In order to fulfill the expectations and trust of its many stakeholders, including shareholders, customers, local society and employees, based on “The Denka Value” (corporate philosophy), which serves as the cornerstone for all the corporate activities undertaken by the Denka Group, the Company strives to strengthen its business foundation by improving its earnings power and expanding the scope of operations while also working to improve corporate value by making every effort to continue being a company that can win the trust and support of society.
The Company considers corporate governance to be the bedrock on which the above rests, and so we have striven to strengthen governance, in order to fulfill the responsibilities we owe to all our stakeholders and ensure the transparency and soundness of our management.
| Purposes | Initiatives | |
|---|---|---|
| 2007 | Speed up decision making | Halved the number of directors Introduced an executive officer system |
| 2008 | Ensure that all directors who supervise and monitor business execution engage with their peers on equal footing at Board of Directors meetings | Abolished senior managing and managing director positions |
| Secure clear functional separation between those charged with business execution and those charged with monitoring and supervision | Delegated executive authorities and positions from directors to executive officers | |
| Flexibly assess the adequacy of each director | Shortened the term of office for directors to one year | |
| Ensure stringent supervision of the Company’s operations by incorporating external perspectives | Appointed two outside directors, securing a total of four external individuals, including the mandatory two outside Audit & Supervisory Board members, for overseeing Denka’s management | |
| Provide robust opportunities to interact with each other outside Board of Directors meetings to develop a structure enabling directors to contribute meaningful insights | Made it a rule to hold periodic meetings in which outside directors exchange opinions with top management | |
| Improve authorization process to realize faster decision making by facilitating in-depth discussion focused on important management matters | Established the Management Committee, consisting of in-house directors and in-house members of the Audit & Supervisory Board as well as some executive officers | |
| 2015 | Enhance the governance structure to improve management transparency and soundness | Increased the number of outside directors from two to three while decreasing the prescribed number of overall directors by two |
| Create opportunities for in-house and outside directors and in-house and outside members of the Audit & Supervisory Board to engage in constructive discussion, help them freely exchange frank opinions and facilitate information sharing and closer collaboration | Decided to hold monthly exchange meetings for all directors and Audit & Supervisory Board members, stepping up the previous practice of holding biannual exchange meetings for these individuals | |
| Optimize corporate governance aimed at securing sustainable growth and a medium- to long-term improvement in corporate value | Established the Denka Corporate Governance Guidelines | |
| Facilitate the understanding of Denka’s operations and invigorate discussion at Board of Directors meetings | Enhanced the content of prior briefings on individual agenda items requiring closer explanation for outside directors and outside Audit & Supervisory Board members | |
| Help outside directors and outside Audit & Supervisory Board members exchange their insights and share their understanding of the status of Denka’s operations | Decided to hold the Outside Director Liaison Meetings on a quarterly basis | |
| 2016 | Facilitate the understanding of Denka’s short-, medium- and long-term policies on business operations and R&D | Decided to hold the biannual Strategy and R&D Policy Presentation Meetings for outside directors and outside Audit & Supervisory Board members |
| Help the Board of Directors ensure robust auditing of and supervision over business operations being executed by executive officers | Clarified the content of meeting handouts on agenda items and reporting materials distributed at Board of Directors meetings | |
| Enhance the effectiveness of the Board of Directors | Instituted the annual evaluation of the Board of Directors’ operations to assess their effectiveness with the involvement of all directors and all Audit & Supervisory Board members while making it a rule to disclose its findings via the Corporate Governance Report | |
| 2017 | Ensure that outside directors and outside Audit & Supervisory Board members contribute diverse opinions and advice to the Board of Directors with regard to such governance issues as director nomination and remuneration as well as other important management matters, with the aim of securing the fairness and objectivity of management judgment | Established the Management Advisory Committee attended by all outside directors, all outside Audit & Supervisory Board members, the Chairman and the President & CEO |
| Monthly exchange meetings for all directors and Audit & Supervisory Board members were formally named the D&A Round Table meetings | ||
| 2019 | Appoint directors with concurrent membership in the Audit Committee to speed up decision making while strengthening the Board of Directors’ supervisory functions, with the aim of improving corporate governance and achieving growth in corporate value | Transitioned from a Company with an Audit & Supervisory Board to a Company with an Audit Committee |
| The Management Advisory Committee was renamed the Nomination and Remuneration Advisory Committee |
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