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Nidec CorporationExplanation of the Improvement Plan and Status ReportTSE: 6594 OTC US: NJDCY https://www.nidec.com/en/ 2Disclaimer Regarding Forward-looking Statements These presentation materials and the related discussions contain forward-looking statements including expectations, estimates, projections, plans and strategies. Such forward-looking statements are based on management’s targets, assumptions and beliefs in light of the information currently available. Certain risks, uncertainties and other factors could cause actual results to differ materially from those discussed in the forward-looking statements. Such risks and uncertainties include, but are not limited to, changes in customer circumstances and demand, exchange rate fluctuations, and the Nidec Group’s ability to design, develop, mass produce and win acceptance of its products and to acquire and successfully integrate companies with complementary technologies and product lines. Please see other disclosure documents filed or published by the Nidec Group companies, including the Japanese securities report, for additional information regarding such risks and uncertainties. Nidec undertakes no obligation to update the forward-looking statements unless required by law.
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Nidec CorporationExplanation of the Improvement Plan and Status ReportTSE: 6594 OTC US: NJDCY https://www.nidec.com/en/ 2Disclaimer Regarding Forward-looking Statements These presentation materials and the related discussions contain forward-looking statements including expectations, estimates, projections, plans and strategies. Such forward-looking statements are based on management’s targets, assumptions and beliefs in light of the information currently available. Certain risks, uncertainties and other factors could cause actual results to differ materially from those discussed in the forward-looking statements. Such risks and uncertainties include, but are not limited to, changes in customer circumstances and demand, exchange rate fluctuations, and the Nidec Group’s ability to design, develop, mass produce and win acceptance of its products and to acquire and successfully integrate companies with complementary technologies and product lines. Please see other disclosure documents filed or published by the Nidec Group companies, including the Japanese securities report, for additional information regarding such risks and uncertainties. Nidec undertakes no obligation to update the forward-looking statements unless required by law.
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BackgroundBackgroundKey Milestones 4▲Deadline extension for securities report for the Fiscal Year Ended March 31, 2025Jun 27▲Sep 3Establishment of Third-Party Committee▲Oct 23Revision of Year-End Dividend Forecast and the Forecast of Consolidated Financial PerformanceDetermination of No Interim Dividend▲Oct 28Tokyo Stock Exchange designates Nidec’s stock as a security on special alert2025▲Oct 30Establishment of Nidec Corporate Reform Committee▲Nov 4Conclusion of Commitment Line AgreementDisclosure of Letter to Valued Business Partners▲Jan 28Submission of Improvement Plan (today)Disclosure of the Financial Results for the Third Quarter of the Fiscal Year Ending March 31, 2026, Exceeding 45 Days After the Quarter-End▲Sep 26Submission of the Securities Report for the Fiscal Year Ended March 31, 2025(The accounting auditor’s audit report contained a disclaimer of opinion)2026▲Dec 12Submission of the Improvement Plan Draft▲Nov 14Submission of the Policy for Developing the Improvement PlanDisclosure of the Financial Results for the First & Second Quarter(The accounting auditor’s review contained a disclaimer of opinion)
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BackgroundBackgroundKey Milestones 4▲Deadline extension for securities report for the Fiscal Year Ended March 31, 2025Jun 27▲Sep 3Establishment of Third-Party Committee▲Oct 23Revision of Year-End Dividend Forecast and the Forecast of Consolidated Financial PerformanceDetermination of No Interim Dividend▲Oct 28Tokyo Stock Exchange designates Nidec’s stock as a security on special alert2025▲Oct 30Establishment of Nidec Corporate Reform Committee▲Nov 4Conclusion of Commitment Line AgreementDisclosure of Letter to Valued Business Partners▲Jan 28Submission of Improvement Plan (today)Disclosure of the Financial Results for the Third Quarter of the Fiscal Year Ending March 31, 2026, Exceeding 45 Days After the Quarter-End▲Sep 26Submission of the Securities Report for the Fiscal Year Ended March 31, 2025(The accounting auditor’s audit report contained a disclaimer of opinion)2026▲Dec 12Submission of the Improvement Plan Draft▲Nov 14Submission of the Policy for Developing the Improvement PlanDisclosure of the Financial Results for the First & Second Quarter(The accounting auditor’s review contained a disclaimer of opinion)
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5 Nidec Corporate Reform CommitteeCommittee ChairmanKishidaSecretariat MOENGovernanceRestructuringAccounting/FinanceCorporate cultureHuman ResourcesComplianceAudit / Internal Management SystemMembers of the Committee (Subcommittees)Major Initiatives(Examples)Transforming Our Corporate CultureHuman Resources System Reform and Talent Development AMEC / ACIM SPMS Machinery & Automation Group companies R&D Center Domestic and Overseas entities Board of DirectorsProcedures, Regulations, and Mechanisms to Prevent ArbitrarinessITQualityInitiatives: Establishment of the Nidec Corporate Reform Committee (Oct. 30, '25)ObjectRebuilding as Nidec that Prioritizes "What is Right" with the Highest Ethical StandardsEngagement of External Experts and Advisors for Ongoing Guidance and Support 6We established the Nidec Corporate Reform Committee to formulate and implement improvement measures at an early stage to prevent recurrence, and are working to reform ourselves as a Company that can put “what is right” first with highest ethical standards.Establishment of the Reform CommitteeInterviews and Analysis of CausesPlanning and Formulation of MeasuresExecution and MonitoringChaired by Representative Director and President and CEO, the committee consists of 13 members who will lead the next generationSeveral working groups consisting of executives and employees of the Company and global Group companies have been established under the umbrellaConducted interviews (to understand the background) with officers and employees in Japan and overseasBased on the results of these interviews, the causes were analyzedDraft and formulate improvement measures to prevent recurrence based on cause analysisSince November 2025, the Nidec Corporate Reform Committee meetings have been held two to three times a month to confirm progress of the WG activitiesImplementation of improvement measures to prevent recurrenceMonitor the progress of each measure to ensure that it is firmly establishedOverview of Nidec Corporate Reform Committee Activities
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5 Nidec Corporate Reform CommitteeCommittee ChairmanKishidaSecretariat MOENGovernanceRestructuringAccounting/FinanceCorporate cultureHuman ResourcesComplianceAudit / Internal Management SystemMembers of the Committee (Subcommittees)Major Initiatives(Examples)Transforming Our Corporate CultureHuman Resources System Reform and Talent Development AMEC / ACIM SPMS Machinery & Automation Group companies R&D Center Domestic and Overseas entities Board of DirectorsProcedures, Regulations, and Mechanisms to Prevent ArbitrarinessITQualityInitiatives: Establishment of the Nidec Corporate Reform Committee (Oct. 30, '25)ObjectRebuilding as Nidec that Prioritizes "What is Right" with the Highest Ethical StandardsEngagement of External Experts and Advisors for Ongoing Guidance and Support 6We established the Nidec Corporate Reform Committee to formulate and implement improvement measures at an early stage to prevent recurrence, and are working to reform ourselves as a Company that can put “what is right” first with highest ethical standards.Establishment of the Reform CommitteeInterviews and Analysis of CausesPlanning and Formulation of MeasuresExecution and MonitoringChaired by Representative Director and President and CEO, the committee consists of 13 members who will lead the next generationSeveral working groups consisting of executives and employees of the Company and global Group companies have been established under the umbrellaConducted interviews (to understand the background) with officers and employees in Japan and overseasBased on the results of these interviews, the causes were analyzedDraft and formulate improvement measures to prevent recurrence based on cause analysisSince November 2025, the Nidec Corporate Reform Committee meetings have been held two to three times a month to confirm progress of the WG activitiesImplementation of improvement measures to prevent recurrenceMonitor the progress of each measure to ensure that it is firmly establishedOverview of Nidec Corporate Reform Committee Activities
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Improvement PlanImprovement Plan71. Excessive management focus to demonstrate continued growth2. A corporate culture that gives top priority to short-term profits and does not allow targets to be missed3. Priority for the opinions of the former representative4. Governance vulnerabilities5. Internal control weaknesses6. Vulnerability of the global group company management system 8 I. Improvement measures and status of the FIR issueII. Improvement measures based on suspected improper accounting practicesA) Measures related to plan formulation and performance managementB) Measures related to accounting functions and policiesC) Measures related to corporate cultureD) Measures related to governanceE) Measures related to internal audits, whistle-blowing and disciplinary actionsF) Clarification of responsibilitiesAutonomous improvement measures and progress status taking issues and suspicionsseriouslyImprovement planVarious issues derived from internal discussionsOur analysis of the causesThe investigation is ongoing and the improvement plan is an “anticipatory analysis of the ‘structural causes’ assuming that the suspicions are true.”Outline of the Improvement Plan
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Improvement PlanImprovement Plan71. Excessive management focus to demonstrate continued growth2. A corporate culture that gives top priority to short-term profits and does not allow targets to be missed3. Priority for the opinions of the former representative4. Governance vulnerabilities5. Internal control weaknesses6. Vulnerability of the global group company management system 8 I. Improvement measures and status of the FIR issueII. Improvement measures based on suspected improper accounting practicesA) Measures related to plan formulation and performance managementB) Measures related to accounting functions and policiesC) Measures related to corporate cultureD) Measures related to governanceE) Measures related to internal audits, whistle-blowing and disciplinary actionsF) Clarification of responsibilitiesAutonomous improvement measures and progress status taking issues and suspicionsseriouslyImprovement planVarious issues derived from internal discussionsOur analysis of the causesThe investigation is ongoing and the improvement plan is an “anticipatory analysis of the ‘structural causes’ assuming that the suspicions are true.”Outline of the Improvement Plan
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9 A) Plan formulation and performance managementB) Accounting functions and policiesE) Internal audits, whistle-blowing, and disciplinary measuresD) GovernanceC) Corporate cultureF) Clarification of responsibilitiesIntroduction of bottom-up planning and medium- to long term evaluationsBottom-up planning and adoption of performance evaluation criteria that contribute to medium- to long term growthDiscourage excessive pressure to achieve short-term profit targetsImprove the effectiveness of governance and reformthe executive officer evaluation system based on medium- to long term perspectivesInitiatives to improve the effectiveness of the Board of Directors and the Audit and Supervisory CommitteeReview the nomination criteria for Vice Presidents and remuneration evaluation criteria for executive officersIndependence and unified operation of accounting organizationEnsure the independence of accounting functions from business divisionsClarify the Group Accounting Policy and ensuring strict company-wide operationDefine correct accounting practices as a top priorityFostering an open corporate culture based on complianceReview the personnel evaluation system and enhance educationInstill awareness of compliance as a major prerequisite of business activities throughout the GroupFoster a corporate culture that encourages frank expression of opinions and discussion of issues (establishment of theCulture Transformation Office)Establishment of autonomous corrective capabilities through stricter internal audits and reporting systemsStricter internal audits, whistle-blowing and disciplinary measuresStrengthen the system to detect and correct compliance violationsAppropriate disciplinary actionsClarify responsibilities based on results of Third-Party Committee and internal investigationsImplement appropriate disciplinary actions on target individualsII. Improvement measures based on suspected improper accounting practicesEven at the stage of suspicion, we take the weakness of the organization caused by our failure seriously. We are determined to rebuild the value of “always do it right” as an effective system, not only a theory, and strive to regain trust.Pillars of Concrete Improvement Measures 10 Profit targets were determined by the top-down approach, and there was a large perception gap between management and the frontline regarding feasibility.Dedication to short-term profits, excessive performance management and frequent meetings created severe pressure on all levels.Issues identified by the CompanyImprovement directionBy adopting bottom-up planning and performance evaluation criteria conducive to medium- to long term growth, we will prevent excessive pressure to achieve short-term profit targets.Specific improvement measures(1) Reorganization of the medium-term management plan formulation processExample: Establish a bottom-up process and system for formulating medium-term management plans(2) Reorganization of the business plan formulation process (next fiscal year: 2026)Example: Develop business plan formulation processes and systems based on business characteristics(3) Optimization of the budget vs. actual performance management processExample: Eliminate daily performance reporting and move to performance evaluations that focus on actual results instead of expected values(4) Review of performance evaluation criteriaExample: Change to diversified evaluation criteria including cash flows and balance sheet, and newly establish performance evaluation criteria for non-financial indicatorsA) Plan Formulation and Performance Management
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9 A) Plan formulation and performance managementB) Accounting functions and policiesE) Internal audits, whistle-blowing, and disciplinary measuresD) GovernanceC) Corporate cultureF) Clarification of responsibilitiesIntroduction of bottom-up planning and medium- to long term evaluationsBottom-up planning and adoption of performance evaluation criteria that contribute to medium- to long term growthDiscourage excessive pressure to achieve short-term profit targetsImprove the effectiveness of governance and reformthe executive officer evaluation system based on medium- to long term perspectivesInitiatives to improve the effectiveness of the Board of Directors and the Audit and Supervisory CommitteeReview the nomination criteria for Vice Presidents and remuneration evaluation criteria for executive officersIndependence and unified operation of accounting organizationEnsure the independence of accounting functions from business divisionsClarify the Group Accounting Policy and ensuring strict company-wide operationDefine correct accounting practices as a top priorityFostering an open corporate culture based on complianceReview the personnel evaluation system and enhance educationInstill awareness of compliance as a major prerequisite of business activities throughout the GroupFoster a corporate culture that encourages frank expression of opinions and discussion of issues (establishment of theCulture Transformation Office)Establishment of autonomous corrective capabilities through stricter internal audits and reporting systemsStricter internal audits, whistle-blowing and disciplinary measuresStrengthen the system to detect and correct compliance violationsAppropriate disciplinary actionsClarify responsibilities based on results of Third-Party Committee and internal investigationsImplement appropriate disciplinary actions on target individualsII. Improvement measures based on suspected improper accounting practicesEven at the stage of suspicion, we take the weakness of the organization caused by our failure seriously. We are determined to rebuild the value of “always do it right” as an effective system, not only a theory, and strive to regain trust.Pillars of Concrete Improvement Measures 10 Profit targets were determined by the top-down approach, and there was a large perception gap between management and the frontline regarding feasibility.Dedication to short-term profits, excessive performance management and frequent meetings created severe pressure on all levels.Issues identified by the CompanyImprovement directionBy adopting bottom-up planning and performance evaluation criteria conducive to medium- to long term growth, we will prevent excessive pressure to achieve short-term profit targets.Specific improvement measures(1) Reorganization of the medium-term management plan formulation processExample: Establish a bottom-up process and system for formulating medium-term management plans(2) Reorganization of the business plan formulation process (next fiscal year: 2026)Example: Develop business plan formulation processes and systems based on business characteristics(3) Optimization of the budget vs. actual performance management processExample: Eliminate daily performance reporting and move to performance evaluations that focus on actual results instead of expected values(4) Review of performance evaluation criteriaExample: Change to diversified evaluation criteria including cash flows and balance sheet, and newly establish performance evaluation criteria for non-financial indicatorsA) Plan Formulation and Performance Management
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11 The accounting department and business divisions worked together to achieve profit targets, and control did not function sufficiently.There were variations in the interpretation and application of the Group Accounting Policy, and individual responses to accounting practices were commonplace.Issues identified by the CompanyImprovement directionWhile ensuring that the accounting function is independent from the business divisions, we will give top priority to proper accounting practices by clarifying the Group Accounting Policy and strictly enforcing accounting policies throughout the Group.Specific improvement measures(5) Ensuring the independence of the accounting function from the business divisionsExample: Separate accounting functions and business management functions, transfer responsibility and personnel authority for accounting functions of Business Units and global Group companies to accounting functions of the head office(6) Clarification of accounting policies and proper operationExample: Abolish request for exception, conduct periodic review of Business Units and global Group companiesB) Accounting Functions and Accounting Policies 12 A) Plan formulation and performance managementB) Accounting functions and policiesE) Internal audits, whistle-blowing, and disciplinary measuresD) GovernanceC) Corporate cultureF) Clarification of responsibilitiesIntroduction of bottom-up planning and medium- to long term evaluationsBottom-up planning and adoption of performance evaluation criteria that contribute to medium- to long term growthDiscourage excessive pressure to achieve short-term profit targetsImprove the effectiveness of governance and reformthe executive officer evaluation system based on medium- to long term perspectivesInitiatives to improve the effectiveness of the Board of Directors and the Audit and Supervisory CommitteeReview the nomination criteria for Vice Presidents and remuneration evaluation criteria for executive officersIndependence and unified operation of accounting organizationEnsure the independence of accounting functions from business divisionsClarify the Group Accounting Policy and ensuring strict company-wide operationDefine correct accounting practices as a top priorityFostering an open corporate culture based on complianceReview the personnel evaluation system and enhance educationInstill awareness of compliance as a major prerequisite of business activities throughout the GroupFoster a corporate culture that encourages frank expression of opinions and discussion of issues (establishment of theCulture Transformation Office)Establishment of autonomous corrective capabilities through stricter internal audits and reporting systemsStricter internal audits, whistle-blowing and disciplinary measuresStrengthen the system to detect and correct compliance violationsAppropriate disciplinary actionsClarify responsibilities based on results of Third-Party Committee and internal investigationsImplement appropriate disciplinary actions on target individualsII. Improvement measures based on suspected improper accounting practicesEven at the stage of suspicion, we take the weakness of the organization caused by our failure seriously. We are determined to rebuild the value of “always do it right” as an effective system, not only a theory, and strive to regain trust.Pillars of Concrete Improvement MeasuresRepost
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11 The accounting department and business divisions worked together to achieve profit targets, and control did not function sufficiently.There were variations in the interpretation and application of the Group Accounting Policy, and individual responses to accounting practices were commonplace.Issues identified by the CompanyImprovement directionWhile ensuring that the accounting function is independent from the business divisions, we will give top priority to proper accounting practices by clarifying the Group Accounting Policy and strictly enforcing accounting policies throughout the Group.Specific improvement measures(5) Ensuring the independence of the accounting function from the business divisionsExample: Separate accounting functions and business management functions, transfer responsibility and personnel authority for accounting functions of Business Units and global Group companies to accounting functions of the head office(6) Clarification of accounting policies and proper operationExample: Abolish request for exception, conduct periodic review of Business Units and global Group companiesB) Accounting Functions and Accounting Policies 12 A) Plan formulation and performance managementB) Accounting functions and policiesE) Internal audits, whistle-blowing, and disciplinary measuresD) GovernanceC) Corporate cultureF) Clarification of responsibilitiesIntroduction of bottom-up planning and medium- to long term evaluationsBottom-up planning and adoption of performance evaluation criteria that contribute to medium- to long term growthDiscourage excessive pressure to achieve short-term profit targetsImprove the effectiveness of governance and reformthe executive officer evaluation system based on medium- to long term perspectivesInitiatives to improve the effectiveness of the Board of Directors and the Audit and Supervisory CommitteeReview the nomination criteria for Vice Presidents and remuneration evaluation criteria for executive officersIndependence and unified operation of accounting organizationEnsure the independence of accounting functions from business divisionsClarify the Group Accounting Policy and ensuring strict company-wide operationDefine correct accounting practices as a top priorityFostering an open corporate culture based on complianceReview the personnel evaluation system and enhance educationInstill awareness of compliance as a major prerequisite of business activities throughout the GroupFoster a corporate culture that encourages frank expression of opinions and discussion of issues (establishment of theCulture Transformation Office)Establishment of autonomous corrective capabilities through stricter internal audits and reporting systemsStricter internal audits, whistle-blowing and disciplinary measuresStrengthen the system to detect and correct compliance violationsAppropriate disciplinary actionsClarify responsibilities based on results of Third-Party Committee and internal investigationsImplement appropriate disciplinary actions on target individualsII. Improvement measures based on suspected improper accounting practicesEven at the stage of suspicion, we take the weakness of the organization caused by our failure seriously. We are determined to rebuild the value of “always do it right” as an effective system, not only a theory, and strive to regain trust.Pillars of Concrete Improvement MeasuresRepost
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Upcoming ScheduleUpcoming Schedule13 Sep 3, 2025 Establishment of Third-Party Committee•Start of investigation into suspected improper accounting practices Oct 28 Designation of Security on Special-Alert•From the viewpoint of investor protection, we confirmed thefunctions of the internal management systems where deficiencies were foundEnd of Feb“Certain report” by the Third-Party Committee•The results of the current investigation will be compiled and receivedOct 28Submission of internal control system confirmation to the TSEToday (January 28, 2026)Oct 30 Establishment of the Reform CommitteeMilestones and StatusStatusMilestonesThe Third-Party Committee report will be conducted in two stages. (1) End of February: Reporting of interim investigation findings as of that time, including cause analysis and recommendations for recurrence prevention measures (2) Later date: Reporting of the results of the final impact calculation.Third-Party Committee reportNotice Regarding the Disclosure of the Financial Results for the Third Quarter of the Fiscal Year Ending March 31, 2026, Exceeding 45 Days After the Quarter-End due to the continued investigation of the Third-Party Committee.Date of release of 3Q Financial Statements Summary First submission ofimprovement plan•Planning based on autonomous analysis of causesTBD“Final report” by Third-Party Committee14We are fully cooperating with the Third-Party Committee’s investigation to thoroughly uncover the truth.TBDRe-examination of improvement plan based on the report by the Third-Party CommitteeUpcoming Schedule
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Upcoming ScheduleUpcoming Schedule13 Sep 3, 2025 Establishment of Third-Party Committee•Start of investigation into suspected improper accounting practices Oct 28 Designation of Security on Special-Alert•From the viewpoint of investor protection, we confirmed thefunctions of the internal management systems where deficiencies were foundEnd of Feb“Certain report” by the Third-Party Committee•The results of the current investigation will be compiled and receivedOct 28Submission of internal control system confirmation to the TSEToday (January 28, 2026)Oct 30 Establishment of the Reform CommitteeMilestones and StatusStatusMilestonesThe Third-Party Committee report will be conducted in two stages. (1) End of February: Reporting of interim investigation findings as of that time, including cause analysis and recommendations for recurrence prevention measures (2) Later date: Reporting of the results of the final impact calculation.Third-Party Committee reportNotice Regarding the Disclosure of the Financial Results for the Third Quarter of the Fiscal Year Ending March 31, 2026, Exceeding 45 Days After the Quarter-End due to the continued investigation of the Third-Party Committee.Date of release of 3Q Financial Statements Summary First submission ofimprovement plan•Planning based on autonomous analysis of causesTBD“Final report” by Third-Party Committee14We are fully cooperating with the Third-Party Committee’s investigation to thoroughly uncover the truth.TBDRe-examination of improvement plan based on the report by the Third-Party CommitteeUpcoming Schedule
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15Business overview•Order status: Orders remain strong and there have been no major changes to the production plan.•Operational status: The production bases are operating normally and have maintained supply capacity.•Cash flow: There are no concerns about the availability of borrowing facilities and cash on hand, and there is no hindrance to business operations.Under any circumstances, we will continue to do business with our customers and suppliers wholeheartedly without delay.We will sincerely accept the investigation report of the Third-Party Committee, which will be announced in the future, and promptly implement further improvement measures based on its results.Business Overview and Transactions 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’s stock as a Security on Special Alert.
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15Business overview•Order status: Orders remain strong and there have been no major changes to the production plan.•Operational status: The production bases are operating normally and have maintained supply capacity.•Cash flow: There are no concerns about the availability of borrowing facilities and cash on hand, and there is no hindrance to business operations.Under any circumstances, we will continue to do business with our customers and suppliers wholeheartedly without delay.We will sincerely accept the investigation report of the Third-Party Committee, which will be announced in the future, and promptly implement further improvement measures based on its results.Business Overview and Transactions 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’s stock as a Security on Special Alert.
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Q&AQ&A
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Q&AQ&A