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Corporate Governance

Corporate Governance Framework

  1. Corporate Governance Basic Policy

    Daiseki considers the compliance of business activities with legal and social imperatives to be of the greatest importance in increasing the transparency and soundness of our business management. We employ the Audit and Supervisory Committee system and have enhanced the Board of Directors supervisory function. The Audit and Supervisory Committee is composed of three members who are external directors.
    Also, the Board of Directors are held frequently to achieve fast, accurate decision making and effective organizational operations for the Group as a whole. In addition, by separating the management decision-making and supervisory functions from the executive function, we aim to streamline and speed up business execution, clarify responsibilities, and build a flexible and efficient management system, we have the Executive officer system.

  2. Enforcement and Implementation of Corporate Governance
    1. The Board of Directors consists of five directors (excluding directors who are the Audit and Supervisory Committee members) and three external directors (one of whom is female) who are the Audit and Supervisory Committee members. In principle, the Board of Directors is held once a month or additionally as necessary.
    2. The Management Meeting is held once a month and attended by directors, executive officers, head of Works, and consolidated subsidiaries directors etc. In addition, the Management Information Meeting, attended by related directors, executive officers and head of departments etc., is held each month to enhance operational efficiency by sharing management information.
    3. The Audit and Supervisory Committee is held once a month in principle and consists of three external directors, who have no vested interest in our Company. The Audit and Supervisory Committee reports, discusses and resolves important matters related to audits, etc.
    4. The Internal audit is performed by two full-time employees who are retained in the Audit Office, which reports directly to the president. These employees periodically perform audits on the effectiveness of internal controls and business efficiency and report the results to the president. The Audit and Supervisory Committee and the Audit Office report the methods and results of audits as appropriate, conduct information exchanges, cooperate with the Accounting Auditors to conduct efficient business audits, and strive to strengthen the auditing functions.
    5. The Committee for the Promotion of the Internal Control System headed by the president is established to promotes internal control system. We work to make it concrete in accordance with the internal control system program.
    6. Daiseki considers social and public responsibilities to be of utmost importance, we have established the Compliance Committee headed by the president. We formulates the‘Ethical Charter' and publicizes both within and outside the Company. In each department, we work to further strengthen the compliance system by conducting continuous educational activities, such as holding compliance study groups attended by all employees once a month or more, which are led by directors and executive officers in charge.
    7. The Board of Directors decides the ‘Internal Control Basic Policy’ and maintains the system to ensure appropriate business operations.
    8. The Risk Management Committee headed by the president is in organized and manages risks to Daiseki and subsidiaries in an exhaustive and comprehensive manner. The ‘Risk Management Regulations’ have been formulated, risk maps are prepared, and departments are assigned responsibility according to the type of risk. Response measures are formulated to address important risks, and we endeavor to control risks. When new risks emerge, we promptly assign a department with responsibility for these risks. In addition, the Audit Office audits the status of risk management at individual departments. The Audit Office periodically reports the results of these audits to the Risk Management Committee and the Board of Directors and deliberates and decides on improvement measures.
  3. Development of a System to Ensure Appropriate Business
  4. The Board of Directors decides the ‘Internal Control Basic Policy’ and develops the system to ensure appropriate business.
    Our current status of management decision making, internal control system and corporate governance structures are described below.

    Corporate Governance Structure

    Daiseki' s Corporate Governance Structure