Recognizing the importance of corporate social responsibility, we have positioned the establishment and maintenance of a management system that can respond swiftly to changes in the business environment as an important measure in order to achieve the goals of the Medium-Term Management Plan, secure sustainable growth and increase corporate value. Corporate governance is an important management theme to achieve this and we will work to strengthen it.
We have established and disclosed the "DKK-TOA Corporation Corporate Governance Guideline" for the purpose of fulfilling our social responsibility to the stakeholders including the shareholders, business partners, employees and local communities, achieving sustainable growth and improving the corporate value.
Relationship with the stakeholders
We fully recognize that the sustainable growth of a company and the creation of medium to long-term corporate value are the result of the provision of resources and contribution by all stakeholders including shareholders. We will strive to improve corporate value over the medium to long term by carrying out management that takes into account the creation of value for various stakeholders by promptly and appropriately disclosing information, securing continued stable shareholder returns, carrying out corporate activities that meet the expectations of our business partners, creating a rewarding work environment for employees, coexisting with local communities, etc.
We position the General Meeting of Shareholders as our highest decision-making body, recognize that it is an important place for realizing constructive dialogue with shareholders and make efforts to improve the environment so that the rights of shareholders are sufficiently secured.
In order to achieve sustainable growth and increase corporate value over the medium-to long-term, we recognize the importance of actively engaging in dialogue with shareholders, reflecting their opinions and requests in management, and promoting growth together with shareholders. We have established the "Basic Policy on Constructive Dialogue with Shareholders, Investors, etc.(*)", and promote constructive dialogue with shareholders, investors, etc.
We disclose information that would be beneficial to shareholders, as well as disclosure based on laws and ordinances, on our website and on other occasions. We will also strive to provide plain and accurate explanations when disclosing such information in order to convey accurate information to our stakeholders. We have information disclosure system in place where we establish and disclose "Information Disclosure Policy" to ensure timely and appropriate information disclosure.
We have considered appropriate and adopted the Company with Board of Corporate Auditors System as an organization design under the Companies Act, in which directors mutually supervise the status of business execution and corporate auditors audit the business execution of directors from an objective and neutral standpoint.
We have no more than 12 directors as stipulated in the Articles of Incorporation, of which two are appointed as outside directors. The number of Audit & Supervisory Board Members is four, three of whom are outside Audit & Supervisory Board Members, ensuring their independence. In order to objectively determine the independence of outside directors and outside statutory auditors, we have established the "standards for the independence of outside directors and appointed outside statutory auditors" with a reference to the standards established by the Tokyo Stock Exchange to select the board members.
The Audit Office, which reports directly to the president, audits the effectiveness of the Group's internal control system and verifies the appropriateness of operations. To ensure mutual cooperation, the auditors and the Audit Office regularly establish information exchange facilities so that they can check and adjust the status of the implementation of the audit policy. There are also information exchange between accounting auditors and corporate auditors as well as between accounting auditors and the Audit Office as appropriate to ensure sufficient cooperation with each other. The Board of Corporate Auditors requests to the extent necessary, that external accounting auditors attend meetings of the Board of Corporate Auditors for fair audits.
(*)The "Basic Policy on Constructive Dialogue with Shareholders and Investors" and the "Standards for the Independence of Outside Directors and Outside Audit & Supervisory Board Members" are disclosed in the "DKK-TOA Corporation Corporate Governance Guidelines."
With our "Corporate Behavior Charter / Code of Conduct" and the "Compliance Management Regulations" being established, we set the "Compliance Committee" under the president and hold regular meetings.
Role of the Committee
The Committee is comprised of the compliance manager, general manager and presidents of the subsidiaries and promotes awareness and education to ensure that executives and employees comply with laws and employment regulations. The Committee holds the department managers under the committee responsible for promoting compliance and regularly verifies the implementation in each department.
We have established compliance guidelines based on the Charter of Corporate Behavior and Code of Conduct and distribute the handbook to all executives and employees. We also provide training by rank and by theme to ensure thorough awareness of compliance by the members of the Company.
We have established "Risk Management Regulations" to develop risk management system and through the "Compliance Committee" we build necessary systems and establish/verify/review related regulations. Our review is conducted annually and we diagrammatize the frequency of occurrence and degree of impact to identify possible risks. We are working to prevent risks from occurring and have various measures in place when they do occur.
Whistleblowing - Contact us
We have established a whistleblowing contact point where employees can consult with the inside (the president / compliance manager) and the outside (lawyers) at any time if they discover an act that violates or may violate laws and regulations.
Policy concerning elimination of antisocial forces
The Company clearly declares and executes that we firmly refuse monetary demands and transactions from antisocial forces such as gangsters and general assembly companies and we do not use antisocial forces to obtain profits for the company or for one's own sake. We have established the "Countermeasures against Antisocial Forces" and regularly carry out investigations to check that our business partners have no relationship with antisocial forces. We thoroughly exclude antisocial forces by including a clause in contract that can allow us to terminate the contract if we find that the business partner is antisocial force.
We are a member of the "Public Interest Incorporated Association in the Metropolitan Police Department for the Measures to Prevent Special Violence. "
About information security
The Group Companies obtain and collect personal information and protect them in an appropriate manner in accordance with the "Law Concerning Protection of Personal Information". For information system management, we set strict access rights and require regular password resets. We also promote automatic monitoring of network-connected devices, prohibiting private use of external devices and websites and antivirus measures.