mr. Nagamori's resignation, here is my opinion. When it comes to the Third-Party Committee's report and thereafter, what's going to happen, that's your second question, I believe. When it comes to Mr. Nagamori's resignation, Mr. Nagamori has made some comment upon resignation, including corporate culture. Everything is, is at issue at this moment, and many people are talking about it, and he feels partially responsible for having fostered and nurtured such a corporate culture. We accepted Mr. Nagamori's offer of resignation as it was submitted to the board. When I became president of this company in 2024, we has started taking the responsibility as the management. Mr.
Nagamori is no longer a part of the Board of Directors, and all the responsibilities are now upon our shoulders as the company's management. This Chairperson Emeritus is just an honorary position without any responsibility about the management of the company. Mr. Nagamori, will he be subject to the disciplinary action by the Third-Party Committee? The Third-Party Committee is not going to specify any individual. All the people will be subject to the assessment by the Third-Party Committee, and the actions will be all the people, not just Mr. Nagamori. Nagamori-san is no exception. No exception exists. Everyone is subject to the assessment by the Third-Party Committee.
All right, next to analyst. Yes, so the person raising hand.
I'm from Morgan Stanley. My name is Sato, and thank you for your explanation. First, the question is on September third, the setting up of the Third-Party Committee. Before that, so the Chairperson Emeritus, Mr. Nagamori, had the NKK conference very frequently, I understand. But the Third-Party Committee, after that was set up, then what has happened to that kind of a meeting? And now, what is the communication or what is the exchange with Mr. Nagamori, after he became the Chairperson Emeritus? So, he has 12% of shareholdings since he's a founder. And as the stockholder, Mr. Nagamori, and this... How do you have the communication with the chairperson emeritus, Mr. Nagamori, as the Board of Directors and the management?
Yes. Okay, so I would be answering the question, and if necessary, Mr. Minai would be supplementing that answer. Well, first of all, on September third, after the third-party committee was set up, so NKK was continued. But then on December nineteenth, after he had retired or he stepped down, we had stopped this NKK. And this communication, we have not had this kind of a constant kind of communication. And then, as a large shareholder, how do we go about it as management? Well, Mr. Nagamori now, in the present day, has no involvement to the management of the company.
So he has no power or the responsibility, so that we don't communicate to him about the management. But for a very long time, so for all the shareholders, we had been corresponding them. And as a stockholder, yes, of course, we would continue to have relations with him, and for the other stockholders as well. So it's the same kind of a correspondence that we'll be having as one of the shareholders to Mr. Nagamori.
All right. So the second question that I have is about 2015. So the Toshiba had the Third-Party Committee, and then before the report came, 2.5 months had passed since until the report came out. And then about the past performance, so it still took one more month in order to come up with the financial reporting. In your case, so the Third-Party Committee, the first report until that comes out, so the six months, why did it necessitate so many months? So what was the backdrop? What was the background to that?
Okay, so first, Mr. Minai would be talking about that, and then if necessary, I'll be supplementing.
Yes. So, I, myself, Minai, will be explaining about that. And in one word, so because there was so vast amount and vast length of time that had transpired, so that we needed time to look over this. For the global 300 bases we have, and the 300 corporations we had to evaluate, and to look at it as something that needs to be corrected. And then, in the past 5, 5 years? No, 10 years, rather. So that's the Third-Party Committee has said 10 years is going to be the subject of the scope of the investigation. So, if there's anything improper going on, they needed to look into it. So, in doing so, for the global bases we have, this possibility. So we since we have this Third-Party Committee in place, so that we should investigate in detail to all the bases, so that we can become accounting that is relied upon, reliable, trustworthy to everyone. Yes.
No, supplement from myself. Thank you.
Next person from the media outlet, the person right next to the previous speaker.
Thanks very much. This is Kodaira of Nihon Keizai Newspaper. When it comes to PwC Japan, I would like to ask you a question about it. When it comes to PwC Japan, in securities report for this fiscal year, as well as they continue to have the Disclaimer of Opinion. And Minami-san, the Chairperson, says, and that there is a very heavy comment from the person saying that disclaimer of about the the Disclaimer of Opinion. And PwC cannot express their opinion about Nidec's financial report because Nidec has not been able to provide them with very sufficient opinions. How do you think about the Disclaimer of Opinion by PwC Japan?
And Nakagawa-san will, Mr. Nakagawa explains answers to the question.
We are having the communication with PwC Japan. As an audit firm, they would like to wait for the report to be coming from the third-party committee. And they have the PwC Japan has this Disclaimer of Opinion. We have information disclosed about it. At this moment, we have this third-party committee in place, and that's one of the reasons for the delay. PwC Japan is waiting for the activities to be completed by the PwC Japan. When it comes to PwC Japan, we are not in a position to answer any questions regarding PwC Japan.
Here's my second question, which is about Mr. Nagamori, who is the Chairperson Emeritus. As has been a previous speaker asked you, he still have this a little more than 80% of the entire share of the Nidec Corporation, and no one thinks that he is totally away from the Nidec's business management. Would it be possible to delegate Mr. Nagamori's voting rights and the shareholding ownership to a third party? Would that be a possibility?
Mr. Nagamori is now no longer a member of the Board of Directors. He is not involved in Nidec Corporation's or Nidec Group's business management anymore. He is one of the shareholders of our company, and just like any other shareholders, we will continue to have dialogues with the shareholders, including Mr. Nagamori as a shareholder.
All right, so we'd like to call upon the analyst. All right, so, please.
Thank you very much for your explanation. I'm from Mizuho Securities. My name is Goto. And one thing I'd like to ask is... Well, so that you had analyzed the root causes, so that, you had listed the challenges, but at the same time, so the management system that had occurred in the past, there were some benefits from that also. I think, there must have been strengths in the past system. So if you're going along with the improvement plan, so how do you treat the parts that were good, that, were... And then, I think, this kind of reform would warrant everything in the past to be changed. But, I think, there's been some good points from the past practices.
Yes, thank you for the question. Yes. So now, in a time like this, in order to do something, then we lose something. But then, this is an occurring theme. But first, I'd like to say, we want to do everything right, and that should be the focus, and that should be the central issue. So if there's anything that can be lost, then that is something that should have been lost. And first and foremost, we have to do things right, in a correct manner, and that is the focus of our policy. Thank you.
... The person from the media outlet. The person second from your right, the person there on the fourth row.
This is Kanae from Yomiuri Newspaper. Thank you. You are having this cause analysis, and you have this very detailed analysis performed already. But, among the Japanese companies, and there was a very strong leadership at the beginning of your company's history. And you have a solid, a very strong profitability growth, and I believe there has been a tendency among very many different Japanese companies. And among the Japanese executives and in your company, I believe, in your company's executives, you know, many people have been having some issues in my mind, in their mind. But, what is the difference between your company and other companies?
Well, when it comes to corporate culture, corporate culture is different from company to company, so I cannot really overgeneralize about what's good about Nidec and what's not so good about Nidec. I cannot say that. What we need to do is to launch a fundamental reform as part of the activities to be exercised by this, the Third-Party Committee. We are going to go into the next phase of our company's history. We, ourselves, are the ones who are going to make changes. And the future Nidec will be created by... As the basis of the future creation has to be started by us. We need to do everything in the right way all the time. That's the type of new corporate culture we would like to establish.
Thank you very much. And there is one more question from me. When it comes to this, results of the analysis, I believe the everything has started with this suspicious, inappropriate, improper, accounting practice. You know, turnover ratio could be the one issue, and a relationship with the subsidiaries is another issue. The excessively aggressive, price negotiations, and there could be, various factors like that. And there are some opinions expressed about the excessively aggressive price negotiations, but, what, what is your opinion on those points?
I cannot, give you any specific examples on this occasion, but those things have been a part of our corporate culture, I believe. But at the same time, I would like to say that, we like to establish a corporate culture in which anyone can say anything about anything.
We would like to improve our whistleblowing system so that someone experiencing a trouble can report such a trouble to other people. That's the part of the basis of fundamental reform that we would like to achieve. System and the culture are what we would like to establish as we speak right now.
One more thing that I'd like to check with you. When it comes to the Third-Party Committee, is it focused on accounting issues, or is it focused on any other issues at all?
Minai-san, this is Minai, Mr. Minai. The Third-Party Committee is focused on accounting issues only.
Yes, from analysts, anybody? Yes.
Yes, from UBS Securities. My name is Hirata. Thank you so much for your explanation. You said about the schedule going forward, I think there was a question, and I think I'd like to comment on that. The audit committee, so for them to give the report, it takes some time. But as end of February, there is going to be a certain report from a third-party committee, and then you are going to have the assessment of the amount of money that's impacted. But then the timing, when is that going to be? When can we assume that to happen? So that the first stage, the February end, is that going to be a press conference style so that you'll be releasing?
Yes. Well, as of February end, after that, well, how are we going to cope with that is... I think that's the question that you're posing, but we are still not prepared to answer that. But based on the February end report, then we would make it public, and then we would have the press conference. So that's something that we have in mind.
All right.
The person from the mass media, the person wearing glasses.
Yoshida. This is Yoshida of the Market News. I'd like to give you a question, and, from the previous press conference. When it comes to M&A, you have frozen M&A projects at this moment. Is the situation remaining unchanged or... And, what specific conditions, what do you still have the M&As frozen?
Well, when it comes to slide number 25 of the report... which is something that another person has just mentioned. A person had, a certain person has dominating the documenting, and when, there has been insufficient portfolio-based analysis. Mr. Nagamori has been engaged in M&As so far, and he has been leading those efforts. He has led those efforts in the area of M&A.
Do you think you should make some reform in the area of M&A, or are you going to make any slowdown in the pace of M&A going forward? What is your strategy about the future M&A as Nidec? Are you going to slow down the pace of the M&As? Will we be able to see any changes in your company's M&A strategy?
This is something that I've talked to in a previous press conference. When it comes to M&A, dividend has been stopped. It's now down to zero. There is no way, no chance for me to make, launch any new M&A. The situation remains unchanged. For the time going forward, we haven't decided anything about the future of M&A strategies of Nidec. We will continue to have discussions constantly.
I'd like to make a follow-up question. When it comes to this report, there has been some issues, seems to be some issues, with the M&A, according to this report. Are you going to make any corrections about the M&A strategy of your company?
Not just M&A, but we would like to cover all the different management-related issues in the meeting called Executive Management Meeting or EMMs. And that's the type of change we are going to make, and the way we hold the meeting is going to change going forward.
Thank you. Thank you very much.
Anybody else who has any question? Yes, so that, to the person on the right-hand side, so the second row from the front.
My name is Nagai from TV Tokyo. So first question is to President Kishida and the improvement plan, looking at that, so it seems that there has been issues in many places. So from the top down or the governance vulnerability, so there has been issues in a wide variety of things. So what did you think, honestly, looking at this? And related to the last question, so about Mr. Nagamori, how is he going to be treated? So about the improvement plan, so it seems the corporate culture, kind of a top-down, has been a issue. So against such kind of background, so Mr. Nagamori, what about the significance of him remaining as the honorary chairperson or the chairperson emeritus?
So as for the first point, well, in November, it has been continuing that I had been stating this, but the challenges facing us is the system-based and the processes in the system, and everything that is surrounding that is the corporate culture. And we had set six issues, is system, process, and corporate culture. Those can be accumulated as such. And then this kind of a root cause, we have to touch on those root causes of the issue. So whether it's time-consuming, we have to challenge that, otherwise the corporate culture will not change, and we had been going forth with that. And in this discussion, we have seen those root causes. So how did I feel about it?
No, it's not that way, but those are the very basic root causes, so we should grapple with them. So that's the acknowledgment that has not changed from me. And as for Mr. Nagamori, how are you going to respond with him? So he has retired from the Board of Directors, completely retired from the Board of Directors, so he has no involvement in the management. So it's just an honorary position.
Thank you. And another question I have is about the midterm plan. How do we go about it? And the improvement plan says the midterm plan thinking itself should be changed. And then, so fiscal 2026, yes, we're going to change. Yes, but, changing the way of thinking, so the midterm plan, so, compared to what is now revealed, is it going to be more conservative? So can you talk to us about the thinking itself?
So, it's not that I can comment on how the figures would be, but, basically speaking, already we have the Conversion 2027. This is the midterm plan, the Conversion 2027. And in this midterm plan, what we had planned to grapple with, so we have 200 bases worldwide or more than 300 corporations in Nidec. So what kind of governance should we have with them? So this is something, the direction that we are taking is not changed. What's happening right now, well, we will be talking about the way of thinking or the way of corresponding, and then the figures can be changed based on that.
Thank you. So I want to confirm with you about changing the direction that you'll be taking. Is the governance will be more strengthened, but then it seems that the numbers has to be affected. But how do you think about that? Well, so about the numbers, should we be more conservative about it, or would that be more lower numbers?
Well, we are not in a position to be able to comment along those lines, but we want to realize this so that kind of numbers can be realized. That's what we want to do.
I would like to entertain questions from the entire audience. The person on your right, the person from the third row from the front, the person in the middle. Thank you.
Thank you very much for your explanation. This is Hirooka of Nikkei newspaper. You have talked about the management of the Board of Directors in your presentation. You have some people from academics, you have some people from the administrative organizations. How come you, these people were selected to be on the board, and now, what has been an issue with the Board of Directors, Mr. Kishida?
Thank you very much for your question. Any organization needs to be improved, reformed, in my opinion. Once you make a or create an organization, you know, the organization will not last forever, in my opinion. Then this, our company's Board of Directors is no exception. The Board of Directors has to be improved constantly as well. When it comes to the configuration of the current Board of Directors of our company, we have a group of people from academic areas, and the mapping, et cetera, has been taken into consideration when it was established. When it comes to the experience in business, we have a very limited number of people on board with the experience of from the business front line. This is part of our reform.
Thank you very much. And related to that question, in June this year, you're going to have a shareholders' meeting. Are you going to narrow down the number of the people to be selected to be the Board of Directors?
I would like to have Minai-san answer the question first, and I'll have to add some information later.
We have a nomination committee in place in our company, and we have outside members of the Board of Directors having discussions on that point you have mentioned. It has been including in our reform related document. Towards the June shareholders meeting, we have having discussions those points. I don't have any additional information there. Thank you.
Thank you very much.
So anybody with a question, please raise your hand. Yes. All right, so the person in front. Yes. From Kyodo press. My name is Kobayashi. Thank you for your explanation. And about Mr. Nagamori, so I'd like to ask you repeatedly about this question. So he is a chairperson emeritus, but then concretely, what kind of a position? So, like, how many days per week does he come to office or what kind of involvement does he have with the managers, management? Can you tell us about that? Yes. So, December 19th, he said, and we announced that he would step down, and then within the year, so he had come to the office. But then after this New Year's, he has not come to office.
Then within the company, he does not have any communications within the company, so he doesn't have the management responsibility. So he is in an honorary position that does not have any responsibilities, so that's the kind of position he's in now. Thank you. I understand. So related question: so you said that somebody else had asked this question, but so it's a really sudden resignation. And after that, is there any detailed explanation from the Nagamori-san? No, I don't think so. So, is there going to be occasions that he can give a detailed explanation? But then, if he's not going to do explanation, then how do you see it, President Kishida? From 2024, so the key management...
Well, I'm in the position as the CEO and the leader of the company, and after December nineteenth, so he had to be retired from being a Board of Directors. So about the management, so I don't think that there's going to be a comment on the direction or the management of the company. So based on the questions from you, so that we would receive your questions, and then I will be moving forward. I think that's something that we should do. Thank you.
The person over there, the person in the back, the person wearing a hat.
This is Miyajima of monthly magazine called Facta. When it comes to this analysis page over here on the page, there are quite a few issues pointed out, that the fifth point, I believe. Have you checked the background information? It's not just an interview. Is that right, Minai-san? Can you answer that question?
Yes. With, this is a result of interviews, hearing sessions, interviews. And these results are based on the interviews conducted to our Nidec Group employees. The third-party committee is checking the facts about related to all the issues that we have recognized. To be frankly, this is like a, a, abstention court case. You know, this is a very one-sided communication. It...
I understand that there are some kind of authority that, you know, that tyranny or dictatorship has happened in the past in your company. When it comes to the 26 number, slide 26 is a monthly report were in detail, but from a certain point in time, and it was converted into quarterly basis. Here, it says a financial actual value. At the time, Mr. Nagamori didn't make any statement, and after January 2023, what was written there is about the compliance and the management stopped referring to those issues. So when it comes to accounting, Mr. Nagamori did not perform any micromanagement on accounting-related issues. So we have you have a window dressing settlement, and Mr. Nagamori was there in your company at that time.
It's very clear that there is a corporate culture in which there was a action to block the management from taking action about this window dressing settlement, et cetera. The Board of Directors lacked the accounting expert, as far as I can see from this document. All you did, frankly, was to make sure no one would report any accounting problems to Mr. Nagamori. That's what's written over here in detail. From a certain point in time, in a monthly period, monthly pace, monthly frequency was changed to quarterly. This is something that I want a detailed explanation on. You need to have the backup information, additional information, to check everything is right or not.
I believe, there are people there, who explained everything with evidence. Kishida-san, what do you think about the point?
I'm not convinced about everything you have just pointed out, but, when it comes to all those, business-related numbers, we have, management-oriented numbers and accounting numbers. As far as Nidec is concerned, managerial numbers are the numbers we have been focused on. That, that's the, part of the reform according to this improvement plan. When it comes to interviews with Mr. Nagamori himself, the third-party committee has interviewed him. We would like to wait the results of the interview to come out. I would like to refrain from making any detailed answers to the question.
Your explanation does not answer my question. When I say, to be more detail, you know, the frequency has changed from monthly to quarterly, and numbers were rounded. Is it correct to say that Mr. Nagamori okayed such an action? And as you say, as you've written, wrote here, you know, compliance issues were stopped to be reported. It is. This portion especially is easy for me to understand. I believe this information was written after, someone checked, evidence behind those issues. Don't you think that there's some additional information should be taken from Mr. Nagamori?
And this is Mr. Minai. Please understand the purpose of this, Third-Party Committee's report. It is not to seek who is responsible for what. That's not the purpose of the Third-Party Committee's report. We are the Third-Party Committee is focused on corporate culture system of the company to see which area, which issues needs to be improved or solved. That's the purpose of the Third-Party Committee's report. As he says, when it comes to internal control, there are some issues with the management of the internal internal control. It reads as if Mr. Nagamori were to blame about everything, but the truth is that no one knows for sure about that. So this is absentee court case. In other words, I believe we should have Nagamori-san, Mr. Nagamori. Mr. Nagamori has been representative the business leader. Without Mr. Nagamori, it is difficult to say that this meeting itself is a very valid one. It is probably okay to remove Mr.
Nagamori, but thank you very much for your question. When it comes to this improvement report, it is focused on system process rules as well as corporate culture, and those are the focuses of the this Third-Party Committee's report to come up with the improvement report, improvement plan. And that's the contents of that report is what I'm explaining to you today. That is all from me. Thank you.
Yes, anybody else with a question? Yes, so somebody at the back. Yes. From Toyo Keizai, Oriental Economy, Ms. Mai Sakura. And then, about Mr. Nagamori, you had talked about his frequency of coming to office, but he had stopped coming to office. But then the top-down culture has been very strong, so there must have been a disruption or the confusion with managers. So how is it in the actual management, and has there been people that are leaving the company?
Well, about the people leaving the company en masse or not. Well, that itself I have not acknowledged, but as you have said, since until now, about the management system has changed drastically. So that is true, and that I do understand, so everybody shares the same opinion. But since that happened, so the reform committee had come up with those issues actions, so that we should have a transparent way of sharing those actions.
So I think that is very valuable. And the system, those people who are supporting, the business leaders supporting the system and those people who are working within the system, we should try to build new Nidec, and that is the very, very important issue. And that is why we are doing this information sharing and the communication at a level that has not been seen in the past. It's a very high frequency. Thank you.
A related question, so the action plans for the auditors, and that is in the improvement plan, but I think you should change, for example, the designation committee or maybe you should change the form of the company. But you had a very strong as a speedy action company. So how are you going to see that? Well, we are going to have the subcommittees and then the governance. We are changing the governance. That is one way of doing it, but now the auditors and the managers, and well, we have many things that we can do so that within the system, what can we rectify and what can we reform? So that's what we are now doing. I'd like to say that. Thank you.
Thank you. Next person, please. The person in front of the previous speaker.
This is Takeuchi of NHK. Thank you very much. I would like to ask you about Mr. Nagamori's resignation. Mr. Nagamori resigned on December 19th. According to this schedule over here, when it comes to the events that have taken place so far, you have the submission of the document right before his resignation. And, and given the situation of about at the time, did Mr. Nagamori decide to quit? When resigning, did Mr. Nagamori consult with you, Kishida-san?
Mr. Nagamori has made a decision by himself. It was a morning on the very day he made the... And he reconvened a extraordinary session of the Board of Directors meeting, and we accepted his offer of resignation.
So on the very day, on the morning, how did you feel about his offer of resignation?
Mr. Nagamori himself was wanting to relay the baton to his successor over long, long years, I believe. I never had a chance... I had a very first chance for me to ask about his will, so I respected his decision. Thank you.
Anybody else? Yes. All right, so, person raising their hand. Yes? Well, Koganizaki from Facta Publishing. And, now this issue, so there's a corporate culture issue, I understand, but, I think, it's a lack of governance, I think is the greatest issue. So, that you had talked about this in the Q&A, but, the outside directors have not functioned at all. So, there has been talk about the academia or the government personnel were the central people. And those central people, I don't think that they have a zero out of one hundred about being auditing the company. So if you're going to change the system of the company, then the outside directors. So, maybe the outside Board of Directors should be all totally refreshed.
Well, about the Third-Party Committee, we are looking at the results, and we'll be looking at the results, and as a company, we are going to take appropriate actions. That's how I feel about it. Thank you.
Any other person with a question? The person in the back, please.
Thank you very much. This is Yamamoto with Nikkan Automobile Newspaper, a daily automobile newspaper. This may be too early to ask you this question, but, when it comes to this, growth strategy or business strategy, at a certain point in time, I believe you will be announcing, making announcement of those strategies at the right timing. Could it be, it could be a M&A-oriented, strategy, it could be involving some, automotive, issues. Can you give us some information about those future strategies?
As far as we are concerned, we have this Conversion 2027 in place. When we released it, we have different... five different pillars in our, entire group. And each of these pillars, we are going to make active investments.
In some other areas, we're going to be active in making decisions, including decisions to withdraw from some businesses. We need to establish a some very good basis in some other businesses. Those are the discussions in each of these pillars. When it comes to the direction, direction remains the same about this reform that we are launching, and these discussions are improving, evolving in our company. That is our promise. Thank you.
Thank you very much. Will I-- will we be able to hear you make announcement on those future strategies?
When it comes to business strategies and our future directions, we like to get our figures right first, and at the right point in time, we would like to share those information with you in the future. It may not be very soon. We are truly apologetic about the current situation in which we are unable to share with you such information right away. We would like to go into the very good situation, better situation in the future.
Here is my another question. You may have already talked about this in this occasion or on this occasion or other occasions, but, it may be difficult for you to make a statement from auditor's perspective, but, can you look back to see if there is any areas of improvement about the audit, the way we receive audits, in other words?
What do you think, Minai-san?
Nakagawa-san, what do you think?
We are a audited party, so it's very difficult to make a statement in response to your question, but, we have this, reliable partner. We like to communicate with the auditing party. It's very important. We have learned it's very important to have a very good communication with each other. The three of us over here are having communications with the management of auditing firm in increasing frequency. We like to do our duties, and we like to have these audits based on such an agreement. When it comes to auditing a firm, the management of auditing a firm, the way audit is done are not the type of question we are in a position to answer. Thank you.
Anybody else? Yes. All right, so person sitting at the back. Yes, I'm with Nikkei Asia. My name is Nomoto. Yes, first question is about the issue. In order to resolve so that, you're going to reform the corporate culture, you say, but corporate culture that has been in place for a top-down kind of a culture, I think it's quite difficult to try to change it. So is there anything that you want to drastically change the corporate culture? If there's anything that you have in mind already, please tell us. All right, about the corporate culture reform, so that the reason we had come up with that is because this is something that is the new corporate value creation.
If you really believe in it, so that if you're going to have a new world, then this is something that maybe seem a very long, winding road, but there's no way shortcut to do it. So that we have to reform this corporate culture, so we decided to take this course. Well, I think that you had said at the very beginning that you have to do it right, so that's is in the KPI. So to do it correctly, I think that's a matter of course for corporations. But to put into KPI, so how is it going to be affected on KPI?
So, the KPI, in order to do it correctly or to do things right, is that, currently, the corporate culture should be reformed in a correct way, and how much contribution had come out from that? So that's the kind of understanding I have about it. And I had explained what in FY 2026, about B, the business plans coming out in 2026, so, that is the KPI. For that, so the qualitative evaluation, that's one example of the qualitative evaluation. I hope you can understand it to mean that. Okay, and then, about Mr. Nagamori, once again, but, so he decided to resign, and that he had retired from the Board of Directors, and the Board of Directors had ruled on that.
But, Kishida-san and the top managers, don't you think that you should have a press conference? Nobody mentioned that. So on that day, so the Nagamori-san gave his own comment. So, I really think that is really in line with what he wanted to say in the comment. So, until now, he had not come forth, but, well, Nagamori-san's responsibility. So he had acknowledged that he has a responsibility in this comment, but until that, in the press conference, he had talked all by himself. But then after this kind of a situation arose, then, he cannot come out in public. So in having a reform of the corporate culture, would not this be a barrier to you?
Well, Nagamori-san himself had been for a long time coming out for the press conference from FY 2024, so the ultimate corporate responsibility lies on myself and management. So, we are responding to that, and this Mr. Nagamori's comment came out on the very day that he resigned.
Any other questions from anyone? Now, the person over there, the final person. This is going to be the final question. This is my second time to be asking a question. This is Takayama of Goldman Sachs. At the beginning of your presentation, you talked about the accounting issues, the verification, the risk assessment will take time, according to your explanation. But when it comes to the submitting, until submitting the full-scale securities report, that will be taking time until June. If you have this disclaimer or opinion for the third time, that will be a serious situation? Do you think that you will be able to release your earnings report for the fiscal year 2025 by June, this year?
We like to proceed with things that we need to proceed with as soon as possible, as quickly as possible. We are currently waiting for the report to be coming from the Third-Party Committee at the end of February. We would like to share with you. We would like, we would like to share with you the report to us after the end of February. The policy remains unchanged. Thank you. Thank you very much.
Okay, now we would like to finish today's press conference. Thank you very much for your participation, everyone. Thank you very much. Thank you.