Watches
Here we outline our four businesses, through which we contribute widely to the lives of people around the world.
Machine tools
Citizen began production of machine tools in 1936, utilizing the technologies and know-how developed through the manufacture of watch parts. Our products contribute to the development of manufacturing industries all over the world.
Corporate Philosophy
Loved by citizens, working for citizens.
CITIZEN's corporate philosophy, "Loved by citizens, working for citizens" is to
deeply contribute to the lives of people around the world through the manufacturing of products that are loved and trusted by citizens.
Message From President & CEO
Crafting a new tomorrow Towards sustainable value creation
IR Library
CITIZEN REPORT(Integrated Report)
Top Management
By further promoting sustainable management, we aim to become a company that can create value sustainably
Sustainability Management
CITIZEN Group’s Sustainable Management
- TOP
- Sustainability
- Governance: Enhancing Corporate Governance
Enhancing Corporate Governance
The CITIZEN Group’s Corporate Governance
The CITIZEN Group endeavors to improve corporate value and contribute to society through sustained activities that are in harmony with the local community and the global environment. This is part of its corporate philosophy, after which the company was named: "Loved by citizens, working for citizens." To continuously improve corporate value, we are striving to reinforce corporate governance in recognition of the importance of ensuring management transparency and supervising management from various angles.
Corporate Governance Structure
The company has adopted the system of a company with an audit and supervisory committee. Its Board of Directors comprises 10 members in total: four directors (excluding directors who are Audit & Supervisory Committee members) who are very versed in the company’s businesses, three highly independent outside directors (excluding directors who are Audit & Supervisory Committee members), one director who is a full-time Audit & Supervisory Committee member, and two highly independent outside directors who are Audit & Supervisory Committee members. The board decides on and supervises the company’s business execution.
The Audit & Supervisory Committee comprises three members: one director who is a full-time Audit & Supervisory Committee member and two outside directors who are Audit & Supervisory Committee members. The committee audits the company’s business execution.
Citizen Watch Co., Ltd. has also established the Nomination Committee and the Compensation Committee as voluntary bodies to enhance management transparency.
The main duties of the Nomination Committee are to deliberate and propose to the Board of Directors matters concerning the selection or dismissal of the representative director, the president and CEO, and the chairperson of the Board of Directors; to deliberate and report in consultation with the Board of Directors or the president and CEO or other directors concerning the selection or dismissal of officers; and to deliberate and report in consultation with the Board of Directors or the president and CEO or other directors concerning succession planning for the president and CEO and directors.
The Compensation Committee discusses matters related to the policy and the standards for compensation for directors (excluding directors who are Audit & Supervisory Committee members), and its main duty is also to provide advice and counsel to the Board of Directors.
Each of these two committees is composed of three or more directors, who are appointed by a resolution of the Board of Directors. The majority of committee members are outside directors, and at least one of them is a representative director. Both committees are chaired by an outside director elected by the committee members.
The directors who are Audit & Supervisory Committee members rigorously audit business execution by directors in accordance with the audit policy and audit plans formulated by the committee by attending Board of Directors meetings, Management Committee meetings, and business-specific meetings, inspecting important documents, such as authorization documents and reports from directors and others on the execution of duties, and conducting operational and asset surveys. They also receive reports on accounting audits from Nihombashi Corporation, the company’s accounting auditor, and cooperate with the auditor to efficiently perform audit and other tasks for the company and its subsidiaries in order to further enhance corporate governance.
- * Seven directors (including three outside directors; excluding directors who are Audit & Supervisory Committee members) / three Audit & Supervisory Committee members (including two outside directors)
Committees
To ensure the achievement of business goals and the sustainable development of the entire CITIZEN Group, we have formulated the Group Risk Management Basic Policy, the Group Risk Management Basic Regulations, and the Group Crisis Management Basic Regulations. These rules aim to achieve centralized risk management and prompt responsiveness, thus actively promoting the enhancement of Group governance.
Moreover, we have established committees in accordance with business operations, including the CITIZEN-SIRT (CITIZEN-Security Incident Response Team) for responding to significant incidents such as information leaks, and the Group Quality Compliance Committee for addressing quality-related compliance risks. Through these committees, we are actively advancing efforts to strengthen corporate governance and enhance management transparency.
Board Composition and Diversity
We are committed to ensuring that the Board of Directors effectively fulfills its roles and responsibilities in achieving management strategies. To this end, we have defined the areas in which directors are expected to have knowledge, experience, and skills, including not only "corporate management and management strategy," "sales and marketing," "technology, development, and manufacturing," "finance and accounting," and "legal affairs and risk management" but also "global management," "IT and DX," "HR development and diversity," and "ESG and sustainability." Directors are appointed in comprehensive consideration of their legal and regulatory legitimacy as a prerequisite, their aptitude for directorship in terms of character and insight, and their capabilities to fulfill their responsibilities, as well as the diversity of the Board in terms of gender, nationality, etc.
Assessment of Board Effectiveness
CITIZEN WATCH conducted an assessment and analysis of the effectiveness of the Board of Directors to further strengthen its functions. The results indicated that the Board of Directors is effectively functioning, with a focus on operations, agenda, and structure, and that its effectiveness is ensured.
- 1. Assessment method
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- Questionnaire respondents: All directors (10 persons)
- Period: February 26 to March 10, 2026
- Questionnaire content: 16 questions in total
- Four questions about the operation of the Board of Directors
- Eight questions about the agenda of the Board of Directors
- Two questions about the structure supporting the Board of Directors
- Two questions about self-assessment
- 2. Summary of the results
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Compensation of Directors and Audit & Supervisory Committee Members
Compensation for directors of the company (excluding directors who are Audit & Supervisory Committee members and outside directors) consists of performance-linked and non-performance-linked compensation, while compensation for directors who are Audit & Supervisory Committee members and outside directors consists solely of fixed compensation.
The company maintains a policy to set officer compensation at a level that facilitates the motivation for performance improvement and securing excellent personnel, taking into account changes in the business environment, external data, industry standards, and management content. Decisions about executive bonuses are determined based on financial benchmarks (such as sales and operating profit) and non-financial benchmarks (such as the world situation, disasters, and M&A) in addition to this policy.
The purpose of performance-linked stock compensation is to establish a clearer link between compensation for directors (excluding directors who are Audit & Supervisory Committee members) and the stock value of the company, enhancing awareness of contributing to medium- to long-term performance improvement and increased corporate value. The company has adopted the policy of determining compensation at a level that makes such objectives achievable. In addition, the CO2 emissions reduction rate, the FTSE Russell ESG Scores, and the ratio of sales generated by sustainable products, all of which are ESG-related indicators, are used as non-financial evaluation indicators. We have included malus and clawback provisions, which permit us to request a reduction in or return of compensation in the event of misconduct by a director, aiming to prevent improper conduct by directors and curb excessive risk-taking.
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| Classification | Number of payees | Total amount paid(million yen) | Amount of fixed compensation(million yen) | Amount of bonus(million yen) | Amount of performance-linked stock compensation (million yen) |
|---|---|---|---|---|---|
| Directors (excluding Audit & Supervisory Committee members) (outside directors among the above) | 9（3） | 325（37） | 177（37） | 91（―） | 56（―） |
| Directors (Audit & Supervisory Committee members) (outside directors among the above) | 3（2） | 36（18） | 36（18） | ―（―） | ―（―） |
| Corporate auditors (outside corporate auditors among the above) | 3（2） | 12（7） | 12（7） | ―（―） | ―（―） |
| Total (outside officers among the above [1]) | 15（7） | 373（63） | 225（63） | 91（―） | 56（―） |
- The above figures include directors and corporate auditors who retired upon the conclusion of the 140th Ordinary General Meeting of Shareholders, held on June 25, 2025.
- Bonuses of 91 million yen to directors (excluding outside directors) are the amount to be paid after the conclusion of the 141st Ordinary General Meeting of Shareholders, to be held on June 24, 2026.
- The performance-linked stock compensation of 56 million yen for directors (excluding directors who are Audit & Supervisory Committee members, outside directors, and directors who are non-residents of Japan) is the amount as expenses for the fiscal year under review.
- To promote motivation in contributing to the enhancement of single-year and medium- to long-term performance and the improvement of corporate value, the performance indicators for bonuses are consolidated net sales and consolidated operating profit margin in the annual plan, in addition to consolidated net sales, consolidated operating profit margin, and the ROE in the Medium-term Management Plan. The actual results during the fiscal year under review were consolidated net sales of 346.808 billion yen, a consolidated operating profit margin of 8.7%, and an ROE of 11.3%. Bonuses were calculated by multiplying the base monthly compensation for each position by a coefficient determined by the level of achievement of performance indicators and non-financial items.
- Performance-linked stock compensation is paid with shares in the company, and the conditions for allotment and other related matters are as stated in "(1) Policies, etc. on determination of officer compensation, etc." in "3. Directors’ and Audit & Supervisory Board Members’ Compensation" of the 141st CITIZEN Group Business Report. Furthermore, the status of delivery is as stated in the 141st CITIZEN Group Business Report "II. MATTERS CONCERNING COMPANY STOCK AND SHARE ACQUISITION RIGHTS, ETC. 1. Condition of Stocks (as of March 31, 2026) (5) Status of shares delivered to officers of the company as compensation for the performance of the duties during the fiscal year under review." In order to further clarify the linkage between the compensation for directors and the share value of the company to promote motivation in contributing to the enhancement of medium- to long-term performance and the improvement of corporate value, the performance indicators for performance-linked stock compensation are consolidated sales, consolidated operating profit margin, ROE, CO2 emissions reduction rate (compared to 2018), the FTSE Russell ESG Scores, and the ratio of sales generated by sustainable products, all of which are linked to the Medium-term Management Plan. The actual results during the fiscal year under review were consolidated net sales of 346.808 billion yen, a consolidated operating profit margin of 8.7%, an ROE of 11.3%, CO2 emissions reduction rate (compared to 2018) of 47.1%, an FTSE Russell ESG Score of 4.2, and a sustainable products sales ratio of 27.8%. Performance-linked stock compensation was calculated according to the level of the achievement of performance indicators, etc.
- Prior to the company's transition to a company with an Audit & Supervisory Committee, the maximum allowance for the total amount of compensation, etc. for directors (excluding outside directors) was set at 370 million yen per year (inclusive of bonuses, etc.) at the 133rd Ordinary General Meeting of Shareholders, held on June 27, 2018, and the number of directors (excluding outside directors) as of the conclusion of that Ordinary General Meeting of Shareholders was eight (8). Employee salaries for employees who also serve as directors shall not be paid.
- Prior to the company's transition to a company with an Audit & Supervisory Committee, separate from Note 6 above, at the 133rd Ordinary General Meeting of Shareholders, held on June 27, 2018, the total amount of performance-linked stock compensation for directors (excluding outside directors and directors who are non-residents of Japan) was set at not more than 300 million yen every three fiscal years (starting in 2018, the first year, at no more than 100 million yen), and the number of directors (excluding outside directors and directors who are non-residents of Japan) as of the conclusion of that Ordinary General Meeting of Shareholders was eight (8).
- Prior to the company's transition to a company with an Audit & Supervisory Committee, the maximum allowance for the total amount of compensation, etc. for outside directors was set at 40 million yen per year at the 134th Ordinary General Meeting of Shareholders, held on June 26, 2019, and the number of outside directors as of the conclusion of that Ordinary General Meeting of Shareholders was three (3). No bonuses shall be paid to outside directors.
- Following the company's transition to a company with an Audit & Supervisory Committee, the maximum allowance for the total amount of compensation, etc. for directors (excluding directors who are Audit & Supervisory Committee members) was set at 340 million yen per year (including bonuses and other payments) at the 140th Ordinary General Meeting of Shareholders, held on June 25, 2025, of which up to 70 million yen is allocated to outside directors. The number of directors (excluding directors who are Audit & Supervisory Committee members) as of the conclusion of that Ordinary General Meeting of Shareholders was seven (7), including three outside directors. No bonuses shall be paid to outside directors. Employee salaries for employees who also serve as directors shall not be paid.
- Following the company's transition to a company with an Audit & Supervisory Committee, separate from Note 9 above, the total amount of performance-linked stock compensation for directors (excluding directors who are Audit & Supervisory Committee members, outside directors, and directors who are non-residents of Japan) was set at the 140th Ordinary General Meeting of Shareholders, held on June 25, 2025, at an amount not exceeding 180 million yen multiplied by the number of fiscal years in each applicable reporting period (540 million yen for the initial reporting period, which covers three fiscal years). The number of directors (excluding directors who are Audit & Supervisory Committee members, outside directors, and directors who are non-residents of Japan) as of the conclusion of that Ordinary General Meeting of Shareholders was four (4).
- The maximum allowance for the total amount of compensation, etc. for directors who are Audit & Supervisory Committee members was set at 70 million yen per year at the 140th Ordinary General Meeting of Shareholders, held on June 25, 2025, and the number of directors who are Audit & Supervisory Committee members as of the conclusion of that Ordinary General Meeting of Shareholders was three (3).
- The maximum allowance for the total amount of compensation, etc. for corporate auditors was set at 80 million yen per year at the 122nd Ordinary General Meeting of Shareholders, held on June 26, 2007, and the number of corporate auditors as of the conclusion of that Ordinary General Meeting of Shareholders was three (3). No bonuses shall be paid to corporate auditors.
- In order to increase the transparency concerning the compensation of directors (excluding directors who are Audit & Supervisory Committee members and outside directors; the same applies in Note 13), the Board of Directors has delegated the determination of the content of individual compensation, etc. of directors for the fiscal year under review to the Compensation Committee, chaired by Outside Director Mr. Katsuhiko Yoshida and comprises Outside Directors Ms. Toshiko Kuboki and Mr. Yoshio Osawa, together with President and CEO Mr. Yoshitaka Oji. The Compensation Committee found that the content of the individual compensation, etc. of directors for the fiscal year under review is in line with the Policy on the Determination of the Content of Individual Compensation, etc. of Directors because the determination of the content was delegated to the Compensation Committee by a resolution of the Board of Directors, and the content of compensation, etc. conforms with said policy resolved by the Board of Directors.
List of Directors and Audit & Supervisory Committee Members
The company strives to appoint outside directors and outside Audit & Supervisory Committee members who are free from any possibility of conflict of interest with general shareholders, emphasizing their abundant experience and broad insight as management staff or their advanced knowledge and insight in corporate finance, corporate legal affairs, and other areas.
The areas of knowledge, experience, and abilities required to effectively fulfill the roles and responsibilities of the Board of Directors in achieving management strategies are defined and disclosed in the skill matrix.
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| Name | Position | Attendance at Board of Directors meetings | |
|---|---|---|---|
| Yoshitaka Oji | President & CEO | - | 17 / 17 （100%） |
| Toshiyuki Furukawa | Senior Managing Director | In charge of the Corporate Planning Division, Digital Strategy Center, and Devices & Components Business | 17 / 17 （100%） |
| Yoshiaki Miyamoto | Managing Director | In charge of Group Risk Management, Personnel Division, General Affairs Division, and CSR Department | 17 / 17 （100%） |
| Keiichi Kobayashi | Director | In charge of the Corporate Public & Investor Relations Department, Sustainability Promotion Department, Research & Development Division, and Intellectual Property Division | 13 / 13 （100%） |
| Toshiko Kuboki | Outside Director | - | 17 / 17 （100%） |
| Yoshio Osawa | Outside Director | - | 17 / 17 （100%） |
| Katsuhiko Yoshida | Outside Director | - | 17 / 17 （100%） |
| Kazunori Yanagi | Outside Director Full-Time Audit & Supervisory Committee Member |
- | 17 / 17 （100%） |
| Yaeko Ishida | Outside Director Audit & Supervisory Committee Member |
- | 17 / 17 （100%） |
| Noriko Yamanaka | Outside Director Audit & Supervisory Committee Member |
- | 13 / 13 （100%） |
- * Directors who are Audit & Supervisory Committee members, Mr. Kazunori Yanagi, Ms. Yaeko Ishida, and Ms. Noriko Yamanaka, attended all 10 meetings of the Audit & Supervisory Committee held during the 141st fiscal year (FY2025).
- * Directors who are Audit & Supervisory Committee members, Mr. Kazunori Yanagi and Ms. Yaeko Ishida, attended all three meetings of the Board of Corporate Auditors held during the 141st fiscal year (FY2025) in their capacity as Corporate Auditors.
- * Ms. Yaeko Ishida uses the name Yaeko Kitadai in her profession as an attorney-at-law. As of March 31, 2026
As of March 31, 2026
Attendance at Meetings
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| Name | Nomination Committee | Compensation Committee | ||
|---|---|---|---|---|
| No. of attendances | Attendance rate (%) | No. of attendances | Attendance rate (%) | |
| Toshiko Kuboki | 6 | 100 | 8 | 100 |
| Yoshio Osawa | 6 | 100 | 8 | 100 |
| Katsuhiko Yoshida | 6 | 100 | 8 | 100 |
| Yoshitaka Oji | 6 | 100 | 8 | 100 |
Skill Matrix of Directors
The skills possessed by each director are as follows:
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| Position and Name | Gender | Corporate Management / Management Strategy | Sales / Marketing | Technology / Development / Manufacturing | Global Management | IT / DX | HR Development / Diversity | Finance / Accounting | ESG / Sustainability | Legal Affairs / Risk Management |
|---|---|---|---|---|---|---|---|---|---|---|
| President & CEO Yoshitaka Oji |
Male | ● | ● | ● | ● | ● | ||||
| Senior Managing Director Toshiyuki Furukawa |
Male | ● | ● | ● | ● | ● | ● | |||
| Managing Director Yoshiaki Miyamoto |
Male | ● | ● | ● | ● | ● | ● | |||
| Director Keiichi Kobayashi |
Male | ● | ● | ● | ● | ● | ● | |||
| Outside Director Toshiko Kuboki |
Female | ● | ● | ● | ||||||
| Outside Director Yoshio Osawa |
Male | ● | ● | ● | ● | ● | ● | |||
| Outside Director Katsuhiko Yoshida |
Male | ● | ● | ● | ● | ● | ||||
| Director Full-Time Audit & Supervisory Committee Member Kazunori Yanagi |
Male | ● | ● | ● | ● | ● | ||||
| Outside Director Audit & Supervisory Committee Member Yaeko Ishida |
Female | ● | ● | |||||||
| Outside Director Audit & Supervisory Committee Member Noriko Yamanaka |
Female | ● | ● |
- * This does not represent all of the knowledge and experience possessed by each director.
- * Ms. Yaeko Ishida uses the name Yaeko Kitadai in her profession as an attorney-at-law.
Reasons for Appointment of Outside Directors
Toshiko Kuboki
We have reappointed Ms. Toshiko Kuboki as an outside director in the expectation that she will utilize her professional perspective as an attorney and her experience as an outside director to check and oversee the company’s management and to supervise the processes of selecting the President and CEO and determining executive compensation, etc., from an independent and objective standpoint. Although she has never been involved in the management of a company except as an outside director or outside corporate auditor, we have appointed her as an outside director since we have determined that she is well-versed in corporate legal affairs as an attorney and is capable of appropriately executing her duties as an outside director.
Yoshio Osawa
We have reappointed Mr. Yoshio Osawa as an outside director with the expectation of utilizing his abundant experience and broad insight as a businessperson to check and supervise the company's management, as well as to supervise the process of selecting the President and CEO, and determining executive compensation, etc. from an independent and objective standpoint.
Katsuhiko Yoshida
We have reappointed Mr. Katsuhiko Yoshida as an outside director with the expectation of utilizing his abundant experience and broad insight as a businessperson to check and supervise the company's management, as well as to supervise the process of selecting the President and CEO, and determining executive compensation, etc. from an independent and objective standpoint.
Yaeko Ishida
We have determined that she is well qualified to be a director who is an Audit & Supervisory Committee member on the basis that she has abundant experience and insight as an attorney-at-law and will be capable of utilizing the expert perspective she has as an attorney-at-law in the company’s audits. Although she has never been involved in the management of a company except as an outside director or outside corporate auditor, we have appointed her as a director who is an Audit & Supervisory Committee member since we have determined that she is well-versed in corporate legal affairs as an attorney and is capable of appropriately executing her duties as a director who is an Audit & Supervisory Committee member.
- * Ms. Yaeko Ishida uses the name Yaeko Kitadai in her profession as an attorney-at-law.
Noriko Yamanaka
We have determined that she is well qualified to be a director who is an Audit & Supervisory Committee member on the basis that she has abundant experience and insight as a certified public accountant and will be capable of utilizing the expert perspective she has as a certified public accountant in the company’s audits. Although she has never been involved in the management of a company except as an outside director or outside corporate auditor, we have appointed her as a director who is an Audit & Supervisory Committee member since we have determined that she is well-versed in corporate accounting and internal controls as a certified public accountant and is capable of appropriately executing her duties as a director who is an Audit & Supervisory Committee member.
Officer Training
As opportunities for training in line with the Corporate Governance Code, in FY2025, the company provided its directors and officers, including outside officers, with online training, where they attended lectures on the necessary themes of their choice. E-learning and classroom-based training programs were provided for newly appointed officers of Group companies during the fiscal year.